Common use of Transfer of Receivables Clause in Contracts

Transfer of Receivables. On the Closing Date, the Seller shall sell, transfer, assign, grant, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.

Transfer of Receivables. On By execution of this Agreement, the Closing Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the Seller shall sellcase of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and 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 in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the PurchaserTrustee all of its rights, without recourse (subject to the obligations in this Agreement) remedies, powers, privileges and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles claims under or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; Receivables Purchase Agreements (v) refunds for whether arising pursuant to the costs terms of extended service contracts the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related Purchase Agreements to each Receivable; (vii) the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 monies and other property which at any time constitute all or part of or are included on deposit in the proceeds of Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the foregoing Trust (collectively, the "TRANSFERRED PROPERTY"“Trust Assets”). The foregoing sale does not constitute and is not intended to result in any the creation or assumption by the Purchaser Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Seller to Transferor, the ObligorsServicer, insurers an Account Owner or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust 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 assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of themthis Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (f) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sell, Transferor does hereby transfer, assign, grant, set over and otherwise convey to the Purchaserconvey, without recourse (subject except as expressly provided herein), to the obligations in this AgreementIssuer, for the benefit of the Noteholders and any Series Enhancers, the following property on and as of the dates specified below: (i) and on a "servicing-released" basisthe first Closing Date, (A) all of its right, title and interest of the Seller in, to and under each Receivable arising in connection with each Initial Account and to (i) the Transferred Receivables (which constitute all Receivables Related Security with respect thereto owned by the SellerTransferor at the close of business on the Cut-Off Date, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (C) all monies received thereunder after the Cutoff Date of its rights, remedies, powers and all liquidation proceeds received privileges with respect to such Transferred Receivable under the Receivables after the Cutoff Date; Purchase Agreement; (ii) on the security interests applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable arising in connection with each Additional Account and all Related Security with respect thereto owned by the Transferor at the close of business on the applicable Additional Cut-Off Date, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables UCC) and any other interest Recoveries thereof and (C) all of the Seller in such Financed Vehiclesits rights, includingremedies, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership powers and privileges with respect to such Financed Vehicles issued by Receivable under the applicable Department of Motor Vehicles or similar authorityReceivables Purchase Agreement; and (iii) any proceeds from claims on any physical damageeach Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.01(ii) of the Indenture or (y) the Trust Termination Date, credit life on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and credit accident interest in, to and health insurance policies or certificates relating under such Receivable and all Related Security with respect thereto owned by the Transferor at the close of business on the applicable Transfer Date and not previously transferred to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; Issuer pursuant hereto, (ivB) all monies due or to become due and all amounts received with respect thereto and all proceeds from recourse against Dealers (including "proceeds," as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Receivable under the Transferred Receivables; Receivables Purchase Agreement. (vb) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred ReceivablesThe foregoing transfers, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any subsequent transfers of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property additional assets (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Sellerinterests in any Other Floorplan Assets), pursuant to a liquidation of such Receivable; (viii) the proceeds of any do not constitute, and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in any in, the creation or an assumption by the Purchaser Issuer or the Owner Trustee of any obligation of the Seller to Transferor, the ObligorsServicer, insurers the Seller, Ford or any other Person in connection with the Transferred Accounts, the related Receivables, Receivable Files, any insurance policies the Other Floorplan Assets or under any agreement or instrument relating thereto, including any obligation to any Dealers or Ford. The foregoing transfers are not transfers of themthe Accounts; they are transfers of the Receivables arising in connection with the Accounts. (c) In connection with such transfers, the Transferor will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Receivables transferred by the Transferor for the sale, for UCC purposes, of "tangible chattel paper," payment intangibles," "general intangibles" or "accounts" (each as defined in the UCC) meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Issuer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Owner Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under applicable law in connection with such transfers if the Owner Trustee has appointed the Administrator to act in such capacity.

Transfer of Receivables. On the Closing Date, the Seller shall sell, The Transferor does hereby transfer, assign, grant, set over and otherwise convey to the Purchaserconvey, without recourse (subject except as expressly provided in the Transfer and Servicing Agreement), to the obligations in this Agreement) and Issuer, on a "servicing-released" basis, the Addition Date all of its right, title and interest of in, to and under the Seller Receivables arising in connection with such Additional Accounts and to (i) the Transferred Receivables (which constitute all Receivables Related Security with respect thereto, owned by the Seller) Transferor and existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time, all monies due or to become due and all monies received thereunder after the Cutoff Date and all liquidation proceeds amounts received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 thereto 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 ," as defined in the proceeds of any of the foregoing (collectively, the "TRANSFERRED PROPERTY")UCC) and Recoveries thereof. The foregoing sale transfer, assignment, set-over and conveyance does not constitute and is not intended to result in any the creation, or an assumption by the Purchaser Issuer, of any obligation of the Seller to Servicer, the ObligorsTransferor, insurers Ford or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers or Ford. In connection with such transfer, the Transferor agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale, for UCC purposes, of them"tangible chattel paper," "payment intangibles," "general intangibles" or "accounts" (each as defined in the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer and assignment, for UCC purposes, of the Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Issuer on or before the Addition Date. The Issuer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such transfer. In connection with such transfer, the Transferor further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Receivables and the Related Security (A) have been transferred or assigned to the Issuer pursuant to this Assignment and then (B) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and any Series Enhancers.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sell, Transferor does hereby transfer, assign, grant, set set-over and otherwise convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer") to the Purchaser, without recourse Trust for the benefit of the Certificateholders: (subject to i) all of the obligations in this Agreement) and on a "servicing-released" basis, all Transferor's right, title and interest in, to and under all Transferor Receivables existing at the close of business on the Transfer Date and thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreements from time to time, until the termination of the Seller in and to (i) Revolving Period of the Transferred Receivables (which constitute all Receivables owned by the Seller) last outstanding Series, and all monies received thereunder after the Cutoff Date due or to become due and all liquidation proceeds Collections in respect of such Transferor Receivables and other amounts received or receivable from time to time with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Transferor Receivables and any other interest of the Seller in such Financed Vehicles, all proceeds (including, without limitation, "proceeds" as defined in the certificates UCC of the State of New York and of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof; (ii) all of the Transferor's rights, remedies, powers and privileges under the Receivables Purchase Agreements existing at the close of business on the Transfer Date and thereafter created from time to time; and (iii) all of the Transferor's right, title orand interest in, to and under the Related Security. Such property described in the preceding sentence, together with all monies from time to time on deposit in, and all Eligible Investments and other securities, instruments and other investments purchased from funds on deposit in, the Concentration Account, the Muehlstein Collection Accounts and any Series Account, and any Enhancement issued with respect