Common use of Purchase Clause in Contracts

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Seller does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Company (collectively, the “"Conveyance”"), without recourse except as provided herein, all its right, title and interest in, to and under the following (the "Purchased Assets"): (i) the Receivables existing and all moneys due thereon on or after the date hereof Cutoff Date, in the case of Precomputed Receivables, or all moneys received thereon on and hereafter created from time to time until after the termination Cutoff Date, in the case of this Agreement Simple Interest Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to Article VI hereof the Receivables and all monies due and or to become due and all amounts received with respect thereto and all any other interest of the Seller in such Financed Vehicles; (iii) any proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to the Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured any such Receivables Initial Receivable and shall have been acquired by or on behalf of the Seller, the Servicer or the Trust; (v) all other assets comprising the “Purchased Assets”)estate of the Trust; and (vi) the proceeds of any and all of the foregoing. (b) In connection with such Conveyance, [Short Name of Account Owner] the Seller agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, Receivables meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] the Seller to [Short Name of Receivables Purchaser]the Company, (ii) that such financing statements shall name [Short Name of Account Owner]the Seller, as seller, and [Short Name of Receivables Purchaser]the Company, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Company as soon as is practicable after filing. (c) In connection with such Conveyance, the Seller further agrees that it will, at its own expense, (i) on or prior to the Closing Date indicate in its computer files that the Receivables have been conveyed to the Company in accordance with this Agreement and have been conveyed by the Company to the Trustee pursuant to the [Pooling and Servicing] [Trust] Agreement for the benefit of the Certificateholders [and the Noteholders] and (ii) on or prior to the Closing Date deliver to the Company a computer file or microfiche list containing a true and complete list of the Receivables specifying for each Receivable, as of the Cutoff Date, (A) its account number, (B) the aggregate amount outstanding on such Receivable. [Short Name Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Company, and is hereby incorporated into and made a part of Account Owner] also authorizes [Short Name this Agreement. The Seller further agrees not to alter the indication referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables Purchaser] shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to record the Company. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and file any sale of such financing statements Receivables and continuation statementsnot a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted and does hereby grant to the Company a first priority perfected security interest, whether now owned or hereafter acquired, in all of the Seller's right, title and interest in, to and under the Receivables and other Purchased Assets to secure the rights of the Company hereunder and the obligations of the Seller hereunder.

Purchase. Each Purchaser hereby agrees solely as to itself, severally but not jointly, to purchase from Seller, and Seller hereby agrees, subject to receipt of such Purchaser’s Pro Rata Share (as defined below) of the Purchase Price, to assign, transfer and deliver to such Purchaser, such Purchaser’s Pro Rata Share of the Purchased Shares (rounded to the nearest whole number for each Purchaser but so that all Purchased Shares are purchased and sold hereunder) so that such Purchaser has unrestricted ownership and can freely dispose of such Purchased Shares, free and clear of all liens and encumbrances other than restrictions arising under applicable securities Laws, by delivering to each Purchaser an assignment declaration substantially in the form of Schedule B attached hereto, all on the terms, and subject to the conditions, provided for herein. No later than two (2) Business Days following delivery of the Closing Notice (as defined below) to the Purchasers, the Purchasers shall deliver (including by email) to Seller and the Company a written notice (the “Allocation Notice”) setting forth, for each Purchaser (a) By execution of this Agreement, [Short Name of Account Owner] does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect percentage allocable to such Receivables (the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) Purchaser with respect to the ReceivablesPurchased Shares, meeting the requirements of Purchase Price and Acquired Shares, as applicable state law in such manner and in such jurisdictions as are necessary to perfect(the “Pro Rata Share”), and maintain perfection of(b) the amount payable by each Purchaser with respect to its Pro Rata Share of the Purchase Price (rounded to the nearest cent but so that the aggregate amount of the Purchasers’ Pro Rata Shares of the Purchase Price is equal to the Purchase Price). The number of Purchased Shares shall be equal to the Purchase Price (expressed in Euros as-converted based on the Exchange Rate) divided by the Company Equity Value Per Share, and shall be notified by Seller to the Purchasers in writing no later than one (1) Business Day prior to the Closing including the number of Purchased Shares to be purchased by each Purchaser at the Closing in accordance with the Allocation Notice. No later than one (1) Business Day prior to the Closing, the Conveyance of such Purchased Assets from [Short Name of Account Owner] Company shall provide written notice to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, the Purchasers of the Receivables and (iii) number of Acquired Shares to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or issued to the Master Trust Trustee, if [Short Name Purchasers at the Closing and the number of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] Acquired Shares to record and file any of such financing statements and continuation statementsbe issued to each Purchaser at the Closing in accordance with the Allocation Notice.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] Capital One does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] Funding (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and hereafter at the close of business on the related Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time until the termination of this Agreement pursuant in such Accounts, all Interchange, Insurance Proceeds and Recoveries allocable to Article VI hereof and such Receivables, any Funds Collateral securing such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (collectively, the “Purchased Assets”). The Receivables existing in the Initial Accounts at the close of business on the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. The Receivables existing in Additional Accounts at the close of business on the related Additional Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Capital One and purchased by Funding on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts and the related Purchased Assets shall be sold by Capital One and purchased by Funding on the date such Receivables arise. (b) In connection with such Conveyance, [Short Name of Account Owner] agrees Capital One shall (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to the Receivables, Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] Capital One to [Short Name of Receivables Purchaser]Funding, (ii) that cause such financing statements shall and amendments to name [Short Name of Account Owner]Capital One, as seller, and [Short Name of Receivables Purchaser]Funding, as purchaser, of the Receivables Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Funding as soon as is practicable after filing. (c) Capital One shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to Funding in accordance with this Agreement and have been conveyed by Funding to the Trustee pursuant to the Pooling and Servicing Agreement, and (ii) on or prior to the Closing Date, in the case of Initial Accounts, and on or prior to the applicable Addition Date, in the case of Additional Accounts, deliver to Funding an Account Schedule (provided that such Account Schedule shall be provided in respect of Additional Accounts designated pursuant to Subsection 2.02(a)(ii) on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur) containing a true and complete list of all such Accounts. [Short Name Capital One shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account Owner] also authorizes [Short Name during the term of Receivables Purchaser] this Agreement unless and until such Account is no longer an Account or Capital One has taken such action as is necessary or advisable to record cause the interest of Funding in the Purchased Assets to continue to be perfected and file of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement and shall be updated by Capital One on each Addition Date (or with respect to Additional Accounts designated pursuant to Subsection 2.02(a)(ii), on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur), but not later than on a quarterly basis to include any new Related Accounts. (d) The parties hereto intend that the conveyance of Capital One’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Capital One to Funding. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Capital One shall be deemed to have granted, and Capital One does hereby grant, to Funding a first priority perfected security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of Capital One hereunder. (e) To the extent that Capital One retains any interest in the Purchased Assets, Capital One hereby grants to the Trustee a security interest in all of Capital One’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of Capital One hereunder and under the Pooling and Servicing Agreement. With respect to such security interest and such collateral, the Trustee shall have all of the rights that it has under the Pooling and Servicing Agreement. The Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Capital One hereby acknowledges and agrees to perform its obligations under Section 2.01 of the Pooling and Servicing Agreement.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] TRS does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] RFC VIII (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables existing on at the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and hereafter in each case thereafter created from time to time until in the termination of this Agreement pursuant Accounts (unless such Account has become a Removed Account), all Recoveries allocable to Article VI hereof and such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. (b) In connection with such Conveyance, [Short Name of Account Owner] agrees TRS shall (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to the Receivables, Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] TRS to [Short Name of Receivables Purchaser]RFC VIII, (ii) that cause such financing statements shall and amendments to name [Short Name of Account Owner]TRS, as seller, and [Short Name of Receivables Purchaser]RFC VIII, as purchaser, of the Receivables Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) RFC VIII as soon as is practicable after filing. (c) TRS shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC VIII in accordance with this Agreement and have been conveyed by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to RFC VIII an Account Schedule (provided, however, that such Account Schedule shall be provided in respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. [Short Name TRS shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account Owner] during the term of this Agreement unless and until such Account is no longer an Account or TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by TRS on each Addition Date (or, with respect to New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated by TRS not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of TRS’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from TRS to RFC VIII. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that TRS shall be deemed to have granted, and TRS does hereby grant, to RFC VIII a security interest, which security interest shall be a first priority perfected security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of TRS hereunder. (e) To the extent that TRS retains any interest in the Purchased Assets, TRS hereby grants to the Trust and the Indenture Trustee a security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of TRS hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also authorizes [Short Name have all of Receivables Purchaser] the rights of a secured creditor under the UCC. (f) Each Account will continue to record be owned by the related Account Owner and file is not a Purchased Asset. (g) By executing this Agreement, each of TRS and RFC VIII acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the Original Agreement and any of such financing statements its existing obligations under the Original Agreement shall remain in full force and continuation statementseffect under this Agreement, as amended and restated.

Purchase. (a) By execution of this Agreement and subject to the terms and conditions of this Agreement, [Short Name of Account Owner] does hereby the Seller shall sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HARC (collectively, the “"Conveyance”") without recourse (but without limitation of its obligations in this Agreement), without recourse except as provided hereinand HARC shall purchase, all its right, title and interest in, of Seller in and to: (i) each and every Receivable listed on Schedule A hereto or to and under the related Receivables existing on the date hereof and hereafter created from time to time until the termination of this Purchase Agreement pursuant to Article VI hereof Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due and on or to become due and all amounts before the related Cutoff Date but received with respect thereto and all proceeds by the Seller on or after such date); (including, without limitation, “proceeds” as defined ii) the security interests in the UCCrelated Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) thereof all rights of the Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive Interchange and Recoveries proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the “Purchased Assets”)related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, [Short Name of Account Owner] Seller further agrees (i) to record and filethat it will, at its own expense, any financing statements on or prior to the Purchase Date (i) indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and continuation statements have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Noteholders by including in such computer files and microfiche lists the code identifying each such Receivable and (ii) deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to such financing statements when applicableany Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is the intention of the parties hereto that the arrangements with respect to the ReceivablesReceivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, meeting however, that a court of competent jurisdiction were to hold that the requirements transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable state law in such manner and in such jurisdictions as are necessary to perfectlaw, and maintain perfection of, the Conveyance that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Purchased Assets from [Short Name of Account Owner] Seller's right, title and interest in and to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsOther Conveyed Property.

Purchase. (ai) By execution Such Purchaser is acquiring the Notes for its own account, for investment and not with a view to any distribution thereof within the meaning of this Agreementthe Securities Act. (ii) Such Purchaser understands that the Notes have not been and, [Short Name of Account Owner] does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries Registration Rights Agreement with respect to such Receivables the Notes, when issued, will not be registered under the Securities Act or any state or other securities law, that the Notes will be issued by the Company in transactions exempt from the registration requirements of the Securities Act, that it must hold the Notes indefinitely and not offer or sell the Notes except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act and in compliance with applicable state laws and in compliance with Section 8. (iii) Such Purchaser further understands that the exemption from registration afforded by Rule 144 (the provisions of which are known to such Purchaser) promulgated under the Securities Act depends on the satisfaction of various conditions, and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts. (iv) Such Purchaser is a Qualified Institutional Buyer or an “Purchased Assets”institutional accredited investor” (within the meaning of Regulation D). (bv) In Except as otherwise disclosed by such Purchaser to the Company, such Purchaser did not employ any broker or finder in connection with the transactions contemplated in this Agreement and no fees or commissions are payable to the Purchasers except as otherwise provided for in the Agreement. (vi) Such Purchaser has been furnished with or has had access to the information it has requested from the Company and its Subsidiaries and has had an opportunity to discuss with the management of the Company and its Subsidiaries the business and financial affairs of the Company and its Subsidiaries, and has generally such Conveyance, [Short Name of Account Owner] agrees (i) to record knowledge and file, at its own expense, any financing statements (experience in business and continuation statements financial matters and with respect to investments in securities of privately held companies so as to enable it to understand and evaluate the risks of such financing statements when applicable) investment and form an investment decision with respect to the Receivables, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsthereto.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] TRS does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] RFC VIII (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables existing on at the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and hereafter in each case thereafter created from time to time until in the termination of this Agreement pursuant Accounts (unless such Account has become a Removed Account), all Recoveries allocable to Article VI hereof and such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. (b) In connection with such Conveyance, [Short Name of Account Owner] agrees TRS shall (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to the Receivables, Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] TRS to [Short Name of Receivables Purchaser]RFC VIII, (ii) that cause such financing statements shall and amendments to name [Short Name of Account Owner]TRS, as seller, and [Short Name of Receivables Purchaser]RFC VIII, as purchaser, of the Receivables Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) RFC VIII as soon as is practicable after filing. (c) TRS shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC VIII in accordance with this Agreement and have been conveyed by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to RFC VIII an Account Schedule (provided, however, that such Account Schedule shall be provided in respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. [Short Name TRS shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account Owner] also authorizes [Short Name during the term of Receivables Purchaser] this Agreement unless and until such Account is no longer an Account or TRS has taken such action as is necessary or advisable to record cause the interest of RFC VIII in the Purchased Assets to continue to be perfected and file of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by TRS on each Addition Date (or, with respect to New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated by TRS not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of TRS’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from TRS to RFC VIII. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that TRS shall be deemed to have granted, and TRS does hereby grant, to RFC VIII a security interest, which security interest shall be a first priority perfected security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of TRS hereunder. (e) To the extent that TRS retains any interest in the Purchased Assets, TRS hereby grants to the Trust and the Indenture Trustee a security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of TRS hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also have all of the rights of a secured creditor under the UCC. (f) Each Account will continue to be owned by the related Account Owner and is not a Purchased Asset.

