Common use of Sale and Conveyance of Receivables Clause in Contracts

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes (including tax and financial accounting purposes) as an absolute transfer on all relevant books, records records, tax returns, financial statements and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, GAP or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables, and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01, on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to shall purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the SellerSeller in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerSeller; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, to, on or prior to the Closing Date, (i) annotate and indicate in its books, records and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Receivables containing a true and complete list of the Receivables, identified by account number and by the Principal Balance as of the Cutoff Date, which file or list shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, including in the event of an insolvency Proceeding with respect to the Seller or any of the Seller’s properties, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable lawApplicable Law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee to the Issuer and to the Issuer transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables, and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01, on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to shall purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the Seller, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of the Sale and Servicing Agreement or Section 3.04 of this Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of the Sale and Servicing Agreement) after the Cutoff Date; (iiiii) the security interests (including in the Financed Vehicles Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesEquipment; (iviii) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability any insurance policies relating to the Receivables, the related Financed Vehicles Equipment or the related Obligors; (viv) the Receivable FilesFiles that relate to the Receivables; (viv) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerSeller; and (viivi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, to, on or prior to the Closing Date, (i) annotate and indicate in its books, records and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Receivables containing a true and complete list of the Receivables, identified by account number and by the Principal Balance as of the Cutoff Date, which file or list shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, including if an Insolvency Event or other insolvency Proceeding occurs with respect to the Seller or any of the Seller’s properties, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable lawApplicable Law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee to the Issuer and to the Issuer transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes (including financial accounting purposes) as an absolute transfer on all relevant books, records records, financial statements and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables, and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01, on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to shall purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the Seller, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of the Sale and Servicing Agreement or Section 3.04 of this Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of the Sale and Servicing Agreement) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerSeller; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, to, on or prior to the Closing Date, (i) annotate and indicate in its books, records and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Receivables containing a true and complete list of the Receivables, identified by account number and by the Principal Balance as of the Cutoff Date, which file or list shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, including if an Insolvency Event occurs with respect to the Seller, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable lawApplicable Law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee to the Issuer and to the Issuer transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, GAP or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables set forth in the Schedule of Receivables, and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01(a), on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement, the Trust Agreement and the Swap Agreement, the Seller shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to shall purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the SellerSeller in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.03(c)) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iviii) all proceeds from claims on and refunds of premiums of any physical damage or theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds or refunds of premiums with respect to physical damage, theft, GAP, of any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerSeller; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to (i) annotate and indicate in its books, records and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Receivables containing a true and complete list of the related Receivables, identified by account number and by the Principal Balance as of the Cutoff Date, which file or list shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, including in the event of an insolvency proceeding with respect to the Seller or any of the Seller’s properties, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the The Seller hereby agrees to sellsells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to the Purchaser, and the Purchaser hereby agrees to purchase purchases from the Seller, without recourse (subject to the Seller’s 's obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, Seller in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed VehiclesReceivables; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 2.1(a) for all purposes (including tax and financial accounting purposes) as an absolute transfer on all relevant books, records records, tax returns, financial statements and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables, and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01, on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to shall purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the Seller, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of the Sale and Servicing Agreement or Section 3.04 of this Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of the Sale and Servicing Agreement) after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerSeller; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, to, on or prior to the Closing Date, (i) annotate and indicate in its books, records and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Receivables containing a true and complete list of the Receivables, identified by account number and by the Principal Balance as of the Cutoff Date, which file or list shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, including in the event of an insolvency Proceeding with respect to the Seller or any of the Seller’s properties, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable lawApplicable Law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee to the Issuer and to the Issuer transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables, and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01, on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to shall purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the SellerSeller in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables after the Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iviii) all proceeds from claims on any physical damage or refunds theft insurance policies and extended warranties covering the Financed Vehicles and any proceeds of premiums with respect to physical damage, theft, GAP, any credit life or credit disability insurance policies relating to the Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesReceivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerSeller; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date to (i) annotate and indicate in its books, records and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Receivables containing a true and complete list of the Receivables, identified by account number and by the Principal Balance as of the Cutoff Date, which file or list shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, including in the event of an insolvency Proceeding with respect to the Seller or any of the Seller’s properties, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable lawApplicable Law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee to the Issuer and