to Financed Vehicles in any Series (the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles drawing on or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation payment of such Receivable; (viii) the proceeds Enhancement not being available to Pooling and Servicing Agreement Certificateholders of any other Series) and all of the foregoing; Transferor's rights, remedies, powers, and (ix) all present and future claims, demands, causes and choses in action in respect of any or all privileges under the Receivables Purchase Agreements shall constitute the assets 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 Trust (collectively, collectively the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale Transfer does not constitute and is not intended to result in any an assumption by the Purchaser Trust, the Trustee or any Certificateholder of any obligation of the Seller to Servicer, Muehlstein, the Obligors, insurers Transferor or any other Person in connection with the Transferred Receivables, Receivable Files, Receivables or under any insurance policies Receivables Purchase Agreement or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor. The foregoing Transfer to the Trust is and shall be made to the Trustee, on behalf of themthe Trust, and each reference in this Agreement to such Transfer shall be construed accordingly. The Transferor agrees to record and file from time to time, at its own expense, financing statements and other documents (and amendments thereto, assignments thereof and continuation statements, when applicable) with respect to the Receivables and the other Trust Assets now existing and hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Transfers of the Receivables and the other Trust Assets to the Trust, and to deliver a file- stamped copy of any such financing statement or other document or other evidence of such filing to the Trustee on or prior to the Transfer Date. The Trustee shall be under no obligation whatsoever to file any such financing statements, documents, amendments, assignments or continuation statements or to make any other filing under the UCC in connection with such Transfer or to monitor the status of the perfection evidenced by such filings. The Servicer and the Transferor further agree, at their own expense, on or prior to the Transfer Date to xxxx their computer records in a manner reasonably calculated to indicate that the Trust Assets have been conveyed, in the case of any Originator, to the Transferor in accordance with the Receivables Purchase Agreements and, in the case of the Transferor, to the Trust in accordance with this Agreement for the benefit of the Certificateholders. (b) The Trustee agrees to use its best efforts, and shall cause its agents or representatives to use their best efforts, to hold in confidence all Confidential Information; provided that nothing herein shall prevent the Trustee from delivering copies of any financial statements and other documents constituting Confidential Information, or disclosing any other Confidential Information, (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Trustee, (ii) as required in the performance of the Trustee's duties hereunder, (iii) as required in enforcing the rights of the Certificateholders hereunder, (iv) to each Enhancement Provider, (v) as provided in any Supplement or (vi) to any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed and each such recipient agrees to be bound by the terms of this Pooling and Servicing Agreement

Transfer of Receivables. On the Initial Closing DateDate and simultaneously with the transactions to be consummated pursuant to the Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Seller shall sell, transfer, assign, grant, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein and in this the Sale and Servicing Agreement) and on a "servicing-released" basis), all right, title and interest of the Seller in and to (i) the Transferred Initial CPS Receivables listed in the Initial Schedule of CPS Receivables and, with respect to Rule of 78's Receivables, all monies due or to become due thereon after the Cutoff Date (which constitute all Receivables owned including Scheduled Payments due after the Cutoff Date (including principal prepayments relating to such Scheduled Payments) but received by the SellerSeller on or before the Cutoff Date) and and, with respect to Simple Interest Receivables, all monies received thereunder after the Cutoff Date and all liquidation proceeds Liquidation Proceeds and Recoveries received with respect to such Transferred Receivables after the Cutoff DateInitial CPS Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Initial CPS Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title StatesState of Michigan, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authorityVehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Initial CPS Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Initial CPS Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred an Initial CPS Receivable or Financed Vehicle securing a Transferred an Initial CPS Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.respect

Transfer of Receivables. On By execution of this Agreement, the Closing Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the Seller shall sellcase of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and 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 in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the PurchaserTrustee all of its rights, without recourse (subject to the obligations in this Agreement) remedies, powers, privileges and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles claims under or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; Receivables Purchase Agreements (v) refunds for whether arising pursuant to the costs terms of extended service contracts the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related Purchase Agreements to each Receivable; (vii) the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 monies and other property which at any time constitute all or part of or are included on deposit in the proceeds of Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the foregoing Trust (collectively, the "TRANSFERRED PROPERTY"“Trust Assets”). The foregoing sale does not constitute and is not intended to result in any the creation or assumption by the Purchaser Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Seller to Transferor, the ObligorsServicer, insurers an Account Owner or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. Each Account will continue to be owned by the related Account Owner and is not a Trust Asset. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust 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 assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts and Eligible to Purge Accounts that have been purged from the Transferor’s books and records pursuant to Subsection 2.09(d)), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of themthis Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts and Eligible to Purge Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: 1. The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. 2. All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. 3. All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. 4. Subject to clause (5) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. 5. To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. On Seller shall take all steps necessary or, in the Closing Datereasonable opinion of Purchaser, advisable to validate or protect the ownership interest of Purchaser in, or to defeat the assertion by any third party of any adverse claims with respect to, the Sold Receivables or any underlying Contracts. If an Event of Default by Seller hereunder has occurred and is continuing, Seller hereby irrevocably authorizes Purchaser to execute and deliver, in Seller's name and on Seller's behalf, such instruments and documents (including bills of sale and assignments) necessary or desirable to evidence or protect Purchaser's ownership interest in the Sold Receivables. Regardless of whether an Event of Default by Seller has occurred and is continuing, Seller hereby irrevocably authorizes Purchaser to execute and file, in Seller's name and on Seller's behalf, financing statements (including amendments and continuation statements) under the UCC (or similar law where the UCC is not enacted) in such jurisdictions where it may be necessary to validate or protect Purchaser's position as owner of, or, as provided in Section 5.1, secured party with respect to, such Sold Receivables. Seller shall sell, transfer, assign, grant, set over execute and otherwise convey deliver such additional documents and shall take such further action as Purchaser may reasonably request to effect or evidence the Purchaser, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basis, all right, title and interest transfer of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Sold Receivables and shall execute and deliver to Purchaser such powers-of-attorney as may be necessary or appropriate to enable Purchaser to endorse for payment any check, draft or other interest of the Seller instrument delivered in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds payment of any and all of the foregoing; and (ix) all present and future claims, demands, causes and choses in action amount under or in respect of a Sold Receivable. If, at any time, Seller receives any cash or all checks, drafts or other instruments for the payment of the foregoing and all payments money on account or under and all proceeds of every kind and nature whatsoever otherwise in respect of any or all of the foregoingSold Receivables, including all proceeds of the conversion, voluntary or involuntary, into Seller shall segregate such 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 receivablesitems, instruments hold such cash and other property which at any time constitute all or part of or are included items (properly endorsed, where required, so that such items may be collected by Purchaser) in the proceeds of any of the foregoing (collectivelytrust for Purchaser, the "TRANSFERRED PROPERTY"and promptly paid directly to Purchaser in accordance with Section 3.1.B(6). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.