Purchase. (a) By execution Subject to the terms of this Agreement, [Short Name and by execution from time to time of Account Owner] does certain assignments substantially in the form of Exhibit A hereto (each, a “Supplemental Conveyance”) supplementing this Agreement, HRAC II hereby sellsells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to [Short Name of Receivables Purchaser] MRI (collectively, the “Conveyance”), without recourse except as provided hereinrecourse, all of its right, title and interest in, to and under the Receivables of the Accounts existing on the date hereof Closing Date with respect to Initial Accounts and hereafter the related Additional Cut-Off Date with respect to Additional Accounts and thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Interchange and Recoveries allocable to such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). The Receivables existing in Accounts on the Closing Date with respect to Initial Accounts and the related Additional Cut-Off Date with respect to Additional Accounts and thereafter arising in such Accounts on or prior to such dates, and the related Purchased Assets, shall be sold by HRAC II and purchased by MRI on the Closing Date with respect to Initial Accounts and the related Addition Date with respect to Additional Accounts. Receivables arising after such dates in such Accounts and the related Purchased Assets shall be sold by HRAC II and purchased by MRI on the date such Receivables arise. (b) In connection with such Conveyanceeach Conveyance of Receivables arising under Accounts, [Short Name of Account Owner] HRAC II agrees (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to such Receivables and the Receivablesrelated Purchased Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Receivables and other Purchased Assets from [Short Name of Account Owner] HRAC II to [Short Name MRI, and to deliver such documents to MRI as soon as practicable after the Closing Date, in the case of Receivables Purchaser]arising in the Initial Accounts, and as soon as practicable after the applicable Addition Date, in the case of Receivables arising in Additional Accounts, (ii) that to cause such financing statements shall and amendments to name [Short Name of Account Owner]HRAC II, as seller, and [Short Name of Receivables Purchaser]MRI, as purchaser, of the such Receivables and other Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to MRI (excluding such continuation statements, which shall be delivered as filed) and to [Short Name of Receivables Purchaser] (one or to the Master Trust Trusteemore Applicable Transferees, if [Short Name of Receivables Purchaser] MRI so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name . (c) In connection with each Conveyance of Receivables Purchaser] arising under Accounts, HRAC II further agrees that it will, at its own expense, (i) on or prior to record the Closing Date or the respective Addition Date, as applicable, indicate in its computer files and microfiche lists that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to MRI in accordance with this Agreement and the Supplemental Conveyance and (ii) on or prior to the date that is five Business Days after the Closing Date or the respective Addition Date, as applicable, deliver to MRI (and to one or more Applicable Transferees, if MRI so directs) a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Closing Date or the Additional Cut-Off Date, as applicable, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account (the “Account Schedule”). Such computer files and microfiche lists, as supplemented from time to time to reflect Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, shall be delivered to MRI (and to one or more Applicable Transferees, if so directed by MRI), shall be marked as proprietary and confidential, and are hereby incorporated into and made a part of this Agreement. An updated Account Schedule reflecting Automatic Additional Accounts shall be delivered quarterly by HRAC II to MRI no later than one month following the end of each fiscal quarter. (d) The parties hereto intend that the conveyance of HRAC II’s right, title and interest in and to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute an absolute sale, conveying good title free and clear of any Liens from HRAC II to MRI and that the Purchased Assets shall not be part of HRAC II’s estate in the event of the insolvency of HRAC II or a bankruptcy or similar event with respect to HRAC II. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or borrowing secured by such Purchased Assets, including for accounting purposes. In the event, however, that notwithstanding such intent it were determined that the transactions evidenced hereby constitute a loan or borrowing and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that HRAC II shall be deemed to have granted, and HRAC II does hereby grant, to MRI a first priority perfected security interest in all of HRAC II’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] Seller does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] Purchaser (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the under, whether now owned or hereafter acquired, all Receivables existing on as of the date hereof Cut-Off Time arising in the Accounts (including Transferred Accounts and hereafter Related Accounts related to such Accounts), and thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and in such Accounts, all monies due and or to become due and all amounts received or receivable with respect thereto and thereto, all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries Collections with respect to such Receivables, the trust over the foregoing created by Barclays Bank in favor of Raphaels Bank pursuant to the Declaration of Trust, each Xxxxxxxxx Receivables Purchase Agreement, the Sale and Purchase Agreement and all documents executed from time to time in connection therewith (all of the foregoing being the “Purchased Assets”). (b) In connection with The Receivables existing in the Accounts as of the Cut-Off Time and thereafter arising in the Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be and hereby are sold by Seller and purchased by Purchaser on the Closing Date. Receivables arising in the Accounts after the Closing Date and the related Purchased Assets shall be and hereby are sold by Seller and purchased by Purchaser on the date such Conveyance, [Short Name of Account Owner] agrees Receivables arise. (ic) to Seller shall record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to the Receivables, Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] Seller to [Short Name of Receivables Purchaser]. (d) Seller shall, at its own expense, (i) on or prior to the Closing Date, indicate in its books and records that the Purchased Assets have been conveyed to Purchaser in accordance with this Agreement and (ii) that such financing statements shall name [Short Name of on or prior to the Closing Date, deliver to Purchaser an Account Owner]Schedule. Such Account Schedule, as sellersupplemented from time to time, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filedto Purchaser. Once the books and records referenced in clause (i) of this paragraph have been indicated with respect to [Short Name any Purchased Asset, Seller further agrees not to alter such indication during the remaining term of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon this Agreement unless and until Seller has taken such action as is practicable after filingnecessary or advisable to cause the interest of Purchaser in the Purchased Assets to continue to be perfected and of first priority. (e) The parties hereto intend that the conveyance of the Purchased Assets by Seller to Purchaser shall constitute an absolute sale, conveying good title, free and clear of any Encumbrances, from Seller to Purchaser. [Short Name In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, this Agreement shall constitute a security agreement under applicable law, and Seller hereby grants to Purchaser a first priority perfected security interest in all of Account Owner] also authorizes [Short Name Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets and the proceeds thereof to secure the obligations of Receivables Purchaser] to record and file any of such financing statements and continuation statementsSeller hereunder.

Purchase. (a) By execution of this AgreementSubject to and on the terms and conditions set forth herein, [Short Name of Account Owner] does Funding Trust II hereby sellsells, transfertransfers, assign, set over conveys and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”)assigns, without recourse representation, warranty or recourse, except as provided specifically set forth herein, all of its right, title and interest in, in and to and under (i) the Receivables existing identified on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and Receivables Schedule attached hereto as Schedule I, (ii) all monies due and paid or to become due and all amounts received payable thereunder on or after June 29, 1997 (the "Cut-off Date"), (iii) the Related Security with respect thereto and to each such Receivable, (iv) all proceeds (includingof the foregoing, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries including all Collections or Related Security with respect to such Receivables, or other recoveries applied to repay or discharge any such Receivable received on or after the Cut-off Date (including net proceeds of sale or other disposition of repossessed Financed Vehicles that were the subject of any such Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables, (v) the Seller Transaction Documents and the Assignment Agreement, dated as of June 29, 1997 between Funding Trust II and Bankers Trust Company, as Trustee of the National Financial Auto Receivables Master Trust (the “Purchased Assets”"Assignment Agreement"). , (bvi) In connection with such Conveyanceall records relating to any of the foregoing, [Short Name (vii) all rights of Account Owner] agrees Funding Trust II assigned to Funding Trust II against Dealers under the Dealer Agreements and against Originators under the Originator Agreements, (iviii) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect other Trust Assets relating to the Receivables, meeting Receivables Assets and (ix) the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, proceeds of the Receivables and foregoing. Funding Trust I agrees to pay to Funding II on the Closing Date as the purchase price (iiithe "Purchase Price") for the Receivable Assets sold hereunder on such date an amount equal to deliver $57,461,207.08 in immediately available funds to an account at a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) bank designated by Funding Trust II to [Short Name of Receivables Purchaser] (or to the Master Funding Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.I.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] TRS does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] RFC VIII (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables existing on at the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and hereafter in each case thereafter created from time to time until in the termination of this Agreement pursuant Accounts (unless such Account has become a Removed Account), all Recoveries allocable to Article VI hereof and such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”). TRS does hereby further transfer, assign, set over and otherwise convey to RFC VIII all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC VIII on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account) and the related Purchased Assets shall be sold by TRS and purchased by RFC VIII on the date such Receivables arise. (b) In connection with such Conveyance, [Short Name of Account Owner] agrees TRS shall (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to the Receivables, Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] TRS to [Short Name of Receivables Purchaser]RFC VIII, (ii) that cause such financing statements shall and amendments to name [Short Name of Account Owner]TRS, as seller, and [Short Name of Receivables Purchaser]RFC VIII, as purchaser, of the Receivables Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) RFC VIII as soon as is practicable after filing. (c) TRS shall, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, indicate in its books and records (including its computer files) that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to RFC VIII in accordance with this Agreement and have been conveyed by RFC VIII to the Trust pursuant to the Transfer Agreement, and (ii) on or prior to (x) the Closing Date, in the case of Initial Accounts, and (y) the applicable Addition Date, in the case of Additional Accounts, deliver to RFC VIII an Account Schedule (provided, however, that such Account Schedule shall be provided in respect of New Accounts on the New Account Delivery Date) containing a true and complete list of all such Accounts. [Short Name TRS shall not alter the indication referenced in clause (i) of this paragraph with respect to any Account Owner] during the term of this Agreement unless and until such Account is no longer an Account or TRS has taken such action as is necessary or advisable to cause the interest of RFC VIII in the Purchased Assets to continue to be perfected and of first priority. The Account Schedules, as supplemented and amended, collectively shall be marked as Schedule 1 to this Agreement, shall be incorporated into and made a part of this Agreement and shall be updated by TRS on each Addition Date (or, with respect to New Accounts, on the New Account Delivery Date) to include any new Additional Accounts, and shall be updated by TRS not later than semi-annually to include any new Related Accounts. (d) The parties hereto intend that the conveyance of TRS’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from TRS to RFC VIII. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that TRS shall be deemed to have granted, and TRS does hereby grant, to RFC VIII a security interest, which security interest shall be a first priority perfected security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets to secure the obligations of TRS hereunder. (e) To the extent that TRS retains any interest in the Purchased Assets, TRS hereby grants to the Trust and the Indenture Trustee a security interest in all of TRS’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, to secure the performance of all of the obligations of TRS hereunder. With respect to such security interest and such collateral, the Trust and the Indenture Trustee shall have all of the rights that it has under the Transfer Agreement. Each of the Trust and the Indenture Trustee shall also authorizes [Short Name have all of Receivables Purchaser] the rights of a secured creditor under the UCC. (f) Each Account will continue to record be owned by the related Account Owner and file is not a Purchased Asset. (g) By executing this Agreement, each of TRS and RFC VIII acknowledges and agrees that (i) on and after the date of this Agreement, all references to the Original Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement, and (ii) all outstanding representations, warranties and covenants made by it in the Original Agreement and any of such financing statements its existing obligations under the Original Agreement shall remain in full force and continuation statementseffect under this Agreement, as amended and restated. (h) This Agreement does not constitute a novation of (i) any of the obligations arising under or in connection with the Original Agreement or (ii) any security interest granted under or in connection with the Original Agreement.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] Centurion does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] TRS (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables existing on at the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and hereafter at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and in each case thereafter created from time to time until in the termination of this Agreement pursuant Accounts, all Recoveries allocable to Article VI hereof and such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “including "proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “"PURCHASED ASSETS"). As purchaser of the Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees (i) TRS shall have the right to record pledge, assign, transfer, sell and fileexercise full control over all the Purchased Assets, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect subject to the Receivablesinterests of any subsequent purchaser or assignee of the Purchased Assets. The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, meeting and the requirements of applicable state law related Purchased Assets, shall be sold by Centurion and purchased by TRS on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by Centurion and purchased by TRS on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such manner Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by Centurion and purchased by TRS on the related Addition Date. Receivables arising after such Addition Date in such jurisdictions as are necessary to perfect, Additional Accounts and maintain perfection of, the Conveyance of such related Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of sold by Centurion and purchased by TRS on the date such Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsarise.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Bank does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HRAC (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on the date hereof Closing Date, in the case of Receivables arising in the Initial Accounts, and hereafter on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, and in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Recoveries with respect to such Accounts and all such Participation Interests, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”"PURCHASED ASSETS"). (b) In connection with such Conveyance, [Short Name of Account Owner] the Bank agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables existing at the close of business on the Closing Date and thereafter created in the Initial Accounts and existing as of the Additional Cut-Off Date and thereafter created in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets Receivables and all such Participation Interests from [Short Name of Account Owner] the Bank to [Short Name of Receivables Purchaser]HRAC, (ii) that such financing statements shall name [Short Name of Account Owner]the Bank, as seller, and [Short Name of Receivables Purchaser]HRAC, as purchaser, of the Receivables and all such Participation Interests and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) HRAC as soon as is practicable after filing. [Short Name . (c) In connection with each such Conveyance, the Bank further agrees that it will, at its own expense, (i) on or prior to (A) the Closing Date, in the case of Account Owner] also authorizes [Short Name Initial Accounts, (B) the applicable Addition Date, in the case of Additional Accounts, and (C) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files that, in the case of the Initial Accounts or the Additional Accounts, Receivables Purchaser] to record and file any of created in connection with such financing statements and continuation statements.Accounts have

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] ACCS does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] ACCR (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and hereafter on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Interchange and Recoveries with respect to such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof (collectively, the "PURCHASED ASSETS"). ACCS does hereby further transfer, assign, set over and otherwise convey to ACCR all of its right, title and interest in and under the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”)Purchase Agreements. (b) In connection with such Conveyance, [Short Name of Account Owner] ACCS agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables existing as of the Initial Cut-Off Date and thereafter created in the Initial Accounts, and existing as of the Additional Cut-Off Date and thereafter created in the Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] ACCS to [Short Name of Receivables Purchaser]ACCR, (ii) that such financing statements shall name [Short Name of Account Owner]ACCS, as seller, and [Short Name of Receivables Purchaser]ACCR, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) ACCR as soon as is practicable after filing. [Short Name . (c) In connection with such Conveyance, ACCS further agrees that it will, at its own expense, (i) on or prior to (x) the Closing Date, in the case of Initial Accounts, (y) the applicable Addition Date, in the case of Additional Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files that, in the case of the Initial Accounts or the Additional Accounts, Receivables created in connection with such Accounts have been conveyed to ACCR in accordance with this Agreement and have been conveyed by ACCR to the Trust pursuant to the Transfer and Servicing Agreement and have been pledged by the Trust to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders by including (or that, in the case of Removed Accounts, newly originated Receivables in such Accounts have been reassigned in accordance with this Agreement by deleting) in such computer files the code "02" in the field "CHD-PORTFOLIO-NO" which identifies each such Account Owner] also authorizes [Short Name and (ii) on or prior to (w) the Closing Date, in the case of Receivables Purchaser] the Initial Accounts, (x) the applicable Addition Date, in the case of designation of Aggregate Addition Accounts, (y) the applicable Addition Date, in the case of New Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to record deliver to ACCR a computer file or microfiche list containing a true and file any complete list of all such financing statements and continuation statements.Accounts specifying for each such Account, as of the Initial Cut-Off Date, in the case of the Initial Accounts, the applicable