to the Issuer transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s 's obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes (including tax and financial accounting purposes) as an absolute transfer on all relevant books, records records, tax returns, financial statements and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.2(f)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date and on each Subsequent Transfer Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables set forth in the related Schedule of Initial Receivables or Schedule of Subsequent Receivables, as applicable and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01(a), on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Initial Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to purchase purchases from the Seller, without recourse (subject to the Seller’s 's obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the SellerSeller in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, in, to and under the following: (i) the Receivables; (ii) Initial Receivables and all amounts received due and collected on or in respect of the Initial Receivables (including proceeds of the repurchase of Initial Receivables by the Seller pursuant to Section 3.03(c)) after the Initial Cutoff Date; (iiiii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Initial Receivables and any other interest of the Seller in such Financed Vehicles; (iviii) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Initial Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Initial Receivables; (v) any proceeds of Dealer Recourse that relate to the Receivable FilesInitial Receivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a an Initial Receivable and have been repossessed by or on behalf of the IssuerSeller; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letterletter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) Subject to the satisfaction of the conditions set forth in Section 4.01(b), the Depositor shall, pursuant to a First-ofTier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor, whether now owned or existing or hereafter acquired or arising, in, to and under the following: (i) the Subsequent Receivables listed on the related Schedule of Subsequent Receivables and all amounts due and collected on or in respect of the Subsequent Receivables (including proceeds of the repurchase of Subsequent Receivables by the Seller pursuant to Section 3.03(c)) after the related Subsequent Cutoff Date; (ii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iii) all proceeds from claims on or refunds of premiums of any physical damage or theft insurance policies and extended warranties covering such Financed Vehicles and any proceeds of or refunds of premiums of any credit life or credit disability insurance policies relating to the Subsequent Receivables, the related Financed Vehicles or the related Obligors; (iv) the Receivable Files that relate to the Subsequent Receivables; (v) any proceeds of Dealer Recourse that relate to the Subsequent Receivables; (vi) the right to realize upon any property (including the right to receive future Net Liquidation Proceeds and Recoveries) that shall have secured a Subsequent Receivable and have been repossessed by or on behalf of the Seller; (vii) all of the Seller's rights under the related First-Tier Subsequent Assignment; and (viii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all accounts, accounts receivable, general intangibles, chattel paper, documents, money, investment property, deposit accounts, notes, drafts, acceptances, letters of credit, letter of credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (bc) In connection with each of the foregoing conveyances, the Seller further agrees, at its own expense, on or prior to the Closing Date (in the case of the Initial Receivables) or the related Subsequent Transfer Date (in the case of the Subsequent Receivables) to (i) annotate and indicate in its books, records and computer files that the related Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Initial Receivables or, in the case of Subsequent Receivables, the related Schedule of Subsequent Receivables containing a true and complete list of the related Receivables, identified by account number and by the Principal Balance as of the related Cutoff Date, each of which files or lists shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the related Receivable Files to or upon the order of the Purchaser. (d) The parties hereto intend that the each conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the any conveyance hereunder is not for any reason not considered a sale, including in the event of an insolvency proceeding with respect to the Seller or any of the Seller's properties, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Receivables related Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Initial Receivables Purchase Price and any Subsequent Receivables Purchase Price. If any such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations obligation secured thereby to the Indenture Trustee. (ce) The Seller agrees to treat the transfer of the Receivables and the related property Purchaser intend that the (i) FDIC Rule shall apply to the transactions contemplated by this Section 2.1 for all purposes Agreement and the other Basic Documents and (ii) transactions contemplated by this Agreement and the other Basic Documents, taken as an absolute transfer on all relevant booksa whole, records and other applicable documentsconstitute a "securitization" within the meaning of the FDIC Rule.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the The Seller hereby agrees to sellsells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to the Purchaser, and the Purchaser hereby agrees to purchase purchases from the Seller, without recourse (subject to the Seller’s 's obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the Seller, whether now owned or hereafter acquired, Seller in, to and under the following: (i) the Receivables; (ii) all amounts received on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.02(g)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed VehiclesReceivables; (iv) all proceeds from claims on or refunds of premiums with respect to of any physical damage, theft, GAP, damage or theft insurance policies covering the Financed Vehicles and any proceeds or refunds of premiums of any credit life or credit disability insurance policies relating to the Financed Vehicles or the Obligors; (v) the Receivable Files; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (vii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all cash proceeds, accounts, general intangiblesaccounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, money, investment propertychecks, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes constitute all or part of or is are included in the proceeds of any of the foregoing. (b) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the The Seller hereby agrees to sellsells, transfertransfers, assignassigns, set sets over and otherwise convey conveys to the Purchaser, and the Purchaser hereby agrees to purchase purchases from the Seller, without recourse (subject to the Seller’s 's obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the SellerSeller in, to and under, whether now owned or existing or hereafter acquiredacquired or arising, in, to and under the following: (i) the ReceivablesReceivables listed in the Receivables Schedule; (ii) all amounts received due on the Receivables and paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 3.03(c)) after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such Financed VehiclesReceivables; (iv) all any proceeds from claims on or refunds of premiums with respect to any physical damage, theft, GAP, damage insurance policies and extended warranties covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Financed Vehicles Receivables or the Obligors; (v) the Receivable Files; (vi) any proceeds of Dealer Recourse; (vii) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; and (viiviii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; all accounts, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-credit rights, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations; and all other property which at any time constitutes all or part of or is included in the proceeds of any and all of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its books, records, and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) to deliver to the Purchaser the Receivables Schedule containing a true and complete list of the Receivables, identified by account number and by Principal Balance as of the Cutoff Date, which shall be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement and (iii) to deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s 's right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee and transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.