Transfer of Receivables. On the Closing DateDate and simultaneously with the transactions pursuant to the Sale and Servicing Agreement, the Seller shall sell, transfer, assign, grant, set over assign and otherwise convey to the Purchaser, without recourse (subject to collectively, the obligations in this Agreement“Purchased Assets”): (i) and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables listed on the Schedule of Receivables (which constitute including all Receivables owned by the Sellerrelated Receivable Files) and all monies received due thereon or paid thereunder or in respect thereof after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Cut-off Date; ; (ii) the right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Transferred Receivables and any other interest related property; (iii) the right of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and life, credit accident and health disability or other insurance policies or certificates relating to covering the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; Obligors; (iv) all proceeds from recourse against Dealers the right of the Seller to receive payments in respect of any Dealer Recourse with respect to the Transferred Receivables; ; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any right of the foregoing; (vi) the Receivable File related Seller to each Receivable; (vii) all realize upon any property (including the right to receive future liquidation proceedsNet Liquidation Proceeds) that secures shall have secured a Transferred Receivable that has been acquired by or on behalf Receivable; (vi) the right of the Seller, pursuant Seller in rebates of premiums and other amounts relating to a liquidation insurance policies and other items financed under the Receivables in effect as of such Receivablethe Cut-off Date; and (viiivii) the all proceeds of any and all of the foregoing; and (ix) all present and future claims, demands, causes and choses in action provided that the Seller shall not be required to deliver to the Purchaser on the Closing Date monies received in respect of any the Receivables after the Cut-off Date and before the Closing Date but shall or all of shall cause the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of Servicer to deposit such monies into the foregoing, including all proceeds of Collection Account no later than 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 Business Day preceding the proceeds of any of the foregoing (collectively, the "TRANSFERRED PROPERTY")first Distribution Date. The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller undersigned to the Obligors, insurers or any other Person person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.. 2 (Nissan 2013-B Purchase Agreement)

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sell, Transferor does hereby (x) transfer, assign, grant, set over and otherwise convey to the Purchaserconvey, without recourse (subject except as expressly provided herein), to the obligations Issuer, for the benefit of the Noteholders and any Series Enhancers, the following property and (y) grant a security interest in this Agreementthe following property to the Issuer, for the benefit of the Noteholders and any Series Enhancers, in each case, on and as of the dates specified below: (i) and on a "servicing-released" basisthe first Series Issuance Date, (A) all of its right, title and interest of in, to and under each Receivable arising in connection with each Initial Account and all Related Security, including Transferor's interest in the Seller security interests granted by the Dealers in the related Vehicles and to (i) the Transferred Receivables (which constitute all Receivables any subordinated security interests in other Collateral, with respect thereto owned by the Seller) and all monies received thereunder after Transferor at the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after close of business on the Cutoff Cut-Off Date; , (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (ivB) all proceeds from recourse against of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the Transferred Receivables; designated Accounts, (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (viiD) all property of its right under the related Repurchase Agreements, (including the right to receive future liquidation proceedsE) that secures a Transferred Receivable that has been acquired by or on behalf all of the Sellerits rights under each related Floorplan Financing Agreement, pursuant to a liquidation of such Receivable; (viiiF) the proceeds of any the foregoing, with respect thereto owned by the Transferor at the close of business on the Cut-Off Date, (G) all monies due or to become due and all of the foregoing; and (ix) all present and future claims, demands, causes and choses in action in amounts received with respect of any or all of the foregoing and all payments on or under thereto and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (H) all of every kind its rights, remedies, powers and nature whatsoever privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable arising in connection with each Additional Account and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of any or business on the applicable Additional Cut-Off Date, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the designated Accounts, (D) all of its right under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor at the close of business on the Additional Cut-Off Date, (G) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (H) all of its rights, remedies, powers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement; and (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (2) of the definition thereof or (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under such Receivable and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of business on the applicable Transfer Date and not previously transferred to the Issuer pursuant hereto, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the designated Accounts, (D) all of its right under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the conversionforegoing, voluntary with respect thereto owned by the Transferor at the close of business on the Transfer Date, (G) all monies due or involuntary, into cash or other liquid property, to become due and all cash amounts received with respect thereto and all proceeds (including "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 ," as defined in the proceeds UCC) and Recoveries thereof and (H) all of any of its rights, remedies, powers and privileges with respect to such Receivable under the foregoing related Floorplan Financing Agreement and the Receivables Purchase Agreement. (collectively, the "TRANSFERRED PROPERTY"). b) The foregoing sale does transfers, and any subsequent transfers of additional assets, do not constitute constitute, and is are not intended to result in any in, the creation or an assumption by the Purchaser Issuer or the Owner Trustee of any obligation of the Seller to Transferor, the ObligorsServicer, insurers the Seller, NML, NNA or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the related Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers, NML or NNA. The foregoing transfers are not transfers of themthe Accounts; they are transfers of the Receivables arising in connection therewith. (c) In connection with such transfers, the Transferor will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Receivables transferred by the Transferor for the sale of chattel paper, payment intangibles, general intangibles or accounts (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Issuer on or before the first Series Issuance Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Owner Trustee or Indenture Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under applicable law in connection with such transfers. (d) In connection with such transfers, at its own expense, on or before the first Series Issuance Date, in the case of the Initial Accounts, and the applicable Addition Date, in the case of Additional Accounts, the Transferor will: (i) indicate in its computer files, and cause the Seller to indicate in its computer files as required by the Receivables Purchase Agreement, that the Receivables arising in connection with the Accounts and the Related Security: (A) have been sold or assigned, as the case may be, to the Transferor pursuant to the related Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders and any Series Enhancers pursuant to the Indenture; (ii) in the case of the Initial Accounts, deliver to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or list, an "Additional Account Schedule"). The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Owner Trustee is under no obligation whatsoever to verify the accuracy or completeness of the information contained in the Account Schedule at any time. (e) As consideration for the transfer of Receivables arising in connection with each Initial Account and the Related Security, on the first Series Issuance Date the Issuer will pay to the Transferor an amount equal to $1,316,539,846.26 in the form of cash, an increase in value of the Transferor Interest (if the Transferor is the holder of the Transferor Interest) and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. On any date after the first Series Issuance Date on which the Transferor has acquired from NMAC additional Receivables and Related Security pursuant to the Receivables Purchase Agreement, the Issuer shall purchase such assets from the Transferor. In consideration for any such purchase of Receivables and the Related Security, the Issuer will pay to the Transferor an amount equal to the amount paid therefor by the Transferor in the form of any cash drawn from amounts on deposit in the Collection Account or the Excess Funding Account which amounts have not been allocated to the Noteholders or the holders of the Transferor Interest pursuant to the Indenture or any Indenture Supplement and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Receivables, the Transferor's cost of acquiring such Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in any event not be less than reasonably equivalent value therefor.

Transfer of Receivables. On the Closing DateBy execution of this Agreement, the ----------------------- each Seller shall sellhereby sells, transfertransfers, assignassigns, grant, set sets over and otherwise convey conveys to the PurchaserTrustee, without recourse (subject to on behalf of the obligations in this Agreement) and on a "servicing-released" basisTrust, for the benefit of the Certificateholders, all of its right, title and interest in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and 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 the Seller in and Trust, the Funds Collateral relating to (i) the Transferred Receivables (which constitute any Account, all Receivables owned by the Seller) monies due or to become due and all monies amounts received thereunder after the Cutoff Date and all liquidation proceeds received or receivable with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 thereto and all proceeds of every kind (including "proceeds" as defined in the UCC and nature whatsoever in respect of any or including Insurance Proceeds and Recoveries) thereof, and all of its right, title and interest in, to and under the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid Interchange payable pursuant to Section 2.07(i). Such property, together with 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 monies and other property which at any time constitute all or part of or are included on deposit in the proceeds of Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the foregoing Trust (collectively, the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale does not constitute ------------ and is not intended to result in any the creation or assumption by the Purchaser Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of any Seller, the Seller to the Obligors, insurers Servicer or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants' clearance systems, VISA, MasterCard or insurers. Each Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables and the Funds Collateral now existing and hereafter created