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “"Conveyance”"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “"Purchased Assets”"). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements. (c) In connection with such Conveyance, [Short Name of Account Owner] and [Short Name of Receivables Purchaser] further agree that they will, at their own expense, on or before the Closing Date, indicate in their computer files or microfiche lists that the Receivables created in connection with the Designated Accounts have been conveyed to [Short Name of Receivables Purchaser] in accordance with this Agreement. (d) The parties hereto intend that the conveyance of [Short Name of Account Owner]'s right, title and interest in and to the Receivables shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from [Short Name of Account Owner] to [Short Name of Receivables Purchaser] and that the Receivables shall not be part of [Short Name of Account Owner]'s estate in the event of the insolvency of [Short Name of Account Owner] or a conservatorship, receivership or similar event with respect to [Short Name of Account Owner]. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and sale of such Receivables and not a loan. If, however, it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that [Short Name of Account Owner] shall be deemed to have granted to [Short Name of Receivables Purchaser] a first priority perfected security interest in all of [Short Name of Account Owner]'s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] TD does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Depositor on a fully-serviced basis (collectively, the “Conveyance”), without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables existing on at the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut- Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and hereafter in each case thereafter created from time to time until in the termination of this Agreement pursuant Accounts (unless such Account has become a Removed Account or a Purged Account), all Recoveries allocable to Article VI hereof and such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including, without limitation, including “proceeds” as defined in the UCCPPSA) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (collectively, the “Purchased Assets”). TD does hereby further transfer, assign, set over and otherwise convey to the Depositor all of its rights, remedies, powers, privileges and claims under or with respect to any related Receivables Purchase Agreement (whether arising pursuant to the terms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be sold by TD and purchased by the Depositor on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts (unless such Initial Account has become a Removed Account or a Purged Account) and the related Purchased Assets shall be sold by TD and purchased by the Depositor on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TD and purchased by the Depositor on the related Addition Date. Receivables arising after such Addition Date in such Additional Accounts (unless such Additional Account has become a Removed Account or a Purged Account) and the related Purchased Assets shall be sold by TD and purchased by the Depositor on the date such Receivables arise. (b) In connection with such Conveyance, [Short Name of Account Owner] agrees TD shall (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to the Receivables, Purchased Assets meeting the requirements of applicable state provincial or territorial law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] TD to [Short Name of Receivables Purchaser]the Depositor, (ii) that cause such financing statements shall and amendments to name [Short Name of Account Owner]TD, as seller, and [Short Name of Receivables Purchaser]the Depositor, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.Purchased Assets,

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Bank does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HRAC (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on (i) the Closing Date, in the case of Receivables arising in the Initial Accounts, (ii) each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts and the related Participation Interests conveyed pursuant to a Participation Interest Supplement, and (iii) commencing on the date hereof Transition Date, the day the Bank acquires rights in the related Newer Account, in the case of Receivables arising in the Newer Accounts, and hereafter in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Recoveries with respect to such Accounts and all such Participation Interests, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”"PURCHASED ASSETS"). (b) In connection with such Conveyance, [Short Name of Account Owner] the Bank agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables and Participation Interests conveyed pursuant to a Participation Interest Supplement, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets Receivables and all such Participation Interests from [Short Name of Account Owner] the Bank to [Short Name of Receivables Purchaser]HRAC, (ii) that such financing statements shall name [Short Name of Account Owner]the Bank, as seller, and [Short Name of Receivables Purchaser]HRAC, as purchaser, of the Receivables and all such Participation Interests and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) HRAC as soon as is practicable after filing. (c) In connection with each such Conveyance, the Bank further agrees that it will, at its own expense, on or prior to (A) the Closing Date, in the case of Initial Accounts, (B) the applicable Addition Date, in the case of Additional Accounts, and (C) the applicable Securitization Date, in the case of the related Newer Accounts, indicate in its computer files that, Receivables created in connection with such Accounts have been conveyed to HRAC in accordance with this Agreement and, as applicable, have been conveyed by HRAC to the Company in accordance with the Transferor RPA and, as applicable, have been conveyed by the Company to the Trust pursuant to the Transfer and Servicing Agreement and, as applicable, have been pledged by the Trust to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders by including in such computer files the code that identifies each such Account. [Short Name On or prior to each Securitization Date, HRAC will prepare a computer file or microfiche list containing a true and complete list of Securitized Accounts specifying, as of the Closing Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Securitization Date, in the case of the related Newer Accounts, (1) its account number, (2) the aggregate amount outstanding in such Account Owner] also authorizes [Short Name and (3) the aggregate amount of Principal Receivables Purchaser] in such Account. Each such computer file or microfiche list, as supplemented from time to record time to reflect Additional Accounts or Securitized Accounts, as appropriate, shall be an Account Schedule marked as SCHEDULE I to this Agreement, shall be delivered to the Bank, or its designee, and file is hereby incorporated into and made a part of this Agreement. The Bank further agrees not to alter the code referenced in the first sentence of this paragraph with respect to any such Account during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Bank's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Bank to HRAC and that the Purchased Assets shall not be part of the Bank's estate in the event of the insolvency of the Bank or a conservatorship, receivership or similar event with respect to the Bank. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or a borrowing secured by such Purchased Assets. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Bank shall be deemed to have granted and does hereby grant to HRAC a first priority perfected security interest in all of the Bank's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets to secure the obligations of the Bank hereunder. (e) To the extent that the Bank retains any interest in the Purchased Assets, the Bank hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of the Bank's right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Securitized Receivables and other related Purchased Assets that are pledged to the Indenture Trustee pursuant to the Indenture (collectively, the "TRUST COLLATERAL"), to secure the performance of all of the obligations of the Bank under this Agreement and any other agreement or document related to the Transfer and Servicing Agreement or the Indenture. With respect to the Trust Collateral, the Indenture Trustee shall have all of the rights that it has under the Transfer and Servicing Agreement and the Indenture and all of the rights of a secured creditor under the UCC. (f) The Bank and HRAC may designate revolving credit accounts which would otherwise be Accounts as Excluded Accounts and the Receivables related to such Excluded Accounts shall be excluded from sale hereunder. This designation shall be evidenced by the Bank in an Account Schedule, and such Account Schedule, as amended and supplemented from time to time, shall be incorporated into and marked as Schedule II to this Agreement.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] does (i) IP Finance I, IP Finance II and IP Funding do hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”), without recourse except as provided hereinrecourse, all its of their respective right, title and interest inin and to the Initial Receivables as of the Initial Cut-Off Date and (ii) each Seller hereby transfers, assigns, and otherwise conveys to the Purchaser, without recourse, all of their respective right, title and under interest in and to any Additional Receivables, arising after the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement Initial Cut-Off Date, which have been designated as such pursuant to Article VI Section 2.2 hereof (the transfers in (i) and (ii) collectively the "Conveyance"), in each case, together with all Collections thereon, other than Credit Balances, and each Seller's entire beneficial interest in (1) all rights in respect of Unearned Premium, all rights against insurance companies with respect to policies giving rise to Deferred Payment Obligations, upon the cancellation or other modification of such policies, and all monies due and or to become due and collateral for any of the foregoing, (2) all amounts received claims against any Third Party Originators with respect thereto to the Premium Finance Obligations conveyed hereunder, (3) all other collateral, guarantee or support arrangements pertaining to such Premium Finance Obligations or such obligations of insurance companies and Third-Party Originators and (4) all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables the foregoing received by the Sellers on or after the Initial Cut-Off Date and all proceeds of any of the foregoing (the “foregoing the "Purchased Assets”"). (ba) In connection with such Conveyance, [Short Name of Account Owner] each Seller agrees (i) to record and file, at its own expense, any one or more financing statements (and continuation statements with respect to such financing statements when applicable) and to take such other action with respect to the Initial Receivables and the Additional Receivables, as applicable, and related assets with respect to such Seller, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfecteffect the transfer and sale of, to perfect a first priority ownership or security interest in, and to maintain such ownership and perfection of, the Conveyance of such Purchased Assets from [Short Name such Seller to Purchaser after the Initial Closing Date and any Addition Date (and the Purchaser to the Trust, as assignee and to the Trustee for the benefit of Account Owner] to [Short Name the Noteholders as assignee of Receivables Purchaser]the Trust if Purchaser so directs), (ii) that such financing statements shall name [Short Name of Account Owner]AIC, AICCO, IP Finance I, IP Finance II or IP Funding, as applicable, as seller, and [Short Name of Receivables Purchaser], as purchaser, purchaser of the Receivables Purchased Assets, and the Trustee, as assignee, and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] Purchaser (or and to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. (b) In connection with such Conveyance, each Seller further agrees that it will, at its own expense, (i) on or prior to the Initial Closing Date indicate in its computer files that the Initial Receivables sold by it have been (A) sold to Purchaser pursuant to this Agreement and sold by Purchaser to the Trust pursuant to the Sale and Servicing Agreement and (B) transferred to the Trustee pursuant to the Base Indenture for the benefit of the Noteholders, by including in such computer files a code or other notation identifying such Initial Receivables, (ii) on each Addition Date, indicate in its computer files that the Additional Receivables have been (A) sold to Purchaser pursuant to this Agreement and sold by Purchaser to the Trust pursuant to the Sale and Servicing Agreement and (B) transferred to the Trustee pursuant to the Base Indenture for the benefit of the Noteholders, by including in such computer files a code or other notation identifying such Additional Receivables, (iii) on each Removal Date, indicate in its computer files or microfiche lists that the Removed Receivables have been reassigned to it by deleting in such computer files the code or other notation identifying such Removed Receivables, (iv) deliver to the Purchaser on each Addition Date or Removal Date, a computer file, or microfiche list containing a true and complete list of all such Additional or Removed Receivables, specifying for each such Originator Receivable, as of the applicable Cut-Off Date or the Removal Date, as applicable, (A) the aggregate amount outstanding with respect to such Originator Receivable and (B) the aggregate amount of Principal Receivables with respect to such Originator Receivable. [Short Name Such computer files or microfiche lists, as supplemented from time to time to reflect Additional Receivables and Removed Receivables, shall be marked as Schedule I to this Agreement, shall be delivered to Purchaser (and to the Trustee) and marked as proprietary and confidential, and are hereby incorporated into and made a part of Account Owner] also authorizes [Short Name this Agreement. Each Seller further agrees not to alter the code or other notation referenced in clauses (i), (ii) and (iii) of this paragraph with respect to any Originator Receivable during the term of this Agreement unless and until (x) such Originator Receivable becomes a Removed Receivable, or (y) such Seller shall have delivered to Purchaser and the Trustee at least 30 days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the respective interests of Purchaser and the Trustee in the Originator Receivables Purchaser] to record continue to be perfected with the priority required by this Agreement and file any the Sale and Servicing Agreement, respectively. (c) It is the intention of the parties hereto that the conveyance of the Purchased Assets, hereunder by the Sellers to Purchaser as provided in this Section 2.1 be, and be construed as, an absolute sale, without recourse, of such financing statements Purchased Assets by the Sellers to Purchaser. Furthermore, it is not intended that such conveyance be deemed a pledge of such Purchased Assets by the Sellers to Purchaser to secure a debt or other obligation of the Sellers. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC and continuation statementsthe Sellers hereby grant to Purchaser a "security interest" within the meaning of Article 9 of the UCC in all of the Sellers' right, title and interest in and to such Purchased Assets and all amounts payable to the holders of such Purchased Assets after the Initial Closing Date or Addition Date, as applicable, in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to secure the payment of all amounts due and to become due in respect of such Purchased Assets and any other amounts owed to Purchaser hereunder.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] does the Sellers do hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] Purchaser (collectively, the “"Conveyance”"), without recourse except as provided hereinrecourse, all its of their respective right, title and interest inin and to the Additional Receivables, to and under including all Collections thereon, other than Credit Balances, received by the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables Sellers (the “"Purchased Assets”"). (b) In connection with such Conveyance, [Short Name of Account Owner] each Seller agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) and to take such other action with respect to the Receivables, Additional Receivables meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] such Seller to [Short Name of Receivables Purchaser]Purchaser after the Closing Date (and the Purchaser to the Trust, as assignee, if Purchaser so directs), (ii) that such financing statements shall name [Short Name of Account Owner]AIC or AICCO, as applicable, as seller, and [Short Name of Receivables Purchaser], as purchaser, purchaser of the Receivables (or Purchaser as seller and Trust as purchaser if Purchaser so directs) and (iiiii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] Purchaser (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] Purchaser so directs) as soon as is practicable after filing. (c) In connection with such Conveyance, each Seller further agrees that it will, at its own expense, (i) on each Addition Date, indicate in its computer files or microfiche lists that the Additional Receivables have been (A) sold to Purchaser pursuant to this Agreement and (B) transferred by Purchaser to the Trustee pursuant to the Pooling and Servicing Agreement for the benefit of the Certificateholders, by including in such computer files or microfiche lists a code or other notation identifying such Additional Receivables, (ii) on each Removal Date, indicate in its computer files or microfiche lists that the Removed Receivables have been reassigned to it by deleting in such computer files or microfiche lists the code or other notation identifying such Removed Receivables, (iii) deliver to the Purchaser on each Addition Date or Removal Date, a computer file, microfiche or printed list containing a true and complete list of all such Additional or Removed Receivables, specifying for each such Receivable, as of the applicable Addition Cut-Off Date or the Removal Date, as applicable, (A) its account number, (B) the aggregate amount outstanding in such Receivable and (C) the aggregate amount of Principal Receivables in such Receivable. [Short Name Such computer files or microfiche lists, as supplemented from time to time to reflect Additional Receivables and Removed Receivables, shall be marked as Schedule I to this Agreement, shall be delivered to Purchaser (or to the Trustee, if so directed by Purchaser) and marked as proprietary and confidential, and are hereby incorporated into and made a part of Account Owner] also authorizes [Short Name this Agreement. Each Seller further agrees not to alter the code or other notation referenced in clauses (i) and (ii) of this paragraph with respect to any Receivable during the term of this Agreement unless and until (x) such Receivable becomes a Removed Receivable, or (y) such Seller shall have delivered to Purchaser and the Trustee at least 30 days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the respective interests of Purchaser and the Trustee in the Receivables Purchaser] to record continue to be perfected with the priority required by this Agreement and file any the Pooling and Servicing Agreement, respectively. (d) It is the intention of the parties hereto that the conveyance of the Receivables hereunder by the Sellers to Purchaser as provided in this Section 2.1 be, and be construed as, an absolute sale, without recourse, of such financing statements Receivables by the Sellers to Purchaser. Furthermore, it is not intended that such conveyance be deemed a pledge of such Receivables by the Sellers to Purchaser to secure a debt or other obligation of the Sellers. If, however, notwithstanding the intention of the parties, the conveyance provided for in this Section 2.1 is determined to be a transfer for security, then this Agreement shall also be deemed to be a security agreement within the meaning of Article 9 of the UCC and continuation statementsthe Sellers hereby grant to Purchaser a "security interest" within the meaning of Article 9 of the UCC in all of the Sellers' right, title and interest in and to such Receivables and all amounts payable to the holders of such Receivables after the Closing Date in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to secure the payment of all amounts due and to become due in respect of such Receivables and any other amounts owed to Purchaser hereunder.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] HRAC does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Company (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on the date hereof Closing Date, in the case of Receivables whether now existing or hereafter created and hereafter owned by HRAC arising in the Initial Accounts, on each Additional Account Cut-Off Date, in the case of Receivables arising in the Additional Accounts, and on each Creation Date, in the case of Receivables arising in the Automatic Additional Accounts, and in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and VIII hereof, all Collections with respect to such Accounts, all other monies due and or to become due and all amounts received or receivable with respect thereto thereto, (including all Finance Charges, Recoveries and Interchange, if any) and all proceeds (including, without limitation, Insurance Proceeds and “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees HRAC agrees, acting directly, or through agents, (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables existing at the close of business on the Closing Date and thereafter created in the Initial Accounts and existing as of the Additional Account Cut-Off Date and thereafter created in the Additional Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Receivables and other Purchased Assets from [Short Name of Account Owner] HRAC to [Short Name of Receivables Purchaser]the Company, (ii) that such financing statements shall name [Short Name of Account Owner]HRAC, as seller, and [Short Name of Receivables Purchaser]the Company, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Company as soon as is practicable after filing. (c) In connection with each such Conveyance, HRAC further agrees, acting directly, or through agents, that it will, at its own expense, (i) on or prior to (A) the Closing Date, in the case of Initial Accounts, (B) the applicable Additional Account Closing Date, in the case of Additional Accounts, and (C) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files that, in the case of the Initial Accounts, the Additional Accounts or Automatic Additional Accounts, Receivables created in connection with such Accounts have been conveyed to the Company in accordance with this Agreement and, as applicable, have been conveyed by the Company to the Trust pursuant to the Master Pooling and Servicing Agreement by including (or deleting, in the case of newly originated Receivables in Removed Accounts) in such computer files the code that identifies each such Account and (ii) on or prior to (A) the date that is five Business Days after the Closing Date, in the case of the Initial Accounts, (B) the date that is five Business Days after the applicable Additional Account Closing Date, in the case of designation of Additional Accounts, (C) the applicable date as set forth in Subsection 2.1 of the Master Pooling and Servicing Agreement, in the case of Automatic Additional Accounts and (D) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Company a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Closing Date, in the case of the Initial Accounts, the applicable Additional Account Cut-Off Date, in the case of Additional Accounts, the applicable date, in the case of Automatic Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (1) its account number, (2) the aggregate amount outstanding in such Account and (3) the aggregate amount of Principal Receivables in such Account. [Short Name Each such computer file or microfiche list, as supplemented from time to time to reflect Additional Accounts or Removed Accounts, shall be marked as Schedule I to this Agreement, shall be delivered to the Company in the same manner as the Transferor is required to deliver similar schedules under the terms of the Master Pooling and Servicing Agreement, and is hereby incorporated into and made a part of this Agreement. HRAC further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account Owner] also authorizes [Short Name during the term of Receivables Purchaser] this Agreement unless and until such Account becomes a Removed Account. (d) The parties hereto intend that the conveyance of HRAC’s right, title and interest in and to record the Purchased Assets shall constitute an absolute sale, conveying good title free and file clear of any liens, claims, encumbrances or rights of others from HRAC to the Company and that the Purchased Assets shall not be part of HRAC’s estate in the event of the insolvency of HRAC or a conservatorship, receivership or similar event with respect to HRAC. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or a borrowing secured by such Purchased Assets. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that HRAC shall be deemed to have granted and does hereby grant to the Company a first priority perfected security interest in all of HRAC’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets to secure the obligations of HRAC hereunder. (e) To the extent that HRAC retains any interest in the Purchased Assets, HRAC hereby grants to the Trust a security interest in all of HRAC’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Receivables and other Purchased Assets that are intended to be pledged to the Trust pursuant to the Master Pooling and Servicing Agreement (collectively, the “Trust Collateral”), to secure the performance of all of the obligations of HRAC under this Agreement and any other agreement or document related to the Master Pooling and Servicing Agreement. With respect to the Trust Collateral, the Trust shall have all of the rights that it has under the Master Pooling and Servicing Agreement and all of the rights of a secured creditor under the UCC.