Sale and Conveyance of Receivables. (a) On the Closing Date, subject to the terms and conditions of this Receivables Purchase Agreement, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Receivables, and the other property relating thereto (as described below). (a) Subject to satisfaction of the conditions set forth in Section 4.01, on the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller shall, pursuant to the First-Tier Assignment, sell, transfer, assign, set over assign and otherwise convey to the Purchaser, and the Purchaser hereby agrees to shall purchase from the Seller, without recourse (subject to the Seller’s obligations hereunder and the satisfaction of the conditions set forth in Section 4.1hereunder), all of the right, title and interest of the Seller, whether now owned or existing or hereafter acquiredacquired or arising, and wheresoever located, in, to and under the following: (i) the Receivables; (ii) Receivables and all amounts received due and collected on or in respect of the Receivables (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.05 of the Sale and Servicing Agreement or Section 3.04 of this Agreement or the purchase of Receivables by the Servicer pursuant to Sections 3.03, 3.08 or 8.01 of the Sale and Servicing Agreement) after the Cutoff Date; (iiiii) the security interests (including in the Financed Vehicles Equipment) granted by the Obligors pursuant to the Receivables and any other interest of the Seller in such the Financed VehiclesEquipment; (iviii) all proceeds from claims on or refunds of premiums with respect to physical damage, theft, GAP, credit life or credit disability any insurance policies relating to the Receivables, the related Financed Vehicles Equipment or the related Obligors; (viv) the Receivable FilesFiles that relate to the Receivables; (viv) the right to realize upon any property (including the right to receive future Net Liquidation ProceedsProceeds and Recoveries) that shall have secured a Receivable and have been repossessed by or on behalf of the IssuerSeller; and (viivi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property; , all accounts, accounts receivable, general intangibles, chattel paper, instruments, documents, money, investment property, deposit accounts, letters of credit, letter-of-letter of credit rights, insurance proceeds, condemnation awards, notes, drafts, acceptances, rights to payment of any and every kind and other forms of obligations; obligations and all receivables, instruments and other property which at any time constitutes all or part of of, or is included in in, the proceeds of any of the foregoing. (b) In connection with the foregoing conveyance, the Seller further agrees, at its own expense, to, on or prior to the Closing Date, (i) annotate and indicate in its books, records and computer files that the Receivables have been sold and transferred to the Purchaser pursuant to this Agreement, (ii) deliver to the Purchaser a computer file or printed or microfiche list of the Schedule of Receivables containing a true and complete list of the Receivables, identified by account number and by the Principal Balance as of the Cutoff Date, which file or list shall be marked as Schedule A and is hereby incorporated into and made a part of this Agreement and (iii) deliver or cause to be delivered the Receivable Files to or upon the order of the Purchaser. (c) The parties hereto intend that the conveyance of the Receivables and related property hereunder be a sale and not a loan. In the event that the conveyance hereunder is not for any reason not considered a sale, including in the event of an insolvency Proceeding with respect to the Seller or any of the Seller’s properties, the Seller hereby grants to the Purchaser a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Receivables Receivables, and all other property conveyed hereunder and listed in this Section 2.1 and all proceeds of any of the foregoing. The parties intend that this Receivables Purchase Agreement constitute a security agreement under applicable lawApplicable Law. Such grant is made to secure the payment of all amounts payable hereunder, including the Receivables Purchase Price. If such conveyance is for any reason considered to be a loan and not a sale, the Seller consents to the Purchaser transferring such security interest in favor of the Indenture Trustee to the Issuer and to the Issuer transferring the obligations obligation secured thereby to the Indenture Trustee. (c) The Seller agrees to treat the transfer of the Receivables and the related property contemplated by this Section 2.1 for all purposes as an absolute transfer on all relevant books, records and other applicable documents.