in the Accounts 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 sale and assignment of such Receivables and Funds Collateral to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the first Closing Date, in the case of such Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of such Receivables and Funds Collateral arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment. Each Seller further agrees, at its own expense, (a) on or prior to (x) the first Closing Date, in the case of the 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, to indicate clearly and unambiguously in its computer files, and to cause the Depository to indicate in its files, that Receivables created in connection with, and all Funds Collateral relating to, the Accounts (other than Removed Accounts) have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (b) on or prior to the applicable Document Delivery Date, to deliver to the Trustee a computer file on media and in a file format reasonably acceptable to the Trustee or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Trust Cut-Off 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, its account number, the collection status, the aggregate amount outstanding in such Account, the aggregate amount of Principal Receivables outstanding in such Account and any amount on deposit in or credited to any Deposit Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of themthis Agreement. The parties hereto intend that each transfer of Receivables, any Funds Collateral, and other property pursuant to this Agreement or any Assignment constitute a sale, and not a secured borrowing, for accounting purposes. If the transfer pursuant to this Section 2.01 is not deemed to be a sale, each Seller shall be deemed hereunder to have granted and does hereby grant to the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in, to and under all of the Trust Assets, and this Agreement constitutes a security agreement under the UCC.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sell, Transferor does hereby transfer, assign, grant, set set-over and otherwise convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer") to the PurchaserTrust, without recourse for the benefit of the Certificate- holders: (subject to i) all of the obligations in this Agreement) and on a "servicing-released" basis, all Transferor's right, title and interest in, to and under all Transferor Receivables existing at the close of business on the Cut-Off Date and thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreement from time to time, until the termination of the Seller in and to (i) Revolving Period of the Transferred Receivables (which constitute all Receivables owned by the Seller) last outstanding Series, and all monies received thereunder after the Cutoff Date due or to become due and all liquidation proceeds Collections and other amounts received from time to time with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Transferor Receivables and any other interest of the Seller in such Financed Vehicles, all proceeds (including, without limitation, the certificates of title or, with respect to Financed Vehicles "proceeds" as defined in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any UCC of the foregoing; (vi) jurisdiction the Receivable File related to each Receivable; (vii) all property (including law of which governs the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf perfection of the Seller, pursuant to a liquidation of such Receivableinterest in the Transferor Receivables transferred hereunder) thereof; and (viiiii) the proceeds of any and all of the foregoing; Transferor's rights, remedies, powers and (ix) privileges under the Receivables Purchase Agreement. Such property described in the preceding sentence, together with all present and future claimsmonies from time to time on deposit in, 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 Eligible Investments and other forms of obligations and receivablessecurities, instruments and other property which at investments purchased from funds on deposit in, the Concentration Account and any time Series Account, and any Enhancements shall constitute all or part of or are included in the proceeds of any assets of the foregoing Trust (collectively, collectively the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale Transfer does not constitute and is not intended to result in any an assumption by the Purchaser Trust, the Trustee or any Certificateholder of any obligation of the Seller to Servicer, W-P Steel, the Obligors, insurers Transferor or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies Receivables or under the Receivables Purchase Agreement or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor. The foregoing Transfer to the Trust shall be made to the Trustee, on behalf of themthe Trust, and each reference in this Agreement to such Transfer shall be construed accordingly. The Transferor agrees to record and file from time to time, at its own expense, financing statements and other documents (and amendments thereto, assignments thereof and continuation statements, when applicable) with respect to the Receivables and the other Trust Assets now existing and hereafter created meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfection of, the Transfers of the Receivables and the other Trust Assets to the Trust, and to deliver a file-stamped copy of such a financing statement or other document or other evidence of such filing to the Trustee on or prior to the Closing Date. The Trustee shall be under no obligation whatsoever to file such financing statements, documents, amendments, assignments or continuation statements, or to make any other filing under the UCC in connection with such Transfer. W-P Steel and the Transferor further agree, at their own expense, on or prior to the Closing Date to mark their computer records in a manner reasonably calculated xx indicate that the Receivables have been conveyed, in the case of W-P Steel, to the Transferor in accordance with the Receivables Purchase Agreement and, in the case of the Transferor, to the Trust in accordance with this Agreement for the benefit of the Certificateholders. (b) The Trustee hereby agrees not to disclose to any Person any information delivered to the Trustee from time to time with respect to the Receivables or any Obligor except (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Trustee, (ii) as required in the performance of the Trustee's duties hereunder, (iii) as required in enforcing the rights of the Certificateholders hereunder or (iv) as provided in any Supplement. The Trustee agrees to take such measures as shall be reasonably requested by the Transferor to protect and maintain the security and confidentiality of such information and, in connection therewith, will allow the Transferor to inspect the Trustee's security and confidentiality arrangements from time to time during normal business hours. The Trustee shall use its best efforts to provide the Transferor written notice at least five Business Days prior to any disclosure pursuant to this Section and in any event will provide written notice whenever disclosure is made.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sell, Transferor does hereby transfer, assign, grant, set set-over and otherwise convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer"), to the Purchaser, without recourse Trust for the benefit of the Beneficiaries: (subject to i) all of the obligations in this Agreement) and on a "servicing-released" basis, all Transferor's right, title and interest in, to and under all Transferor Receivables existing at the close of business on the Transfer Date and thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreements from time to time, until the termination of the Seller in and to (i) Revolving Period of the Transferred Receivables (which constitute all Receivables owned by the Seller) last outstanding Series, and all monies received thereunder after the Cutoff Date due or to become due and all liquidation proceeds Collections in respect of such Transferor Receivables and other amounts received or receivable from time to time with respect to such Transferred Transferor Receivables after and all proceeds (including "proceeds" as defined in the Cutoff Date; UCC of the State of New York and of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof; (ii) all of the security interests Transferor's rights, remedies, powers and privileges under the Receivables Purchase Agreements existing at the close of business on the Transfer Date and thereafter created from time to time; and (iii) all of the Transferor's right, title and interest in, to and under the Related Security. Such property described in the Financed Vehicles granted by Obligors pursuant preceding sentence, together with all monies from time to time on deposit in, and all Eligible Investments and other securities, instruments and other investments purchased from funds on deposit in, the Transferred Receivables Concentration Account, the Collection Accounts and any other interest of the Seller in such Financed VehiclesSeries Account, including, without limitation, the certificates of title or, and any Enhancement issued with respect to Financed Vehicles in any Series (the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles drawing on or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation payment of such Receivable; (viii) the proceeds Enhancement not being available to Holders of any other Series) and all of the foregoing; Transferor's rights, remedies, powers, and (ix) all present and future claims, demands, causes and choses in action in respect of any or all privileges under the Receivables Purchase Agreements shall constitute the assets 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 Trust (collectively, collectively the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale Transfer does not constitute and is not intended to result in any an assumption by the Purchaser Trust, the Trustee or any Holder of any obligation of the Seller to Servicer, Zenith, the Obligors, insurers Transferor or any other Person in connection with the Transferred Receivables, Receivable Files, Receivables or under any insurance policies Receivables Purchase Agreement or under any agreement or instrument relating thereto, including any obligation to any Obligor. The foregoing Transfer to the Trust is and shall be made to the Trustee, on behalf of themthe Trust, and each reference in this Agreement to such Transfer shall be construed accordingly. The Trustee shall be under no obligation whatsoever to file any such financing statements, documents, amendments, assignments or continuation statements or to make any other filing under the UCC in connection with such Transfer or to monitor the status of the perfection evidenced by such filings. (b) The Trustee agrees to use its best efforts, and shall cause its agents or representatives to use their best efforts, to hold in confidence all Confidential Information; provided that nothing herein shall prevent the Trustee from delivering copies of any financial statements and other documents constituting Confidential Information, or disclosing any other Confidential Information, (i) to a Successor Servicer or as required by a Requirement of Law applicable to the Trustee, (ii) as required in the performance of the Trustee's duties hereunder, (iii) as required in enforcing the rights of the Holders hereunder, (iv) to each Enhancement Provider, (v) as provided in any Supplement or (vi) to any affiliate, independent or internal auditor, agent, employee or attorney of the Trustee having a need to know the same, provided that the Trustee advises such recipient of the confidential nature of the information being disclosed and each such recipient agrees to be bound by the terms of this Section. The Trustee will allow the Transferor to inspect the Trustee's security and confidentiality arrangements upon prior written notice from time to time during normal business hours and agrees to provide reasonable advance notice to the Transferor of any permitted disclosure. The Trustee shall provide reasonable prior written notice to the Transferor whenever any disclosure not otherwise permitted by this Section 2.01(b) is to be made.