Purchase. (a) By execution of SECTION 2.1 Agreement to Transfer, Sell, Contribute and Assign on the Closing Date. On the terms and subject to the conditions set forth in this Agreement, [Short Name of Account Owner] the Depositor does hereby irrevocably transfer, sell, transfer, assign, set over contribute and assign and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”), Issuer without recourse except as provided (subject to the obligations herein, ) on the Closing Date all of its right, title and interest in, to and under the Receivables existing following property and as evidenced by an Assignment substantially in the form of Exhibit A (the “Assignment”) delivered on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds Closing Date (includingcollectively, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”).): (b) In connection with such Conveyance, [Short Name of Account Owner] agrees (i) all right, title and interest of the Depositor in, to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to under the Receivables, meeting Receivables listed on the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name Schedule of Receivables Purchaser], and all monies received thereon after the Cut-Off Date; (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, the interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to such Receivables and and, to the extent permitted by law, any accessions thereto; (iii) to deliver a file-stamped copy the interest of such financing statements the Depositor in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other evidence insurance policies covering Financed Vehicles or Obligors; (iv) the interest of such filings the Depositor in any proceeds from recourse against Dealers on Receivables acquired from Dealers; (excluding such continuation statementsv) [all right, which shall be delivered as filedtitle and interest of the Depositor in, to and under the [intermediate purchase agreements], including the right to cause [intermediate purchasers], to repurchase Receivables under certain circumstances;] (vi) all of the Depositor’s rights to the Receivable Files; and (vii) the interest of the Depositor in any proceeds of the property described in clauses (i) and (ii) above. The sale, transfer, contribution, assignment and conveyance made hereunder does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Depositor, [Short Name any intermediate purchaser] or any Originator to the Obligors or any other Person in connection with the Receivables listed on the Schedule of Receivables Purchaseror the other assets and properties conveyed hereunder or any agreement, document or instrument related thereto. Notwithstanding the other terms of this Agreement, the Depositor and the Issuer hereby acknowledge that [BANA] (expressly retains all, and has not transferred hereunder any, of its rights to obtain refunds or claim credits or deductions relating to state and local sales or use, gross receipts, transaction privilege, value added, business and occupation and other similar taxes attributable to accounts charged off by the Master Trust TrusteeIssuer or its affiliates, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementssubsidiaries, assignees or transferees.

Purchase. (a) By execution of this Agreement and subject to the terms and conditions of this Agreement, [Short Name of Account Owner] does hereby the Seller shall sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HARC (collectively, the “"Conveyance”") without recourse (but without limitation of its obligations in this Agreement), without recourse except as provided hereinand HARC shall purchase, all its right, title and interest in, of Seller in and to: (i) each and every Receivable listed on Schedule A hereto or to and under the related Receivables existing on the date hereof and hereafter created from time to time until the termination of this Purchase Agreement pursuant to Article VI hereof Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due and on or to become due and all amounts before the related Cutoff Date but received with respect thereto and all proceeds by the Seller on or after such date); (including, without limitation, “proceeds” as defined ii) the security interests in the UCCrelated Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) thereof all rights of the Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive Interchange and Recoveries proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the “Purchased Assets”)related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, [Short Name of Account Owner] Seller further agrees (i) to record and filethat it will, at its own expense, any financing statements on or prior to the Purchase Date (i) indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and continuation statements have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Noteholders by including in such computer files and microfiche lists the code identifying each such Receivable and (ii) deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to such financing statements when applicableany Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is the intention of the parties hereto that the arrangements with respect to the ReceivablesReceivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, meeting however, that a court of competent jurisdiction were to hold that the requirements transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable state law in such manner and in such jurisdictions as are necessary to perfectlaw, and maintain perfection of, the Conveyance that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Purchased Assets from [Short Name of Account Owner] Seller's right, title and interest in and to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsOther Conveyed Property.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Seller does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Purchaser (collectively, the “"Conveyance”"), without recourse except as provided hereinrecourse, all its right, title and interest in, to and under the Receivables existing in all Accounts at the close of business on the date hereof each Closing Date (which shall occur from time to time as Accounts are created), and hereafter in each case thereafter, Receivables created from time to time in such Accounts ("New Receivables") until the termination of this Agreement pursuant to Article VI hereof and VIII hereof; all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and thereto; the right to receive Interchange and Recoveries with respect to such Receivables and all of the Seller's right, title and interest in and to any Merchant Termination Payments which relate to any Receivables sold by the Seller to the Purchaser under this Agreement, and the security interest granted pursuant to Section 3.02 (the “"Purchased Assets”"). (b) In connection with such Conveyance, [Short Name of Account Owner] the Seller agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables and other Purchased Assets now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] the Seller to [Short Name of Receivables the Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner]the Seller, as seller, and [Short Name of Receivables the Purchaser], as purchaser, of the Receivables and other Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Purchaser as soon as is practicable after filing. (c) In connection with such Conveyance, the Seller further agrees that it will, at its own expense, on each Closing Date (i) indicate in its computer files that Receivables created in connection with such Accounts have been conveyed to the Purchaser in accordance with this Agreement by including in such computer files a code identifying each such Account and (ii) deliver an Account Schedule to the Purchaser on the Amendment Date, on each Addition Date (as such term is defined in the Servicing Corp. Receivables Purchase Agreement) and on or before each Closing Date. [Short Name Each such file or list, as supplemented from time to time to reflect New Receivables, shall be marked as Schedule I to this Agreement, shall be delivered to the Purchaser, and is hereby incorporated into and made a part of this Agreement. The Seller further agrees not to alter the code referenced in this paragraph with respect to any Account Owner] also authorizes [Short Name during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and the other Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Purchaser] . It is the intention of the parties hereto that the arrangements with respect to record the Receivables and file any the other Purchased Assets shall constitute a purchase and sale of such financing statements Receivables and continuation statementsnot a loan. (e) In addition to the Conveyance of Purchased Assets, the Seller does hereby assign to the Purchaser all of the Seller's rights to enforce the terms of the Merchant Agreements, including the collection of amounts due thereunder, in the event of the termination of any such agreement and, in particular, to enforce any obligation of the Merchant to make payment for Receivables purchased by or on behalf of the Merchant to the extent such Receivables have been sold by the Seller to the Purchaser under the terms of this Agreement and the Seller recognizes and agrees that the Purchaser will assign such rights to enforce the terms of the Merchant Agreements to the Purchaser under the terms of the Servicing Corp. Receivables Purchase Agreement and that such Purchaser will transfer such rights to a trust and finally to the Indenture Trustee as further security for notes and other interests issued under the Indenture (as defined in the Servicing Corp. Receivables Purchase Agreement). (f) The Seller and the Purchaser may at any time by mutual agreement designate Accounts that will become Additional Accounts under the terms of the Servicing Corp. Receivables Purchase Agreement, and the Seller recognizes and agrees that with respect to the Receivables in those Accounts, upon the Addition Date for those Accounts, the Receivables will be sold by the Purchaser under the terms of the Servicing Corp. Receivables Purchase Agreement. On or before each Addition Date under the Servicing Corp. Receivables Purchase Agreement, the Seller will deliver to the Purchaser, or to such other entity as the Purchaser may direct, an Account Schedule with respect to the Additional Accounts.