Transfer of Receivables. On the Closing Date, the Seller shall sell, does hereby transfer, assign, grant, set ----------------------- assign and set-over and otherwise convey to the PurchaserTrust for the benefit of the Certificateholders, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basisrecourse, all right, title and interest of Seller in, to and under the Seller Receivables now existing and hereafter created and arising in connection with the Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, the rights to receive certain amounts paid or payable as Interchange (if and to (i) the Transferred extent provided for in any Supplement), all rights to security for any Receivables (which constitute all including without limitation rights to bank accounts or certificates of deposit pledged as collateral), the right to any Enhancement with respect to any Series, Transferred Assets acquired by Seller under the Receivables owned by Purchase Agreement, rights described in clause (a)(ii) of the Sellerdefinition of "Existing Assets" in the -------------- Receivables Purchase Agreement, rights under the Receivables Purchase Agreement relating to assets that have been transferred or contributed under the Receivables Purchase Agreement (other than the right to acquire such assets under Sections 2.1(a) and 2.1(b) thereof) and all monies received thereunder after the Cutoff Date proceeds and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest products of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale does not constitute ------------ In connection with such transfer, Seller agrees to record and is not intended file, at its own expense, financing statements with respect to result the Trust Assets, including the Receivables now existing and hereafter created for the transfer of accounts (as defined in any assumption by the Purchaser of any obligation Section 9-102 of the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer of the Trust Assets from Seller to the ObligorsTrust, insurers and to deliver file-stamped copies of such financing statements or any other Person evidence of such filings (which may, for purposes of this Section 2.1, consist of ----------- telephone confirmations of such filings) to the Trustee on or prior to the date of initial issuance of the Certificates. In connection with such transfer, Seller further agrees, at its own expense, on or prior to the Initial Closing Date (i) to indicate in its books and records, including the computer files of the Receivables, that Receivables created in connection with the Transferred ReceivablesAccounts have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, Receivable Filesidentified by account number and by the Receivables balance and Principal Receivables balance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, delivered to the Trustee as ---------- confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The parties intend that, in the event this Agreement shall not be effective to transfer, assign and set over to the Trustee the Trust Assets, Seller shall be deemed hereunder to have granted to the Trustee a first perfected security interest in all of the property described in the first paragraph of this Section 2.1, and that this Agreement shall constitute a ----------- security agreement under applicable law. Seller and Servicer acknowledge that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to the Trust hereby and which are maintained with Servicer or of which Servicer has possession, shall be so maintained and held by Servicer on behalf and for the benefit of the Trust, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Trustee's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the Trustee hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller and Servicer by the Trustee of the Trustee's security interest in such bank accounts, and (ii) Seller and Servicer's acknowledgment of and consent to the Trustee's notice and the Trustee's security interest in such bank accounts. By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any insurance policies way impair the conveyance made by FCNB, in its capacity as "Seller" under the Existing Pooling Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (i) Any transfer, assignment or any agreement or instrument relating other conveyance by FCNB to the Seller of assets under the Receivables Purchase Agreement shall be subject to any rights in such assets granted by FCNB, as "Seller" under the Existing Pooling Agreement, to the Trustee pursuant to the Existing Pooling Agreement. (ii) The trust created by and maintained under the Existing Pooling Agreement shall continue to exist and be maintained under this Agreement. (iii) All series of theminvestor certificates issued under the Existing Pooling Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such series shall constitute a Supplement executed hereunder. (iv) All references to the Existing Pooling Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to FCNB in its capacity as the "Seller" of receivables and related assets under the Existing Pooling Agreement shall be deemed to include reference to the Seller in such capacity hereunder. (v) The Seller hereby assumes and agrees to perform all obligations of FCNB, in its capacity as "Seller" (but not as "Servicer"), under or in connection with the Existing Pooling Agreement (as amended and restated by this Agreement) and any supplements to the Existing Pooling Agreement, specifically including obligations under Section 2.4(d) and Section 2.4(e). -------------- -------------- For the avoidance of doubt, FCNB shall continue to be liable for all representations, warranties and covenants made by it as "Seller" under the Existing Pooling Agreement. (vi) To the extent this Agreement requires that certain actions are to be taken as of the RPA Closing Date, FCNB's execution of such action under the Existing Pooling Agreement shall constitute satisfaction of such requirement.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sell, Transferor does hereby transfer, assign, grant, set over and otherwise convey to the Purchaserconvey, without recourse (subject except as expressly provided herein), to the obligations in this AgreementIssuer, for the benefit of the Noteholders and any Series Enhancers, the following property on and as of the dates specified below: (i) and on a "servicing-released" basisthe first Closing Date, (A) all of its right, title and interest of the Seller in, to and under each Receivable arising in connection with each Initial Account and to (i) the Transferred Receivables (which constitute all Receivables Related Security with respect thereto owned by the SellerTransferor at the close of business on the Cut-Off Date, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (C) all monies received thereunder after the Cutoff Date of its rights, remedies, powers and all liquidation proceeds received privileges with respect to such Transferred Receivable under the Receivables after the Cutoff Date; Purchase Agreement; (ii) on the security interests applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable arising in connection with each Additional Account and all Related Security with respect thereto owned by the Transferor at the close of business on the applicable Additional Cut-Off Date, (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables UCC) and any other interest Recoveries thereof and (C) all of the Seller in such Financed Vehiclesits rights, includingremedies, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership powers and privileges with respect to such Financed Vehicles issued by Receivable under the applicable Department of Motor Vehicles or similar authorityReceivables Purchase Agreement; and (iii) any proceeds from claims on any physical damageeach Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.01(ii) of the Indenture or (y) the Trust Termination Date, credit life on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and credit accident interest in, to and health insurance policies or certificates relating under such Receivable and all Related Security with respect thereto owned by the Transferor at the close of business on the applicable Transfer Date and not previously transferred to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; Issuer pursuant hereto, (ivB) all monies due or to become due and all amounts received with respect thereto and all proceeds from recourse against Dealers (including "proceeds," as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Receivable under the Transferred Receivables; Receivables Purchase Agreement. (vb) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred ReceivablesThe foregoing transfers, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any subsequent transfers of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property additional assets (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Sellerinterests in any Other Floorplan Assets), pursuant to a liquidation of such Receivable; (viii) the proceeds of any do not constitute, and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in any in, the creation or an assumption by the Purchaser Issuer or the Owner Trustee of any obligation of the Seller to Transferor, the ObligorsServicer, insurers the Seller, Ford or any other Person in connection with the Transferred Accounts, the related Receivables, Receivable Files, any insurance policies the Other Floorplan Assets or under any agreement or instrument relating thereto, including any obligation to any Dealers or Ford. The foregoing transfers are not transfers of themthe Accounts; they are transfers of the Receivables arising in connection therewith. (c) In connection with such transfers, the Transferor will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Receivables transferred by the Transferor for the sale of chattel paper, payment intangibles, general intangibles or accounts (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Issuer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Owner Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under applicable law in connection with such transfers. (d) In connection with such transfers, at its own expense, on or before the first Closing Date, in the case of the Initial Accounts, and the applicable Addition Date, in the case of Additional Accounts, the Transferor will: (i) cause the Seller to indicate in its computer files as required by the Receivables Purchase Agreement, that the Receivables arising in connection with the Accounts and the Related Security: (A) have been sold or assigned, as the case may be, to the Transferor pursuant to the related Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders and any Series Enhancers pursuant to the Indenture; (ii) in the case of the Initial Accounts, deliver to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or list, an "Additional Account Schedule"). The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Owner Trustee is under no obligation whatsoever to verify the accuracy or completeness of the information contained in the Account Schedule at any time.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall Transferor does hereby acknowledge and confirm that on the first Series Issuance Date it will and hereby will continue to sell, transfer, assign, grant, set set-over and otherwise convey to the Purchaserconvey, without recourse (subject except as expressly provided herein), to the obligations Issuer and grant a security interest to the Issuer in, the following property, in this Agreementeach case, on and as of the dates specified below: (i) and on a "servicing-released" basisthe first Series Issuance Date, (A) all of its right, title and interest of in, to and under each Receivable existing in or arising in connection with each Initial Account (from and including the Seller Cutoff Date to and including the first Series Issuance Date) and all Related Security, including the Transferor’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to (i) the Transferred Receivables (which constitute all Receivables such Receivable owned by the SellerTransferor at the close of business on the Cutoff Date, (B) all of its rights under the Receivables Purchase Agreement with respect to such Receivable, (C) all of its rights under the related Sales and Service Agreement, (D) all monies received thereunder after of its rights under intercreditor agreements with third-party creditors of Dealers with respect to each such Initial Account, (E) all of its rights under the related Floorplan Financing Agreement, (F) all proceeds of the foregoing owned by the Transferor at the close of business on the Cutoff Date and (G) all liquidation monies due or to become due and all amounts received with respect thereto and all proceeds received thereof (including “proceeds,” as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries with respect thereto; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable existing in or arising in connection with each Additional Account (from and including the related Additional Cutoff Date to and including the related Addition Date) related to such Addition Date and all Related Security, including the Transferor’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Transferred Receivables after Receivable owned by the Transferor at the close of business on the applicable Additional Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant Date and not previously transferred to the Transferred Issuer pursuant hereto, (B) all of its rights under the Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership Purchase Agreement with respect to such Financed Vehicles issued Receivable, (C) all of its rights under the related Sales and Service Agreement, (D) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to each such Additional Account, (E) all of its rights under the related Floorplan Financing Agreement, (F) all proceeds of the foregoing owned by the Transferor at the close of business on the Additional Cutoff Date and (G) all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including “proceeds,” as defined in the UCC as in effect in the applicable Department of Motor Vehicles or similar authorityjurisdiction) and Recoveries with respect thereto; and (iii) any proceeds from claims on any physical damageeach Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (1) of Section 5.01 of the Indenture and (y) the Trust Termination Date, credit life on which day a new Receivable is created in connection with an Account other than a Redesignated Account after the related Redesignation Date or related Removal and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; Reassignment Date, as applicable (iveach such Business Day being a “Transfer Date”), (A) all proceeds from recourse against of its right, title and interest in, to and under such Receivable and all Related Security, including the Transferor’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Receivable owned by the Transferor at the close of business on the applicable Transfer Date, (B) all of its rights under the Receivables Purchase Agreement with respect to such Receivable, (C) all of its rights under the related Sales and Service Agreement, (D) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the Transferred Receivables; related Account, (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (viiE) all property of its rights under the related Floorplan Financing Agreement, (including the right to receive future liquidation proceedsF) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 conversionforegoing owned by the Transferor at the close of business on the Transfer Date and (G) all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including “proceeds,” as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries with respect thereto. The parties intend that all transfers described above constitute sales and not transfers for security for a loan. The parties agree that if any transfer described above is not deemed to be a sale, voluntary (i) the Transferor is deemed to have granted, and does hereby grant, to the Issuer a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or involuntaryhereafter acquired, into cash or other liquid propertyin, to and under the Receivables arising in connection with the Accounts now existing and hereafter created, all cash Related Security, all other personal property described from time to time in Section 2.01(a) and all proceeds thereof (including “proceeds,” as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries with respect thereto, accounts(ii) this Agreement constitutes a security agreement and (iii) the Transferor and the Issuer each represents and warrants as to itself only that each remittance of any collections with respect to the Receivables or any other proceeds to the Issuer, accounts receivableor its assignee, notesthereof under this Agreement, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to will have been (A) in 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 a debt incurred by the Transferor in the proceeds ordinary course of any business or financial affairs of the foregoing Transferor and the Issuer and (collectivelyB) made in the ordinary course of business or financial affairs of the Transferor and the Issuer. Notwithstanding anything herein to the contrary, the "TRANSFERRED PROPERTY"). Issuer hereby acknowledges and agrees that it shall be subject to the first sentence of Section 6.01(c) of the Receivables Purchase Agreement. (b) The foregoing sale does sales, and any subsequent transfers of additional assets, do not constitute constitute, and is are not intended to result in any in, the creation or an assumption by the Purchaser Issuer of any obligation of the Seller to Transferor, the ObligorsServicer, insurers the Seller, GM or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the related Receivables or any agreement or instrument relating thereto, including any obligation to any Dealers or GM. The foregoing transfers are not transfers of themthe Accounts; they are transfers of the Receivables arising in connection therewith and the Related Security. (c) In connection with such sales, the Transferor will, to the extent it has not done so, record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Receivables transferred by the Transferor for the sale of “instruments”, “chattel paper”, “general intangibles”, “payment intangibles” or “accounts” (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Issuer within 10 days after the first Series Issuance Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Owner Trustee and the Indenture Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) In connection with such sales, at its own expense, on or before the first Series Issuance Date, in the case of the Initial Accounts, and the applicable Addition Date, in the case of Additional Accounts, the Transferor has or will (to the extent it has not done so): (i) indicate in its books and records (and with respect to (C) below, in its computer files), and cause the Seller to indicate in its books and records (and with respect to (C) below, in its computer files) as required by the Receivables Purchase Agreement, that the Receivables arising in connection with the Accounts and the Related Security: (A) have been sold or assigned, as the case may be, to the Transferor pursuant to the Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture; (ii) in the case of the Initial Accounts, deliver to the Issuer and the Indenture Trustee (or cause the Seller to do so) the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Issuer and the Indenture Trustee (or cause the Seller to do so) each applicable Additional Account Schedule. The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement. (e) In consideration for the sale of Receivables arising in connection with each Initial Account and the Related Security and other personal property described in Section 2.01(a)(i), on the first Series Issuance Date, the Issuer has paid to the Transferor consideration in the form of cash, an increase in value of the Transferor Interest or other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. On any date after the first Series Issuance Date on which the Transferor has acquired from GMF additional Receivables and Related Security and other related personal property pursuant to the Receivables Purchase Agreement, the Issuer shall purchase such assets from the Transferor. In consideration for any such purchase of Receivables and the Related Security and other related personal property, the Issuer will pay to the Transferor on the related Transfer Date or less frequently if so agreed by the Transferor and the Issuer an amount equal to the amount paid therefor by the Transferor in the form of any cash drawn or withheld from amounts on deposit in the Collection Account or the Excess Funding Account or amounts held by the Servicer in accordance with the Basic Documents, which amounts have not been, and are not required to be, allocated to the Noteholders or otherwise allocated to the holders of the Transferor Interest pursuant to the Indenture or any Indenture Supplement or other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of the Receivables, the Transferor’s cost of acquiring the Receivables and a reasonable return on such costs, and other pertinent factors; provided, that such consideration will in any event not be less than reasonably equivalent value therefor.

Transfer of Receivables. On Subject to the Closing Datelast sentence of this subsection 2.5(b), the Seller Company shall, with respect to each Ineligible Receivable required to be transferred pursuant to subsection 2.5(a), deposit or cause to be deposited in the Collection Account in immediately available funds on the Business Day following the related Transfer Obligation Date an amount equal to the lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable (the "TRANSFER DEPOSIT AMOUNT"). Upon transfer or deposit of the Transfer Deposit Amount, the Trust shall sell, automatically and without further action be deemed to transfer, assign, grant, set over and 45 otherwise convey to the PurchaserCompany, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basisrecourse, representation or warranty, all the right, title and interest of the Seller Trust in and to (i) the Transferred Receivables (which constitute such Ineligible Receivable, all Receivables owned monies due or to become due with respect thereto and all proceeds thereof; and such transferred Ineligible Receivable shall be treated by the Seller) Trust as collected in full as of the date on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment prepared by and at the expense of the Company and take such other actions as shall reasonably be requested by the Company to effect the conveyance of such Receivables pursuant to this subsection free and clear of the lien of this Agreement and all monies received thereunder after other liens created by the Cutoff Date and all liquidation proceeds received Trustee. Except as otherwise specified in any Supplement, the obligation of the Company to deposit or cause to be deposited the Transfer Deposit Amount with respect to such Transferred Receivables after any Ineligible Receivable shall constitute the Cutoff Date; (ii) sole remedy respecting the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect event giving rise to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; obligation available to Investor Certificateholders (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or Trustee on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTY"Investor Certificateholders). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.