Purchase. (a) By execution of this Agreement and subject to the terms and conditions of this Agreement, [Short Name of Account Owner] does hereby on a Purchase Date with respect to a Receivables Purchase Agreement Supplement, Seller shall sell, transfer, assign, set over and otherwise convey to [Short Name HARC (each, a "CONVEYANCE") without recourse (but without limitation of Receivables Purchaser] (collectively, the “Conveyance”its obligations in this Agreement), without recourse except as provided hereinand HARC shall purchase, all its right, title and interest in, to of Seller in and under the Receivables existing on the date hereof to: (i) each and hereafter created every Receivable listed from time to time until the termination of this on Schedule A to such related Receivables Purchase Agreement pursuant to Article VI hereof Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due and on or to become due and all amounts before the related Cutoff Date but received with respect thereto and all proceeds by Seller after such date); (including, without limitation, “proceeds” as defined ii) the security interests in the UCCrelated Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of Seller in such Financed Vehicles; (iii) thereof all rights of Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive Interchange and Recoveries proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (v) all rights of Seller under any Service Contracts on the “Purchased Assets”)related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to 3 the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) all property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to the liquidation of such Receivable; and (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Simultaneously with each Conveyance, HARC will pay or cause to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the related Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such each Conveyance, [Short Name of Account Owner] Seller further agrees (i) to record and filethat it will, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect on or prior to the Receivablesrelated Purchase Date (i) indicate in its computer files or microfiche lists that the related Receivables have been conveyed to HARC in accordance with this Agreement and the related Receivables Purchase Agreement Supplement, meeting and have been conveyed by HARC to the requirements related Indenture Trustee pursuant to the related Master Sale and Servicing Agreement for the benefit of applicable state law the related Secured Parties by including in such manner computer files and in microfiche lists the code identifying each such jurisdictions as are necessary to perfect, Receivable and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) deliver to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] HARC (or to the Master Trust Trustee, related Indenture Trustee if [Short Name of Receivables Purchaser] HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as soon of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the related Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that each Conveyance shall constitute a sale of the Seller's right, title and interest in and to the related Receivables and Other Conveyed Property, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the such Receivables and Other Conveyed Property subject to such Conveyance shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is practicable after filing. [Short Name the intention of Account Owner] also authorizes [Short Name the parties hereto that the arrangements with respect to each Conveyance of Receivables Purchaser] to record and file any Other Conveyed Property shall constitute a purchase and sale of such financing statements Receivables and continuation statementsOther Conveyed Property and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Seller's right, title and interest in and to the Receivables and Other Conveyed Property.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Bank does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HPLAC (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on (i) the Closing Date, in the case of Receivables arising in the Initial Accounts, (ii) each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts and the related Participation Interests conveyed pursuant to a Participation Interest Supplement, and (iii) commencing on the date hereof Transition Date, the day the Bank acquires rights in the related Newer Account, in the case of Receivables arising in the Newer Accounts, and hereafter in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Recoveries with respect to such Accounts and all such Participation Interests, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] the Bank agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables and Participation Interests conveyed pursuant to a Participation Interest Supplement, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets Receivables and all such Participation Interests from [Short Name of Account Owner] the Bank to [Short Name of Receivables Purchaser]HPLAC, (ii) that such financing statements shall name [Short Name of Account Owner]the Bank, as seller, and [Short Name of Receivables Purchaser]HPLAC, as purchaser, of the Receivables and all such Participation Interests and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) HPLAC as soon as is practicable after filing. (c) In connection with each such Conveyance, the Bank further agrees that it will, at its own expense, on or prior to (A) the Closing Date, in the case of Initial Accounts, (B) the applicable Addition Date, in the case of Additional Accounts, and (C) the applicable Securitization Date, in the case of the related Newer Accounts, indicate in its computer files that, Receivables created in connection with such Accounts have been conveyed to HPLAC in accordance with this Agreement and, as applicable, have been conveyed by HPLAC to the Company in accordance with the Transferor RPA and, as applicable, have been conveyed by the Company to the Trust pursuant to the Transfer and Servicing Agreement and, as applicable, have been pledged by the Trust to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders or otherwise conveyed by including in such computer files the code that identifies each such Account. [Short Name On or prior to each Securitization Date, HPLAC will prepare a computer file or microfiche list containing a true and complete list of Securitized Accounts specifying, as of the Closing Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Securitization Date, in the case of the related Newer Accounts, (1) its account number, (2) the aggregate amount outstanding in such Account Owner] also authorizes [Short Name and (3) the aggregate amount of Principal Receivables Purchaser] in such Account. Each such computer file or microfiche list, as supplemented from time to record time to reflect Additional Accounts or Securitized Accounts, as appropriate, shall be an Account Schedule marked as Schedule I to this Agreement, shall be delivered to the Bank, or its designee, and file is hereby incorporated into and made a part of this Agreement. The Bank further agrees not to alter the code referenced in the first sentence of this paragraph with respect to any such Account during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Bank’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Bank to HPLAC and that the Purchased Assets shall not be part of the Bank’s estate in the event of the insolvency of the Bank or a conservatorship, receivership or similar event with respect to the Bank. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or a borrowing secured by such Purchased Assets. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Bank shall be deemed to have granted and does hereby grant to HPLAC a first priority perfected security interest in all of the Bank’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets to secure the obligations of the Bank hereunder. (e) To the extent that the Bank retains any interest in the Purchased Assets, the Bank hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of the Bank’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Securitized Receivables and other related Purchased Assets that are pledged to the Indenture Trustee pursuant to the Indenture (collectively, the “Trust Collateral”), to secure the performance of all of the obligations of the Bank under this Agreement and any other agreement or document related to the Transfer and Servicing Agreement or the Indenture. With respect to the Trust Collateral, the Indenture Trustee shall have all of the rights that it has under the Transfer and Servicing Agreement and the Indenture and all of the rights of a secured creditor under the UCC. (f) The Bank and HPLAC may designate revolving credit accounts which would otherwise be Accounts as Excluded Accounts and the Receivables related to such Excluded Accounts shall be excluded from sale hereunder. This designation shall be evidenced by the Bank in an Account Schedule, and such Account Schedule, as amended and supplemented from time to time, shall be incorporated into and marked as Schedule II to this Agreement.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] Columbus Bank does hereby sell, transfer, assign, set over and otherwise convey convey, to [Short Name of Receivables Purchaser] CompuCredit (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables (other than the Retained Interest therein) existing on the date hereof September [__], 2003 and hereafter thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and hereof, all monies due and or to become due and due, all amounts received with respect thereto and all proceeds (includingthereto, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (other than with respect to the Retained Interest therein) (all of the foregoing being referred to herein as the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] Columbus Bank agrees (i) to cooperate with CompuCredit, and CompuCredit agrees to record and file, at its own expensethe expense of CompuCredit, any financing statements (and continuation statements with respect amendments to such financing statements when applicablestatements) with respect to the ReceivablesTransferred Interest in the Receivables and the other Purchased Assets now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] Columbus Bank to [Short Name of Receivables Purchaser], CompuCredit and (ii) that such financing statements shall name [Short Name of Account Owner]Columbus Bank, as seller, and [Short Name of Receivables Purchaser]CompuCredit, as purchaser, of the Receivables and (iii) the other Purchased Assets; and CompuCredit agrees to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered to CFC and the Indenture Trustee as filed) to [Short Name assignee of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) CFC as soon as is practicable after filing. [Short Name Columbus Bank hereby authorizes and ratifies all such filings. (c) In connection with such Conveyance, Columbus Bank and CompuCredit further agree that they will, on or prior to the date hereof and as new Columbus Accounts are originated, indicate in their computer files or microfiche lists that the Transferred Interest in the Receivables created in connection with the Columbus Accounts has been conveyed to CompuCredit in accordance with this Agreement. (d) The parties hereto intend that the conveyance of Account Owner] also authorizes [Short Name Columbus Bank’s right, title and interest in and to the Receivables (other than the Retained Interest) and the other Purchased Assets shall constitute a sale conveying good title free and clear of any liens, claims, encumbrances or rights of others from Columbus Bank to CompuCredit and that the Receivables Purchaser] (other than the Retained Interest) and the other Purchased Assets shall not be part of Columbus Bank’s estate in the event of the insolvency of Columbus Bank or a conservatorship, receivership or similar event with respect to record Columbus Bank. It is the intention of the parties hereto that the arrangements with respect to the Receivables (other than the Retained Interest) and file any the other Purchased Assets shall constitute a purchase and sale of such financing statements Receivables (other than the Retained Interest) and continuation statementsthe other Purchased Assets and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, this Agreement shall constitute a security agreement under applicable law, and Columbus Bank hereby grants to CompuCredit a first priority perfected security interest in all of Columbus Bank’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables (other than the Retained Interest) and the other Purchased Assets. (e) With respect to charged-off Columbus Accounts that have been conveyed to CompuCredit under the Affinity Agreement, the parties hereto acknowledge that any Receivables that arise in such charged-off Columbus Accounts after the date such account is conveyed to CompuCredit are not the subject of this Agreement.

Purchase. (a) By execution of this AgreementSubject to and on the terms and conditions set forth herein, [Short Name of Account Owner] does Funding Trust II hereby sellsells, transfertransfers, assign, set over conveys and otherwise convey to [Short Name of Receivables Purchaser] (collectively, the “Conveyance”)assigns, without recourse representation, warranty or recourse, except as provided specifically set forth herein, all of its right, title and interest in, in and to and under (i) the Receivables existing identified on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and Receivables Schedule attached hereto as Schedule I, (ii) all monies due and paid or to become due and all amounts received payable thereunder on or after October 21, 1996 (the "Cut-off Date"), (iii) the Related Security with respect thereto and to each such Receivable, (iv) all proceeds (includingof the foregoing, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries including all Collections or Related Security with respect to such Receivables, or other recoveries applied to repay or discharge any such Receivable received on or after the Cut-off Date (including net proceeds of sale or other disposition of repossessed Financed Vehicles that were the subject of any such Receivable) or other collateral or property of any Obligor or any other party directly or indirectly liable for payment of such Receivables, (v) the Seller Transaction Documents and the Assignment Agreement, dated as of October 21, 1996 between Funding Trust II and Bankers Trust Company, as Trustee of the National Financial Auto Receivables Master Trust (the “Purchased Assets”"Assignment Agreement"). , (bvi) In connection with such Conveyanceall Records relating to any of the foregoing, [Short Name of Account Owner] agrees (ivii) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect other Trust Assets relating to the Receivables, meeting Receivables Assets and (viii) the requirements proceeds of applicable state law in the foregoing. Funding Trust I agrees to pay to Funding Trust II on the Closing Date as the purchase price (the "Purchase Price") for the Receivable Assets sold hereunder on such manner and in such jurisdictions as are necessary date an amount equal to perfect, and maintain perfection of, 100% of the Conveyance of such Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, aggregate Outstanding Principal Balance of the Receivables and (iii) as of the Cut-off Date in immediately available funds to deliver an account at a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) bank designated by Funding Trust II to [Short Name of Receivables Purchaser] (or to the Master Funding Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.I.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] Seller does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] Purchaser (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the under, whether now owned or hereafter acquired, all Receivables existing on as of the date hereof Cut-Off Time arising in the Accounts (including Transferred Accounts and hereafter Related Accounts related to such Accounts), and thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and in such Accounts, all monies due and or to become due and all amounts received or receivable with respect thereto and thereto, all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries Collections with respect to such Receivables, the trust over the foregoing created by Barclays Bank in favor of Raphaels Bank pursuant to the Declaration of Trust, each Xxxxxxxxx Receivables Purchase Agreement, the Sale and Purchase Agreement and all documents executed from time to time in connection therewith (all of the foregoing being the “Purchased Assets”). (b) In connection with The Receivables existing in the Accounts as of the Cut-Off Time and thereafter arising in the Accounts on or prior to the Closing Date, and the related Purchased Assets, shall be and hereby are sold by Seller and purchased by Purchaser on the Closing Date. Receivables arising in the Accounts after the Closing Date and the related Purchased Assets shall be and hereby are sold by Seller and purchased by Purchaser on the date such Conveyance, [Short Name of Account Owner] agrees Receivables arise. (ic) to Seller shall record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to the Receivables, Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] Seller to [Short Name of Receivables Purchaser]. (d) Seller shall, at its own expense, (i) on or prior to the Closing Date, indicate in its books and records that the Purchased Assets have been conveyed to Purchaser in accordance with this Agreement and (ii) that such financing statements shall name [Short Name of on or prior to the Closing Date, deliver to Purchaser an Account Owner]Schedule. Such Account Schedule, as sellersupplemented from time to time, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filedto Purchaser. Once the books and records referenced in clause (i) of this paragraph have been indicated with respect to [Short Name any Purchased Asset, Seller further agrees not to alter such indication during the remaining term of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon this Agreement unless and until Seller has taken such action as is practicable after filingnecessary or advisable to cause the interest of Purchaser in the Purchased Assets to continue to be perfected and of first priority. (e) The parties hereto intend that the conveyance of the Purchased Assets by Seller to Purchaser shall constitute an absolute sale, conveying good title, free and clear of any Encumbrances, from Seller to Purchaser. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, this Agreement shall constitute a security agreement under applicable law, and Seller hereby grants to Purchaser a first priority perfected security interest in all of Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets and the proceeds thereof to secure the obligations of Seller hereunder. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.END OF ARTICLE II]

Purchase. (a) By execution of this Agreement and subject to the terms and conditions of this Agreement, [Short Name of Account Owner] does hereby the Seller shall sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HARC (collectively, the “"Conveyance”") without recourse (but without limitation of its obligations in this Agreement), without recourse except as provided hereinand HARC shall purchase, all its right, title and interest in, of Seller in and to: (i) each and every Receivable listed on Schedule A hereto or to and under the related Receivables existing on the date hereof and hereafter created from time to time until the termination of this Purchase Agreement pursuant to Article VI hereof Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due and on or to become due and all amounts before the related Cutoff Date but received with respect thereto and all proceeds by the Seller on or after such date); (including, without limitation, “proceeds” as defined ii) the security interests in the UCCrelated Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) thereof all rights of the Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments or Unaffiliated Originator Receivables Purchase Agreements related to such Receivables; (iv) any proceeds and the right to receive Interchange and Recoveries proceeds with respect to such Receivables repurchased by either (i) a Dealer, pursuant to a Dealer Agreement or (ii) an Unaffiliated Originator, pursuant to an Unaffiliated Originator Receivables Purchase Agreement, as a result of a breach of representation or warranty in the “Purchased Assets”)related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, [Short Name of Account Owner] Seller further agrees (i) to record and filethat it will, at its own expense, any financing statements on or prior to the Purchase Date (i) indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and continuation statements have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Noteholders by including in such computer files and microfiche lists the code identifying each such Receivable and (ii) deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to such financing statements when applicableany Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is the intention of the parties hereto that the arrangements with respect to the ReceivablesReceivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, meeting however, that a court of competent jurisdiction were to hold that the requirements transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable state law in such manner and in such jurisdictions as are necessary to perfectlaw, and maintain perfection of, the Conveyance that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Purchased Assets from [Short Name of Account Owner] Seller's right, title and interest in and to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsOther Conveyed Property.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] Universal Bank does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] Citibank (South Dakota) (collectively, the “"Conveyance”"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “"Purchased Assets”"). (b) In connection with such Conveyance, [Short Name of Account Owner] Universal Bank agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] Universal Bank to [Short Name of Receivables Purchaser]Citibank (South Dakota), (ii) that such financing statements shall name [Short Name of Account Owner]Universal Bank, as seller, and [Short Name of Receivables Purchaser]Citibank (South Dakota), as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] Citibank (South Dakota) (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] Citibank (South Dakota) so directs) as soon as is practicable after filing. [Short Name of Account Owner] Universal Bank also authorizes [Short Name of Receivables Purchaser] Citibank (South Dakota) to record and file any of such financing statements and continuation statements. (c) In connection with such Conveyance, Universal Bank and Citibank (South Dakota) further agree that they will, at their own expense, on or before the Closing Date, indicate in their computer files or microfiche lists that the Receivables created in connection with the Designated Accounts have been conveyed to Citibank (South Dakota) in accordance with this Agreement. (d) The parties hereto intend that the conveyance of Universal Bank's right, title and interest in and to the Receivables shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Universal Bank to Citibank (South Dakota) and that the Receivables shall not be part of Universal Bank's estate in the event of the insolvency of Universal Bank or a conservatorship, receivership or similar event with respect to Universal Bank. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and sale of such Receivables and not a loan. If, however, it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that Universal Bank shall be deemed to have granted to Citibank (South Dakota) a first priority perfected security interest in all of Universal Bank's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] HRAC does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Company (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on the date hereof Closing Date, in the case of Receivables arising in the Initial Accounts, and hereafter on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, and in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Recoveries with respect to such Accounts and such Participation Interests, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”"PURCHASED ASSETS"). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees HRAC agrees, acting directly, or through agents, (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables existing at the close of business on the Closing Date and thereafter created in the Initial Accounts and existing as of the Additional Cut-Off Date and thereafter created in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets Receivables and such Participation Interests from [Short Name of Account Owner] HRAC to [Short Name of Receivables Purchaser]the Company, (ii) that such financing statements shall name [Short Name of Account Owner]HRAC, as seller, and [Short Name of Receivables Purchaser]the Company, as purchaser, of the Receivables and such Participation Interests and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Company as soon as is practicable after filing. (c) In connection with each such Conveyance, HRAC further agrees, acting directly, or through agents, that it will, at its own expense, (i) on or prior to (A) the Closing Date, in the case of Initial Accounts, (B) the applicable Addition Date, in the case of Additional Accounts, and (C) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files that, in the case of the Initial Accounts or the Additional Accounts, Receivables created in connection with such Accounts have been conveyed to the Company in accordance with this Agreement and, as applicable, have been conveyed by the Company to the Trust pursuant to the Transfer and Servicing Agreement and, as applicable, have been pledged by the Trust to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders by including (or deleting, in the case of newly originated Receivables in Removed Accounts) in such computer files the code that identifies each such Account and (ii) on or prior to (A) the date that is five Business Days after the Closing Date, in the case of the Initial Accounts, (B) the date that is five Business Days after the applicable Addition Date, in the case of designation of Aggregate Addition Accounts, (C) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (D) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Company a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Closing Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (1) its account number, (2) the aggregate amount outstanding in such Account and (3) the aggregate amount of Principal Receivables in such Account. [Short Name Each such computer file or microfiche list, as supplemented from time to time to reflect Additional Accounts or Removed Accounts, shall be marked as SCHEDULE I to this Agreement, shall be delivered to the Company, and is hereby incorporated into and made a part of this Agreement. HRAC further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account Owner] also authorizes [Short Name during the term of Receivables Purchaser] this Agreement unless and until such Account becomes a Removed Account. (d) The parties hereto intend that the conveyance of HRAC's right, title and interest in and to record the Purchased Assets shall constitute an absolute sale, conveying good title free and file clear of any liens, claims, encumbrances or rights of others from HRAC to the Company and that the Purchased Assets shall not be part of HRAC's estate in the event of the insolvency of HRAC or a conservatorship, receivership or similar event with respect to HRAC. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or a borrowing secured by such Purchased Assets. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that HRAC shall be deemed to have granted and does hereby grant to the Company a first priority perfected security interest in all of HRAC's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets to secure the obligations of HRAC hereunder. (e) To the extent that HRAC retains any interest in the Purchased Assets, HRAC hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of HRAC's right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Receivables and other Purchased Assets that are intended to be pledged to the Indenture Trustee pursuant to the Indenture (collectively, the "TRUST COLLATERAL"), to secure the performance