Transfer of Receivables. On By execution of this Agreement, the Closing Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the Seller shall sellcase of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and 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 in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the PurchaserTrustee all of its rights, without recourse (subject to the obligations in this Agreement) remedies, powers, privileges and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles claims under or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; Receivables Purchase Agreements (v) refunds for whether arising pursuant to the costs terms of extended service contracts the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related Purchase Agreements to each Receivable; (vii) the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 monies and other property which at any time constitute all or part of or are included on deposit in the proceeds of Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the foregoing Trust (collectively, the "TRANSFERRED PROPERTY"“Trust Assets”). The foregoing sale does not constitute and is not intended to result in any the creation or assumption by the Purchaser Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Seller to Transferor, the ObligorsServicer, insurers an Account Owner or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust 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 assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts and Eligible to Purge Accounts that have been purged from the Transferor’s books and records pursuant to Subsection 2.09(d)), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of themthis Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts and Eligible to Purge Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (e) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. On Subject to the Closing Datelast sentence of this Section 2.5(b), the Seller Company shall, with respect to each Ineligible Receivable required to be transferred pursuant to Section 2.5(a), or, in the case of clause (iv) to 40 remedy the breach under Section 2.8(p), deposit or cause to be deposited in the Collection Account in immediately available funds on the Business Day following the related Transfer Obligation Date an amount equal to the lesser of (x) the amount by which the Aggregate Target Receivables Amount exceeds the Aggregate Receivables Amount (after giving effect to the reduction thereof by the Principal Amount of such Ineligible Receivable) and (y) the aggregate outstanding Principal Amount of each such Ineligible Receivable (the "TRANSFER DEPOSIT AMOUNT"). Upon transfer or deposit of the Transfer Deposit Amount, the Trust shall sell, automatically and without further action be deemed to transfer, assign, grant, set over and otherwise convey to the PurchaserCompany, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basisrecourse, representation or warranty, all the right, title and interest of the Seller Trust in and to (i) the Transferred Receivables (which constitute such Ineligible Receivable, all Receivables owned monies due or to become due with respect thereto and all proceeds thereof; and such transferred Ineligible Receivable shall be treated by the SellerTrust as collected in full as of the date on which it was transferred. The Trustee shall execute such documents and instruments of transfer or assignment prepared by and at the expense of the Company and take such other actions as shall reasonably be requested by the Company to effect the conveyance of such Receivables pursuant to this Section 2.5(b) free and clear of the lien of this Agreement and all monies received thereunder after other liens created by the Cutoff Date and all liquidation proceeds received Trustee. Except as otherwise specified in any Supplement, the obligation of the Company to deposit or cause to be deposited the Transfer Deposit Amount with respect to such Transferred Receivables after any Ineligible Receivable shall constitute the Cutoff Date; (ii) sole remedy respecting the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect event giving rise to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; obligation available to Investor Certificateholders (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or Trustee on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTY"Investor Certificateholders). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sellTransferor does hereby acknowledge and confirm that, pursuant to the Original Agreement on the Initial Closing Date it did, and hereby does continue to (x) transfer, assign, grant, set over and otherwise convey to the Purchaserconvey, without recourse (subject except as expressly provided herein), to the obligations Issuer, for the benefit of the Noteholders and any Series Enhancers, the following property and (y) grant a security interest in this Agreementthe following property to the Issuer, for the benefit of the Noteholders and any Series Enhancers, in each case, on and as of the dates specified below: (i) and on a "servicing-released" basisthe first Series Issuance Date, (A) all of its right, title and interest of in, to and under each Receivable arising in connection with each Initial Account and all Related Security, including Transferor's interest in the Seller security interests granted by the Dealers in the related Vehicles and to (i) the Transferred Receivables (which constitute all Receivables any subordinated security interests in other Collateral, with respect thereto owned by the Seller) and all monies received thereunder after Transferor at the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after close of business on the Cutoff Cut-Off Date; , (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (ivB) all proceeds from recourse against of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the Transferred Receivables; designated Accounts, (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (viiD) all property of its rights under the related Repurchase Agreements, (including the right to receive future liquidation proceedsE) that secures a Transferred Receivable that has been acquired by or on behalf all of the Sellerits rights under each related Floorplan Financing Agreement, pursuant to a liquidation of such Receivable; (viiiF) the proceeds of any the foregoing, with respect thereto owned by the Transferor at the close of business on the Cut-Off Date, (G) all monies due or to become due and all of amounts received with respect thereto (including all amounts received with respect to amounts on deposit in the foregoing; and (ix) all present and future claims, demands, causes and choses in action in respect Cash Management Account as applied to reduce the principal amount of any or all of the foregoing and all payments on or under Receivable) and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (H) all of every kind its rights, remedies, powers and nature whatsoever privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement. (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Receivable arising in connection with each Additional Account and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of any or business on the applicable Additional Cut-Off Date, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the designated Accounts, (D) all of its rights under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Transferor at the close of business on the Additional Cut-Off Date, (G) all monies due or to become due and all amounts received with respect thereto (including all amounts received with respect to amounts on deposit in the Cash Management Account as applied to reduce the principal amount of any Receivable) and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (H) all of its rights, remedies, powers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement; and (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (2) of the definition thereof or (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under such Receivable and all Related Security, including Transferor's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect thereto owned by the Transferor at the close of business on the applicable Transfer Date and not previously transferred to the Issuer pursuant hereto, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the designated Accounts, (D) all of its rights under the related Repurchase Agreements, (E) all of its rights under each related Floorplan Financing Agreement, (F) the proceeds of the conversionforegoing, voluntary with respect thereto owned by the Transferor at the close of business on the Transfer Date, (G) all monies due or involuntaryto become due and all amounts received with respect thereto (including all amounts received with respect to amounts on deposit in the Cash Management Account as applied to reduce the principal amount of any Receivable) and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof and (H) all of its rights, into cash or other liquid propertyremedies, powers and privileges with respect to such Receivable under the related Floorplan Financing Agreement and the Receivables Purchase Agreement. The parties intend that if the transfer is not deemed to be a sale, the Transferor is deemed to have granted to the Issuer a first priority perfected security interest in all of the Transferor's right, title and interest in the Receivables arising in connection with the Accounts now existing and hereafter created, all cash Related Security, all other personal property described from time to time in Section 2.01(a) and all proceeds (including "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 ," as defined in the proceeds of any of the foregoing UCC) and Recoveries thereof. (collectively, the "TRANSFERRED PROPERTY"). b) The foregoing sale does transfers, and any subsequent transfers of additional assets, do not constitute constitute, and is are not intended to result in any in, the creation or an assumption by the Purchaser Issuer or the Owner Trustee of any obligation of the Seller to Transferor, the ObligorsServicer, insurers the Seller, NML, NNA or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the related Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers, NML or NNA. The foregoing transfers are not transfers of themthe Accounts; they are transfers of the Receivables arising in connection therewith. (c) In connection with such transfers, the Transferor will, to the extent it has not done so, record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Receivables transferred by the Transferor for the sale of chattel paper or accounts (each as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Issuer on or before the first Series Issuance Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Owner Trustee or Indenture Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under applicable law in connection with such transfers. (d) In connection with such transfers, at its own expense, on or before the first Series Issuance Date, in the case of the Initial Accounts, and the applicable Addition Date, in the case of Additional Accounts, the Transferor has (in the case of the Initial Accounts) or will (to the extent it has not done so): (i) indicate in its computer files, and cause the Seller to indicate in its computer files as required by the Receivables Purchase Agreement, that the Receivables arising in connection with the Accounts and the Related Security: (A) have been sold or assigned, as the case may be, to the Transferor pursuant to the related Receivables Purchase Agreement, then (B) transferred by the Transferor to the Issuer pursuant to this Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders and any Series Enhancers pursuant to the Indenture; (ii) in the case of the Initial Accounts, delivered to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Owner Trustee (or cause the Seller to do so) a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or list, an "Additional Account Schedule"). The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. The Owner Trustee is under no obligation whatsoever to verify the accuracy or completeness of the information contained in the Account Schedule at any time. (e) As consideration for the transfer of Receivables arising in connection with each Initial Account and the Related Security, on the first Series Issuance Date the Issuer has paid to the Transferor an amount equal to $1,316,539,846.26 in the form of cash, an increase in value of the Transferor Interest (if the Transferor is the holder of the Transferor Interest) and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. On any date after the first Series Issuance Date on which the Transferor has acquired from NMAC additional Receivables and Related Security pursuant to the Receivables Purchase Agreement, the Issuer shall purchase such assets from the Transferor. In consideration for any such purchase of Receivables and the Related Security, the Issuer will pay to the Transferor an amount equal to the amount paid therefor by the Transferor in the form of any cash drawn from amounts on deposit in the Collection Account or the Excess Funding Account which amounts have not been allocated to the Noteholders or the holders of the Transferor Interest pursuant to the Indenture or any Indenture Supplement and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Receivables, the Transferor's cost of acquiring such Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in any event not be less than reasonably equivalent value therefor.