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] HRAC does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Company (collectively, the “"Conveyance”"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on the date hereof Closing Date, in the case of Receivables arising in the Initial Accounts, and hereafter on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, and in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Recoveries with respect to such Accounts and such Participation Interests, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “"Purchased Assets”"). (b) In connection with such Conveyance, [Short Name of Account Owner] agrees HRAC agrees, acting directly, or through agents, (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables existing at the close of business on the Closing Date and thereafter created in the Initial Accounts and existing as of the Additional Cut-Off Date and thereafter created in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets Receivables and such Participation Interests from [Short Name of Account Owner] HRAC to [Short Name of Receivables Purchaser]the Company, (ii) that such financing statements shall name [Short Name of Account Owner]HRAC, as seller, and [Short Name of Receivables Purchaser]the Company, as purchaser, of the Receivables and such Participation Interests and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Company as soon as is practicable after filing. (c) In connection with each such Conveyance, HRAC further agrees, acting directly, or through agents, that it will, at its own expense, (i) on or prior to (A) the Closing Date, in the case of Initial Accounts, (B) the applicable Addition Date, in the case of Additional Accounts, and (C) the applicable Removal Date, in the case of Removed Accounts, indicate in its 5 9 computer files that, in the case of the Initial Accounts or the Additional Accounts, Receivables created in connection with such Accounts have been conveyed to the Company in accordance with this Agreement and have been conveyed by the Company to the Trust pursuant to the Transfer and Servicing Agreement and have been pledged by the Trust to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders by including (or deleting, in the case of newly originated Receivables in Removed Accounts) in such computer files the code that identifies each such Account and (ii) on or prior to (A) the Closing Date, in the case of the Initial Accounts, (B) the date that is five Business Days after the applicable Addition Date, in the case of designation of Aggregate Addition Accounts, (C) the date that is 30 days after the applicable Addition Date, in the case of New Accounts, and (D) the date that is five Business Days after the applicable Removal Date, in the case of Removed Accounts, to deliver to the Company a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Closing Date, in the case of the Initial Accounts, the applicable Additional Cut-Off Date, in the case of Additional Accounts, and the applicable Removal Date, in the case of Removed Accounts, (1) its account number, (2) the aggregate amount outstanding in such Account and (3) the aggregate amount of Principal Receivables in such Account. [Short Name Each such computer file or microfiche list, as supplemented from time to time to reflect Additional Accounts or Removed Accounts, shall be marked as Schedule I to this Agreement, shall be delivered to the Company, and is hereby incorporated into and made a part of this Agreement. HRAC further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Account Owner] also authorizes [Short Name during the term of Receivables Purchaser] this Agreement unless and until such Account becomes a Removed Account. (d) The parties hereto intend that the conveyance of HRAC's right, title and interest in and to record the Purchased Assets shall constitute an absolute sale, conveying good title free and file clear of any liens, claims, encumbrances or rights of others from HRAC to the Company and that the Purchased Assets shall not be part of HRAC's estate in the event of the insolvency of HRAC or a conservatorship, receivership or similar event with respect to HRAC. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or a borrowing secured by such Purchased Assets. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that HRAC shall be deemed to have granted and does hereby grant to the Company a first priority perfected security interest in all of HRAC's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets to secure the obligations of HRAC hereunder. (e) To the extent that HRAC retains any interest in the Purchased Assets, HRAC hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of HRAC's right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Receivables and other Purchased Assets that are intended to be pledged to the Indenture Trustee pursuant to the Indenture (collectively, the "Trust Collateral"), to secure the performance of all of the obligations of HRAC under this Agreement and any other agreement or document related to the Transfer and Servicing Agreement or the Indenture. With respect to the Trust Collateral, the Indenture Trustee shall have all of the rights that it has under the Transfer and Servicing Agreement and the Indenture and all of the rights of a secured creditor under the UCC.

Purchase. (a) By execution Subject to the terms of this Agreement, [Short Name and by execution from time to time of Account Owner] does certain assignments substantially in the form of Exhibit A hereto (each a “Supplemental Conveyance”) supplementing this Agreement, HRAC I hereby sellsells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to [Short Name of Receivables Purchaser] HSBC Funding (collectively, the “Conveyance”), without recourse except as provided hereinrecourse, all of its right, title and interest in, to and under the Receivables of the Accounts existing on prior to the date hereof and hereafter thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and VIII hereof, all Interchange, Recoveries allocable to such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). The Receivables existing in Accounts on the related Additional Cut-Off Date with respect to Additional Accounts and thereafter arising in such Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by HRAC I and purchased by HSBC Funding on the related Addition Date. Receivables arising after such Addition Date in such Accounts and the related Purchased Assets shall be sold by HRAC I and purchased by HSBC Funding on the date such Receivables arise. (b) In connection with such Conveyanceeach Conveyance of Receivables arising under Accounts, [Short Name of Account Owner] HRAC I agrees (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to such Receivables and the Receivablesrelated Purchased Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Receivables and other Purchased Assets from [Short Name of Account Owner] HRAC I to [Short Name of Receivables Purchaser]HSBC Funding on and after the applicable Addition Date, (ii) that to cause such financing statements shall and amendments to name [Short Name of Account Owner]HRAC I, as seller, and [Short Name of Receivables Purchaser]HSBC Funding, as purchaser, of the such Receivables and other Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to HSBC Funding (excluding such continuation statements, which shall be delivered as filed) and to [Short Name of Receivables Purchaser] (one or to the Master Trust Trusteemore Applicable Transferees, if [Short Name of Receivables Purchaser] HSBC Funding so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name . (c) In connection with each Conveyance of Receivables Purchaser] arising under Accounts, HRAC I further agrees that it will, at its own expense, (i) on or prior to record the respective Addition Date, indicate in its computer files and microfiche lists that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to HSBC Funding in accordance with this Agreement and the Supplemental Conveyance, and (ii) on or prior to the date that is five Business Days after the respective Addition Date, deliver to HSBC Funding (and to one or more Applicable Transferees, if HSBC Funding so directs) a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Additional Cut-Off Date, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Such computer files and microfiche lists, as supplemented from time to time to reflect Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, shall be delivered to HSBC Funding (and to one or more Applicable Transferees, if so directed by HSBC Funding), shall be marked as proprietary and confidential, and are hereby incorporated into and made a part of this Agreement. (d) The parties hereto intend that the conveyance of HRAC I’s right, title and interest in and to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute an absolute sale, conveying good title free and clear of any Liens from HRAC I to HSBC Funding and that the Purchased Assets shall not be part of HRAC I’s estate in the event of the insolvency of HRAC I or a bankruptcy or similar event with respect to HRAC I. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or borrowing secured by such Purchased Assets, including for accounting purposes. In the event, however, that notwithstanding such intent it were determined that the transactions evidenced hereby constitute a loan or borrowing and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that HRAC I shall be deemed to have granted, and HRAC I does hereby grant, to HSBC Funding a first priority perfected security interest in all of HRAC I’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Bank does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HRAC (collectively, the “"Conveyance”"), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing at the close of business on the date hereof Closing Date, in the case of Receivables arising in the Initial Accounts, and hereafter on each Additional Cut-Off Date, in the case of Receivables arising in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, and in each case thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof VIII hereof, all Recoveries with respect to such Accounts and all such Participation Interests, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, and all proceeds (including, without limitation, “"proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “"Purchased Assets”"). (b) In connection with such Conveyance, [Short Name of Account Owner] the Bank agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables existing at the close of business on the Closing Date and thereafter created in the Initial Accounts and existing as of the Additional Cut-Off Date and thereafter created in the Additional Accounts and the Participation Interests conveyed pursuant to a Participation Interest Supplement, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets Receivables and all such Participation Interests from [Short Name of Account Owner] the Bank to [Short Name of Receivables Purchaser]HRAC, (ii) that such financing statements shall name [Short Name of Account Owner]the Bank, as seller, and [Short Name of Receivables Purchaser]HRAC, as purchaser, of the Receivables and all such Participation Interests and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) HRAC as soon as is practicable after filing. (c) In connection with each such Conveyance, the Bank further agrees that it will, at its own expense, (i) on or prior to (A) the Closing Date, in the case of Initial Accounts, (B) the applicable Addition Date, in the case of Additional Accounts, and (C) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files that, in the case of the Initial Accounts or the Additional Accounts, Receivables created in connection with such Accounts have (d) The parties hereto intend that the conveyance of the Bank's right, title and interest in and to the Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Bank to HRAC and that the Purchased Assets shall not be part of the Bank's estate in the event of the insolvency of the Bank or a conservatorship, receivership or similar event with respect to the Bank. [Short Name It is the intention of Account Owner] also authorizes [Short Name of Receivables Purchaser] the parties hereto that the arrangements with respect to record the Purchased Assets shall constitute a purchase and file any sale of such financing statements Purchased Assets and continuation statementsnot a loan or a borrowing secured by such Purchased Assets. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Bank shall be deemed to have granted and does hereby grant to HRAC a first priority perfected security interest in all of the Bank's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets to secure the obligations of the Bank hereunder. (e) To the extent that the Bank retains any interest in the Purchased Assets, the Bank hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of the Bank's right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Receivables and other Purchased Assets that are intended to be pledged to the Indenture Trustee pursuant to the Indenture (collectively, the "Trust Collateral"), to secure the performance of all of the obligations of the Bank under this Agreement and any other agreement or document related to the Transfer and Servicing Agreement or the Indenture. With respect to the Trust Collateral, the Indenture Trustee shall have all of the rights that it has under the Transfer and Servicing Agreement and the Indenture and all of the rights of a secured creditor under the UCC.

Purchase. (a) By execution of this Agreement and subject to the terms and conditions of this Agreement, [Short Name of Account Owner] does hereby the Seller shall sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HARC (collectively, the “"Conveyance”") without recourse (but without limitation of its obligations in this Agreement), without recourse except as provided hereinand HARC shall purchase, all its right, title and interest in, of Seller in and to: (i) each and every Receivable listed on Schedule A hereto or to and under the related Receivables existing on the date hereof and hereafter created from time to time until the termination of this Purchase Agreement pursuant to Article VI hereof Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due and on or to become due and all amounts before the related Cutoff Date but received with respect thereto and all proceeds by the Seller on or after such date); (including, without limitation, “proceeds” as defined ii) the security interests in the UCCrelated Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) thereof all rights of the Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive Interchange and Recoveries proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the “Purchased Assets”)related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, [Short Name of Account Owner] Seller further agrees (i) to record and filethat it will, at its own expense, any financing statements on or prior to the Purchase Date (i) indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and continuation statements have been conveyed by HARC to the Indenture Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Noteholders by including in such computer files and microfiche lists the code identifying each such Receivable and (ii) deliver to HARC (or to the Indenture Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Indenture Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to such financing statements when applicableany Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is the intention of the parties hereto that the arrangements with respect to the ReceivablesReceivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, meeting however, that a court of competent jurisdiction were to hold that the requirements transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable state law in such manner and in such jurisdictions as are necessary to perfectlaw, and maintain perfection of, the Conveyance that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Purchased Assets from [Short Name of Account Owner] Seller's right, title and interest in and to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filingOther Conveyed Property. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statements.ARTICLE III

Purchase. (a) By execution of this AgreementAgreement and subject to the terms and conditions of this Agreement and simultaneously with the execution and delivery of the related Receivables Purchase Agreement Supplement, [Short Name of Account Owner] does hereby the Seller shall sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HARC (collectively, the “"Conveyance”") without recourse (but without limitation of its obligations in this Agreement), without recourse except as provided hereinand HARC shall purchase, all its right, title and interest in, of Seller in and to: (i) each and every Receivable listed on Schedule A to and under the related Receivables existing on the date hereof and hereafter created from time to time until the termination of this Purchase Agreement pursuant to Article VI hereof Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due and on or to become due and all amounts before the related Cutoff Date but received with respect thereto and all proceeds by the Seller on or after such date); (including, without limitation, “proceeds” as defined ii) the security interests in the UCCrelated Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) thereof all rights of the Seller against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (iv) any proceeds and the right to receive Interchange and Recoveries proceeds with respect to such Receivables repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach of representation or warranty in the related Dealer Agreement; (v) all rights of Seller under any Service Contracts on the “Purchased Assets”)related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, loss, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, [Short Name of Account Owner] Seller further agrees (i) to record and filethat it will, at its own expense, any financing statements on or prior to the Purchase Date (i) indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and continuation statements have been conveyed by HARC to the Trustee pursuant to the Master Sale and Servicing Agreement for the benefit of the Noteholders by including in such computer files and microfiche lists the code identifying each such Receivable and (ii) deliver to HARC (or to the Trustee if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cutoff Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Trustee if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to such financing statements when applicableany Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is the intention of the parties hereto that the arrangements with respect to the ReceivablesReceivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, meeting however, that a court of competent jurisdiction were to hold that the requirements transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable state law in such manner and in such jurisdictions as are necessary to perfectlaw, and maintain perfection of, the Conveyance that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Purchased Assets from [Short Name of Account Owner] Seller's right, title and interest in and to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsOther Conveyed Property.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] ABC does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] ABRC (collectively, the “Conveyance”), on the Initial Issuance Date and each Addition Date, as applicable, without recourse except as provided herein, all its right, title and interest in, to and under (i) the Receivables existing at the close of business on the date hereof Initial Issuance Date, in the case of Receivables arising in the Initial Designated Accounts, (ii) the Receivables existing at the close of business on each Addition Date, in the case of Receivables arising in the Additional Designated Accounts, and hereafter (iii) the Receivables created in the Initial Designated Accounts and the Additional Designated Accounts from time to time after the close of business on the Initial Issuance Date and the close of business on the applicable Addition Date, respectively, until the termination of this Agreement pursuant to Article VI hereof VIII hereof, (iv) all Interchange and Recoveries with respect to such Receivables, (v) all monies due and or to become due and all amounts received or receivable with respect thereto and and, (vi) all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (collectively, the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] ABC agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the ReceivablesReceivables existing as of the close of business on the Initial Issuance Date and thereafter created in the Initial Designated Accounts and, existing as of the close of business on the applicable Addition Date and thereafter created, in the Additional Designated Accounts, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] ABC to [Short Name of Receivables Purchaser]ABRC, (ii) that such financing statements shall name [Short Name of Account Owner]ABC, as seller, and [Short Name of Receivables Purchaser]ABRC, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) ABRC as soon as is practicable after filing. [Short Name . (c) In connection with such Conveyance, ABC further agrees that it will, at its own expense, (i) on or prior to (x) the Initial Issuance Date, in the case of Initial Designated Accounts, (y) the applicable Addition Date, in the case of Additional Designated Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, indicate in its computer files that, in the case of the Initial Designated Accounts or the Additional Designated Accounts, Receivables created in connection with such Designated Accounts have been conveyed to ABRC in accordance with this Agreement by including (or that, in the case of Removed Accounts, newly created Receivables in such Designated Accounts have been reassigned to ABC in accordance with this Agreement by deleting) in such computer files the applicable code which identifies each such Designated Account Owner] also authorizes [Short Name and (i) on or prior to (x) the Initial Issuance Date, in the case of the Initial Designated Accounts, (y) the applicable Addition Date, in the case of Additional Designated Accounts, and (z) the applicable Removal Date, in the case of Removed Accounts, to deliver to ABRC a computer file or microfiche list containing a true and complete list of all such Designated Accounts specifying for each such Designated Account, as of the Initial Cut-Off Date, in the case of the Initial Designated Accounts, the applicable Additional Cut-off Date, in the case of Additional Designated Accounts, and the applicable Removal Cut-Off Date, in the case of Removed Accounts, (A) its account number and (B) the aggregate amount of Receivables Purchaser] in such Designated Account. Each such computer file or microfiche list, as supplemented from time to record time to reflect Additional Designated Accounts or Removed Accounts, shall be marked as Schedule 1 to this Agreement, shall be delivered to ABRC, and file is hereby incorporated into and made a part of this Agreement. ABC further agrees not to alter the code referenced in clause (i) of this paragraph with respect to any Designated Account during the term of this Agreement unless and until such Designated Account becomes a Removed Account. (d) The parties hereto intend that the conveyance of ABC’s right, title and interest in and to the Purchased Assets shall constitute an absolute sale from ABC to ABRC, conveying good title free and clear of any liens, claims, encumbrances or rights of others. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that ABC shall be deemed to have granted and does hereby grant to ABRC a first priority perfected security interest in all of ABC’s right, title and interest, whether owned on the Initial Issuance Date or thereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the Purchased Assets, and all proceeds (including without limitation, “proceeds” as defined in the UCC) thereof to secure the obligations of ABC hereunder. (e) To the extent that ABC retains any interest in the Purchased Assets, ABC hereby grants to the Indenture Trustee for the benefit of the Noteholders a security interest in all of ABC’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Purchased Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from or related to the Purchased Assets (collectively, the “Indenture Collateral”), to secure the performance of all of the obligations of ABC hereunder and under the Indenture and the Transaction Documents. With respect to the Indenture Collateral, the Indenture Trustee shall have all of the rights that it has under the Indenture and the Transaction Documents. The Indenture Trustee shall have all of the rights of a secured creditor under the UCC in New York and the UCC in Delaware.

Purchase. (a) By execution of this AgreementAgreement and subject to the terms and conditions of this Agreement and simultaneously with the execution and delivery of the related Receivables Purchase Agreement Supplement, [Short Name of Account Owner] does hereby the Seller shall sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] HARC (collectively, the “"Conveyance”") without recourse (but without limitation of its obligations in this Agreement), without recourse except as provided hereinand HARC shall purchase, all its right, title and interest in, of Seller in and to: (i) each and every Receivable listed on Schedule A to and under the related Receivables existing on the date hereof and hereafter created from time to time until the termination of this Purchase Agreement pursuant to Article VI hereof Supplement and all monies paid or payable thereon or in respect thereof on or after the related Cutoff Date (including amounts due and on or to become due and all amounts before the related Cutoff Date but received with respect thereto and all proceeds by the Seller on or after such date); (including, without limitation, “proceeds” as defined ii) the security interests in the UCCrelated Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Seller in such Financed Vehicles; (iii) thereof all rights of the Seller against Dealers pursuant to Dealer Agreements, Dealer Assignments or Unaffiliated Originator Receivables Purchase Agreements related to such Receivables; (iv) any proceeds and the right to receive Interchange and Recoveries proceeds with respect to such Receivables repurchased by either (i) a Dealer, pursuant to a Dealer Agreement, or (ii) an Unaffiliated Originator, pursuant to an Unaffiliated Originator Receivables Purchase Agreement as a result of a breach of representation or warranty in the “Purchased Assets”)related Dealer Agreement or Unaffiliated Originator Receivables Purchase Agreement, as applicable; (v) all rights of Seller under any Service Contracts on the related Financed Vehicles; (vi) any proceeds and the right to receive proceeds with respect to the related Receivables from claims on any physical damage, credit life or disability insurance policies, if any, covering Financed Vehicles or Obligors, including rebates of insurance premiums relating to the Receivables and any proceeds from the liquidation of such Receivables; (vii) all items contained in the Receivables Files with respect to such Receivables and any and all other documents that Seller or Master Servicer keeps on file in accordance with its customary procedures relating to the related Receivables, or the related Financed Vehicles or Obligor; (viii) property (including the right to receive future Net Liquidation Proceeds) that secures each related Receivable and that has been acquired by or on behalf of HARC pursuant to liquidation of such Receivable; (ix) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Simultaneously with the conveyance of the Receivables and the Other Conveyed Property to HARC by Seller, HARC has paid or caused to be paid to or upon the order of Seller an amount equal to 100% of the Principal Balance of the Receivables on the books and records of Seller, plus the present value of anticipated excess spread on such Receivables, discounted to take into account any uncertainty as to future performance matching historical performance, servicing fees, delinquencies, pay down rates, yield and such other factors as may be mutually agreed upon between Seller and HARC, by wire transfer of immediately available funds. (c) In connection with such Conveyance, [Short Name of Account Owner] Seller further agrees (i) to record and filethat it will, at its own expense, any financing statements on or prior to the Purchase Date (i) indicate in its computer files or microfiche lists that the Receivables have been conveyed to HARC in accordance with this Agreement and continuation statements have been conveyed by HARC to the Trustee or the Trust Collateral Agent, as the case may be, pursuant to the Master Sale and Servicing Agreement for the benefit of the related Series Secured Parties by including in such computer files and microfiche lists the code identifying each such Receivable and (ii) deliver to HARC (or to the Trustee or the Trust Collateral Agent, as the case may be, if HARC so directs) a computer file or microfiche list containing a true and complete list of all such Receivables specifying for each such Receivable, as of the Cut-Off Date (A) its account number and (B) the outstanding balance of such Receivable. Such computer files or microfiche lists shall be delivered to HARC (or to the Trustee or to the Trust Collateral Agent, if any, if so directed by HARC) and marked as proprietary and confidential. Seller further agrees not to alter the code referenced in clause (i) of this paragraph with respect to such financing statements when applicableany Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables and Other Conveyed Property shall constitute a sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to HARC and that the Receivables and Other Conveyed Property shall not be part of Seller's estate in the event of the insolvency of Seller or a conservatorship, receivership or similar event with respect to Seller. It is the intention of the parties hereto that the arrangements with respect to the ReceivablesReceivables and Other Conveyed Property shall constitute a purchase and sale of such Receivables and not a loan. In the event, meeting however, that a court of competent jurisdiction were to hold that the requirements transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable state law in such manner and in such jurisdictions as are necessary to perfectlaw, and maintain perfection of, the Conveyance that Seller shall be deemed to have granted to HARC a first priority perfected security interest in all of such Purchased Assets from [Short Name of Account Owner] Seller's right, title and interest in and to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsOther Conveyed Property.

Purchase. (a) By execution In consideration of this Agreementthe payment of the Purchase Price as provided herein, [Short Name of Account Owner] TRS does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] RFC V (collectively, the “Conveyance”"CONVEYANCE"), without recourse except as provided herein, all of its right, title and interest interest, whether now owned or hereafter acquired, in, to and under the Receivables existing on at the date hereof Initial Cut-Off Date, in the case of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), at the applicable Addition Cut-Off Date, in the case of Receivables arising in the Additional Accounts (including Related Accounts with respect to such Additional Accounts), and hereafter in each case thereafter created from time to time until in the termination of this Agreement pursuant Accounts, all Recoveries allocable to Article VI hereof and such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto thereto, all Collections with respect thereto, and all proceeds (including, without limitation, “including "proceeds” " as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect thereof, but excluding any Issuer Rate Fees allocable to such Receivables (collectively, the “Purchased Assets”"PURCHASED ASSETS"). (b) In connection with such Conveyance. TRS does hereby further transfer, [Short Name assign, set over and otherwise convey to RFC V all of Account Owner] agrees (i) to record its rights, remedies, powers, privileges and file, at its own expense, any financing statements (and continuation statements claims under or with respect to such financing statements when applicable) with respect any related Receivables Purchase Agreement (whether arising pursuant to the Receivablesterms of such Receivables Purchase Agreement or otherwise). The Receivables existing in the Initial Accounts at the Initial Cut-Off Date and thereafter arising in the Initial Accounts on or prior to the Closing Date, meeting and the requirements of applicable state law related Purchased Assets, shall be sold by TRS and purchased by RFC V on the Closing Date. Receivables arising after the Closing Date in the Initial Accounts and the related Purchased Assets shall be sold by TRS and purchased by RFC V on the date such Receivables arise. The Receivables existing in Additional Accounts at the related Addition Cut-Off Date and thereafter arising in such manner Additional Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by TRS and purchased by RFC V on the related Addition Date. Receivables arising after such Addition Date in such jurisdictions as are necessary to perfect, Additional Accounts and maintain perfection of, the Conveyance of such related Purchased Assets from [Short Name of Account Owner] to [Short Name of Receivables Purchaser], (ii) that such financing statements shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of sold by TRS and purchased by RFC V on the date such Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file any of such financing statements and continuation statementsarise.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Seller does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Company (collectively, the “"Conveyance”"), without recourse except as provided herein, all its right, title and interest in, to and under the following (the "Purchased Assets"): (i) the Receivables existing and all moneys due thereon on or after the date hereof Cutoff Date, in the case of Precomputed Receivables, or all moneys received thereon on and hereafter created from time to time until after the termination Cutoff Date, in the case of this Agreement Simple Interest Receivables; (ii) the security interests in the Financed Equipment granted by Obligors pursuant to Article VI hereof the Receivables and all monies due and or to become due and all amounts received with respect thereto and all any other interest of the Seller in such Financed Equipment; (iii) any proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to the Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering Financed Equipment or Obligors; (iv) any item of Financed Equipment that shall have secured any such Receivables Initial Receivable and shall have been acquired by or on behalf of the Seller, the Servicer or the Trust; (v) all other assets comprising the “Purchased Assets”)estate of the Trust; and (vi) the proceeds of any and all of the foregoing. (b) In connection with such Conveyance, [Short Name of Account Owner] the Seller agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, Receivables meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] the Seller to [Short Name of Receivables Purchaser]the Company, (ii) that such financing statements shall name [Short Name of Account Owner]the Seller, as seller, and [Short Name of Receivables Purchaser]the Company, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Company as soon as is practicable after filing. (c) In connection with such Conveyance, the Seller further agrees that it will, at its own expense, (i) on or prior to the Closing Date indicate in its computer files that the Receivables have been conveyed to the Company in accordance with this Agreement and have been conveyed by the Company to the Trustee pursuant to the [Pooling and Servicing] [Trust] Agreement for the benefit of the Certificateholders [and the Noteholders] and (ii) on or prior to the Closing Date deliver to the Company a computer file or microfiche list containing a true and complete list of the Receivables specifying for each Receivable, as of the Cutoff Date, (A) its account number, (B) the aggregate amount outstanding on such Receivable. [Short Name Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Company, and is hereby incorporated into and made a part of Account Owner] also authorizes [Short Name this Agreement. The Seller further agrees not to alter the indication referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller's right, title and interest in and to the Receivables Purchaser] shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to record the Company. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and file any sale of such financing statements Receivables and continuation statementsnot a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted and does hereby grant to the Company a first priority perfected security interest, whether now owned or hereafter acquired, in all of the Seller's right, title and interest in, to and under the Receivables and other Purchased Assets to secure the rights of the Company hereunder and the obligations of the Seller hereunder.

Purchase. (a) By execution Subject to the terms of this Agreement, [Short Name and by execution from time to time of Account Owner] does certain assignments substantially in the form of Exhibit A hereto (each a “Supplemental Conveyance”) supplementing this Agreement, HPLAC hereby sellsells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to [Short Name of Receivables Purchaser] HSBC Funding (collectively, the “Conveyance”), without recourse except as provided hereinrecourse, all of its right, title and interest in, to and under the Receivables of the Accounts existing on prior to the date hereof and hereafter thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and VIII hereof, all Interchange, Recoveries allocable to such Receivables, all monies due and or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto and all proceeds (including, without limitation, including “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). The Receivables existing in Accounts on the related Additional Cut-Off Date with respect to Additional Accounts and thereafter arising in such Accounts on or prior to the related Addition Date, and the related Purchased Assets, shall be sold by HPLAC and purchased by HSBC Funding on the related Addition Date. Receivables arising after such Addition Date in such Accounts and the related Purchased Assets shall be sold by HPLAC and purchased by HSBC Funding on the date such Receivables arise. (b) In connection with such Conveyanceeach Conveyance of Receivables arising under Accounts, [Short Name of Account Owner] HPLAC agrees (i) to record and file, at its own expense, any financing statements (and continuation statements amendments with respect to such financing statements when applicable) with respect to such Receivables and the Receivablesrelated Purchased Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Receivables and other Purchased Assets from [Short Name of Account Owner] HPLAC to [Short Name of Receivables Purchaser]HSBC Funding on and after the applicable Addition Date, (ii) that to cause such financing statements shall and amendments to name [Short Name of Account Owner]HPLAC, as seller, and [Short Name of Receivables Purchaser]HSBC Funding, as purchaser, of the such Receivables and other Purchased Assets and (iii) to deliver a file-stamped copy of such financing statements or amendments or other evidence of such filings to HSBC Funding (excluding such continuation statements, which shall be delivered as filed) and to [Short Name of Receivables Purchaser] (one or to the Master Trust Trusteemore Applicable Transferees, if [Short Name of Receivables Purchaser] HSBC Funding so directs) as soon as is practicable after filing. [Short Name of Account Owner] also authorizes [Short Name . (c) In connection with each Conveyance of Receivables Purchaser] arising under Accounts, HPLAC further agrees that it will, at its own expense, (i) on or prior to record the respective Addition Date, indicate in its computer files and microfiche lists that Receivables created in connection with such Accounts and the related Purchased Assets have been sold to HSBC Funding in accordance with this Agreement and the Supplemental Conveyance, and (ii) on or prior to the date that is five Business Days after the respective Addition Date, deliver to HSBC Funding (and to one or more Applicable Transferees, if HSBC Funding so directs) a computer file or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Additional Cut-Off Date, (A) its account number, (B) the aggregate amount outstanding in such Account and (C) the aggregate amount of Principal Receivables in such Account. Such computer files and microfiche lists, as supplemented from time to time to reflect Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement, shall be delivered to HSBC Funding (and to one or more Applicable Transferees, if so directed by HSBC Funding), shall be marked as proprietary and confidential, and are hereby incorporated into and made a part of this Agreement. (d) The parties hereto intend that the conveyance of HPLAC’s right, title and interest in and to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute an absolute sale, conveying good title free and clear of any Liens from HPLAC to HSBC Funding and that the Purchased Assets shall not be part of HPLAC’s estate in the event of the insolvency of HPLAC or a bankruptcy or similar event with respect to HPLAC. It is the intention of the parties hereto that the arrangements with respect to the Purchased Assets pursuant to this Agreement and any Supplemental Conveyance shall constitute a purchase and sale of such financing statements Purchased Assets and continuation statementsnot a loan or borrowing secured by such Purchased Assets, including for accounting purposes. In the event, however, that notwithstanding such intent it were determined that the transactions evidenced hereby constitute a loan or borrowing and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that HPLAC shall be deemed to have granted, and HPLAC does hereby grant, to HSBC Funding a first priority perfected security interest in all of HPLAC’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables and other Purchased Assets.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Bank does hereby sell, transfer, assign, set over and otherwise convey convey, to [Short Name of Receivables Purchaser] the Purchaser (collectively, the “Conveyance”)) on each Purchase Date, without recourse (except as provided herein) to the Bank, and the Purchaser hereby agrees to acquire, effective on each Purchase Date, against payment by the Purchaser of an amount equal to the Purchase Price, an undivided beneficial interest equal to the Participation Percentage in all its of the Bank’s right, title and interest in, to and under (i) the Receivables (other than the Retained Interest therein) existing on the date hereof Initial Purchase Date, in the case of Receivables arising in the Initial Accounts, and hereafter existing on each Addition Date in the case of Receivables arising in the Additional Accounts, and all Receivables thereafter created from time to time in the Initial Accounts and the Additional Accounts until the termination of this Agreement pursuant to Article VI hereof Six, (ii) Collections allocable to the Purchaser and all monies due and or to become due and all amounts received with respect thereto (other than with respect to the Retained Interest therein), (iii) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit and advices of credit consisting of, arising from, or related to the foregoing, (iv) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (v) any and all proceeds of the foregoing (includingcollectively, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables (the “Purchased Assets”). (b) In connection with such Conveyance, [Short Name of Account Owner] the Bank agrees (i) to cooperate with the Purchaser, and the Purchaser agrees to record and file, at its own expensethe expense of the Purchaser, any financing statements (and continuation statements with respect amendments to such financing statements when applicablestatements) with respect to the ReceivablesParticipation Interest and any other Purchased Assets existing as of the Initial Purchase Date and thereafter created in the Initial Accounts, and existing as of the Addition Date and thereafter created in the Additional Accounts now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfectperfect the first priority nature of the Purchaser’s Participation Interest and the other Purchased Assets, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] the Bank to [Short Name of Receivables Purchaser], the Purchaser and (ii) that such financing statements shall name [Short Name of Account Owner]the Bank, as seller/debtor, and [Short Name of Receivables the Purchaser], as purchaser/secured party, of the Receivables Participation Interest and (iii) the other Purchased Assets; and Purchaser agrees to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Purchaser as soon as is practicable after filing. [Short Name The Bank hereby authorizes and ratifies all such filings. (c) In connection with such Conveyance, the Seller further agrees that it will, at its own expense, (i) on or prior to (A) the Initial Purchase Date, in the case of Account Owner] also authorizes [Short Name the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts, indicate in its computer files that, in the case of the Initial Accounts or the Additional Accounts, the Participation Interest created in connection with such Accounts have been conveyed to the Purchaser in accordance with this Agreement and have been conveyed by the Purchaser to the Issuer pursuant to the Transfer and Servicing Agreement and have been pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders by indicating in such computer files the transfer of the Participation Interest to the Purchaser, and (ii) on or prior to (A) the Initial Purchase Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of designation of Additional Accounts, deliver to the Purchaser a computer file or microfiche list containing a true and complete list of all such Accounts. Each such computer file or microfiche list, as supplemented from time to time to reflect Additional Accounts, shall be marked as Schedule I to this Agreement, shall be delivered to the Purchaser and is hereby incorporated into and made a part of this Agreement. (d) The parties hereto intend that the Participation Interest will constitute (i) a “Participation” within the meaning of 12 C.F.R. § 360.6 and (ii) the conveyance is a true sale of the Purchased Assets (other than the Retained Interest) and not a loan, including for accounting purposes. In the event, however, that it were to be determined that the transactions evidenced hereby constitute a loan and not a purchase and sale, this Agreement shall constitute a security agreement under applicable law, and the Bank hereby grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in all of the Bank’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables Purchaser] to record (other than the Retained Interest) and file any the other Purchased Assets. (e) The Participation Interest and the Retained Interest will rank pari passu without preference, priority or distinction, all in accordance with the terms and provisions of such financing statements and continuation statementsthis Agreement.

Purchase. (a) By execution of this Agreement, [Short Name of Account Owner] the Seller does hereby sell, transfer, assign, set over and otherwise convey to [Short Name of Receivables Purchaser] the Company (collectively, the “Conveyance”), without recourse except as provided herein, all its right, title and interest in, to and under the Receivables existing on the date hereof and hereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and all monies due and or to become due and all amounts received with respect thereto and all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries with respect to such Receivables following (the “Purchased Assets”)): (i) the Receivables and all moneys due thereon on or after the Cutoff Date, in the case of Precomputed Receivables, or all moneys received thereon on and after the Cutoff Date, in the case of Simple Interest Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iii) any proceeds with respect to the Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering Financed Vehicles or Obligors; (iv) any Financed Vehicle that shall have secured any such Initial Receivable and shall have been acquired by or on behalf of the Seller, the Servicer or the Trust; (v) all other assets comprising the estate of the Trust; and (vi) the proceeds of any and all of the foregoing. (b) In connection with such Conveyance, [Short Name of Account Owner] the Seller agrees (i) to record and file, at its own expense, any financing statements (and continuation statements with respect to such financing statements when applicable) with respect to the Receivables, Receivables meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Conveyance of such Purchased Assets from [Short Name of Account Owner] the Seller to [Short Name of Receivables Purchaser]the Company, (ii) that such financing statements shall name [Short Name of Account Owner]the Seller, as seller, and [Short Name of Receivables Purchaser]the Company, as purchaser, of the Receivables and (iii) to deliver a file-stamped copy of such financing statements or other evidence of such filings (excluding such continuation statements, which shall be delivered as filed) to [Short Name of Receivables Purchaser] (or to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Company as soon as is practicable after filing. (c) In connection with such Conveyance, the Seller further agrees that it will, at its own expense, (i) on or prior to the Closing Date indicate in its computer files that the Receivables have been conveyed to the Company in accordance with this Agreement and have been conveyed by the Company to the Trustee pursuant to the [Pooling and Servicing] [Trust] Agreement for the benefit of the Certificateholders [and the Noteholders] and (ii) on or prior to the Closing Date deliver to the Company a computer file or microfiche list containing a true and complete list of the Receivables specifying for each Receivable, as of the Cutoff Date, (A) its account number, (B) the aggregate amount outstanding on such Receivable. [Short Name Such file or list shall be marked as Schedule I to this Agreement, shall be delivered to the Company, and is hereby incorporated into and made a part of Account Owner] also authorizes [Short Name this Agreement. The Seller further agrees not to alter the indication referenced in clause (i) of this paragraph with respect to any Receivable during the term of this Agreement. (d) The parties hereto intend that the conveyance of the Seller’s right, title and interest in and to the Receivables Purchaser] shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to record the Company. It is the intention of the parties hereto that the arrangements with respect to the Receivables shall constitute a purchase and file any sale of such financing statements Receivables and continuation statementsnot a loan. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Seller shall be deemed to have granted and does hereby grant to the Company a first priority perfected security interest, whether now owned or hereafter acquired, in all of the Seller’s right, title and interest in, to and under the Receivables and other Purchased Assets to secure the rights of the Company hereunder and the obligations of the Seller hereunder.

Purchase. (a) By execution of this AgreementAccount Owner hereby sells, [Short Name of Account Owner] does hereby selltransfers, transferassigns, assign, set sets over and otherwise convey conveys to [Short Name of Receivables Purchaser] Purchaser (collectively, the “ConveyanceAssignment”), without recourse except as provided herein, all its right, title title, and interest in, to to, and under all Receivables in the Receivables existing on Accounts at the date hereof Cut-Off Time, and hereafter thereafter created from time to time until the termination of this Agreement pursuant to Article VI hereof and Clause 6, all monies due and or to become due and all amounts received or receivable with respect thereto and thereto, all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof and the right to receive Interchange and Recoveries Collections with respect to such Receivables and the trust over the foregoing created by Seller in favour of Account Owner pursuant to the Declaration of Trust (all of the foregoing being the “Purchased Assets”). Prior to the Assignment Date, such sale shall be by way of Account Owner’s interest in the trust created by the Declaration of Trust, and from and after the Assignment Date, such sale shall be by way of the Legal Assignment of Assets. (b) In connection with such ConveyanceAssignment, [Short Name of Account Owner] Owner agrees (i) to record authorise and to cooperate with Receivables Purchaser, and Receivables Purchaser agrees to file, at its own expensethe expense of Receivables Purchaser, any financing notices, registrations, statements or other documents (and continuation statements with respect to such financing statements when applicableincluding amendments or updates thereto) with respect to the ReceivablesReceivables and the other Purchased Assets now existing and hereafter created, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the Conveyance Assignment of such Purchased Assets from [Short Name of Account Owner] Owner to [Short Name of Receivables Purchaser], Purchaser and (ii) that such financing notices, registrations, statements or other documents shall name [Short Name of Account Owner], as seller, and [Short Name of Receivables Purchaser], as purchaser, of the Purchased Assets. Account Owner hereby authorises and ratifies all such filings or notices. (c) In connection with such Assignment, Account Owner and Receivables Purchaser further agree that they will, on or prior to the Closing Date, indicate in their computer files or microfiche lists that the Receivables created in connection with the Accounts have been sold to Receivables Purchaser. (d) The parties hereto intend that the conveyance of Account Owner’s right, title and interest in and to the Receivables and the other Purchased Assets (iiito the extent that Account Owner has such rights, title and interest in the same) shall constitute a sale conveying good title, free and clear of any liens, claims, Encumbrances or rights of others arising through or under Account Owner from Account Owner to deliver Receivables Purchaser and that the Receivables and the other Purchased Assets shall not be part of Account Owner’s estate in the event of the insolvency of Account Owner or a file-stamped copy Dissolution Event or similar event with respect to Account Owner. It is the intention of the parties hereto that the arrangements with respect to the Receivables and the other Purchased Assets shall constitute a purchase and sale of such financing statements Receivables and the other Purchased Assets and not a loan, including for accounting purposes. (e) Account Owner and Receivables Purchaser agree and acknowledge that any Personal Data transferred between the parties shall only be transferred in accordance with the provisions of the Account Ownership Agreement. (f) In the event that any additional requirements are imposed or other evidence of recommended by the Credit Card System in writing detailing such filings (excluding requirements, each party undertakes to comply with such continuation statements, which shall be delivered as filed) requirements and to [Short Name of Receivables Purchaser] (or agree and make appropriate changes to the Master Trust Trustee, if [Short Name of Receivables Purchaser] so directs) Cardholder Agreements and/or their operating procedures as soon as is reasonably practicable after filing. [Short Name of Account Owner] also authorizes [Short Name of Receivables Purchaser] to record and file in any of such financing statements and continuation statementscase within the timescale required by the Credit Card System.