Transfer of Receivables. On the Closing DateBy execution of this ----------------------- Agreement, the Seller shall does hereby sell, transfer, assign, grant, set over and otherwise convey to the PurchaserTrustee, without recourse (subject to on behalf of the obligations in this Agreement) and on a "servicing-released" basisTrust, for the benefit of the Certificateholders, all of its right, title and interest in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the case of Receivables arising in the Initial Accounts, and 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 the Seller in and Trust, the Funds Collateral relating to (i) the Transferred Receivables (which constitute any Account, all Receivables owned by the Seller) moneys due or to become due and all monies amounts received thereunder after the Cutoff Date and all liquidation proceeds received or receivable with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 thereto and all proceeds of every kind (including "proceeds" as defined in the UCC and nature whatsoever in respect of any or including Insurance Proceeds and Recoveries) thereof, and all of its right, title and interest in, to and under the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid Interchange payable pursuant to Section 2.07(i). Such property, together with 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 moneys and other property which at any time constitute all or part of or are included on deposit in the proceeds of Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the foregoing Trust (collectively, the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale does not constitute and is not intended to result in any the creation or assumption by the Purchaser Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Seller to Seller, the Obligors, insurers Servicer or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants' clearance systems, VISA, MasterCard or insurers. The Seller agrees to record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Receivables and the Funds Collateral now existing and hereafter created in the Accounts 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 sale and assignment of such Receivables and Funds Collateral to the Trust, and to deliver a file stamped copy of each such financing statement or other evidence of such filing (which may, for purposes of this Section 2.01, consist of telephone confirmation of such filing) to the Trustee on or prior to the first Closing Date, in the case of such Receivables arising in the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of such Receivables and Funds Collateral arising in Additional Accounts. The Trustee shall be under no obligation whatsoever to file such financing or continuation statements or to make any other filing under the UCC in connection with such sale and assignment. The Seller further agrees, at its own expense, (a) on or prior to (x) the first Closing Date, in the case of the 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, to indicate clearly and unambiguously in its computer files and to cause the Depository to indicate in its files that Receivables created in connection with, and all Funds Collateral relating to, the Accounts (other than Removed Accounts) have been conveyed to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (b) on or prior to the applicable Document Delivery Date, to deliver to the Trustee a computer file on media and in a file format reasonably acceptable to the Trustee or microfiche list containing a true and complete list of all such Accounts specifying for each such Account, as of the Trust Cut-Off 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, its account number, the collection status, the aggregate amount outstanding in such Account, the aggregate amount of Principal Receivables outstanding in such Account and any amount on deposit in or credited to any Deposit Account. Such file or list, as supplemented from time to time to reflect Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of themthis Agreement. The Seller hereby grants to the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, a security interest in all of its right, title and interest, whether now owned or hereafter acquired, in, to and under all of the Trust Assets, and this Agreement constitutes a security agreement under the UCC.

Transfer of Receivables. On the Closing Date, the Seller shall sell, does hereby ----------------------- transfer, assign, grant, set assign and set-over and otherwise convey to the PurchaserTrust for the benefit of the Certificateholders, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basisrecourse, all right, title and interest of Seller in, to and under the Seller Receivables now existing and hereafter created and arising in connection with the Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, the rights to receive certain amounts paid or payable as Interchange (if and to (i) the Transferred extent provided for in any Supplement), all rights to security for any Receivables (which constitute all Receivables owned by including without limitation rights to bank accounts or certificates of deposit pledged as collateral), the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received right to any Enhancement with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables any Series, and any other interest all proceeds and products of all of the foregoing. In connection with such transfer, Seller in such Financed Vehiclesagrees to record and file, includingat its own expense, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers financing statements with respect to the Transferred Receivables; (v) refunds Receivables now existing and hereafter created for the costs transfer of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any accounts (as defined in Section 9-106 of the foregoing; (viUCC as in effect in the State of Illinois) meeting the Receivable File related requirements of applicable state law in such manner and in such jurisdictions as are necessary to each Receivable; (vii) all property (including perfect the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf transfer of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Receivables from Seller to the ObligorsTrust, insurers and to deliver file-stamped copies of such financing statements or any other Person evidence of such filings (which may, for purposes of this Section ------- 2.1, consist of telephone confirmations of such filings) to the Trustee on --- or prior to the date of initial issuance of the Certificates. In connection with such transfer, Seller further agrees, at its own expense, on or prior to the Initial Closing Date (i) to indicate in its books and records, including the computer files of the Receivables, that Receivables created in connection with the Transferred ReceivablesAccounts have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, Receivable Filesidentified by account number and by the Receivables balance and Principal Receivables balance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, any insurance policies delivered to the Trustee as ---------- confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The parties intend that, in the event this Agreement shall not be effective to transfer, assign and set over to the Trustee the Trust property, Seller shall be deemed hereunder to have granted to the Trustee a first perfected security interest in all of the property described in the first paragraph of this Section 2.1, and that this Agreement shall ----------- constitute a security agreement under applicable law. Seller acknowledges that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to the Trust hereby and which are maintained with Seller or any agreement or instrument relating of which Seller has possession, shall be so maintained and held by Seller on behalf and for the benefit of the Trust, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Trustee's security interest in bank accounts pledged to any Seller, which security interest Seller has transferred to the Trustee hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller by the Trustee of themthe Trustee's security interest in such bank accounts, and (ii) Seller's acknowledgment of and consent to the Trustee's notice and the Trustee's security interest in such bank accounts.

Transfer of Receivables. On the Closing Date, the Seller shall sell, does hereby transfer, assign, grant, set assign ----------------------- and set-over and otherwise convey to the PurchaserTrust for the benefit of the Certificateholders, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basisrecourse, all right, title and interest of the Seller in in, to and to under (i) the Transferred Receivables (which constitute all Receivables owned by now existing and hereafter created and arising in connection with the Seller) and Accounts, all monies received thereunder after due or to become due with respect thereto (including all Finance Charge Receivables), (ii) all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, (iii) all rights to security for any Receivables, (iv) the Cutoff Date and all liquidation proceeds received right to any Enhancement with respect to such Transferred Receivables after the Cutoff Date; any Series, (iiv) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables Purchase Agreement and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (ivvi) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs and products of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; . Such property, together with all monies and (ix) all present and future claimsinvestments on deposit, demandsfrom time to time, causes and choses in action in respect the Collection Account, the Excess Funding Account, the Series Accounts maintained for the benefit of the Certificateholders of any or Series of Certificates, any Enhancement and all monies available under any Enhancement, to be provided for any series for payment to the Certificateholders of such Series, shall constitute the assets 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 Trust (collectively, the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale does not constitute In connection with such transfer, assignment and is not intended set-over, Seller agrees to result record and file, at its own expense, financing statements (including any continuation statements with respect to such financing statements when applicable) with respect to the Receivables now existing and hereafter created for the transfer of accounts and general intangibles (as defined in any assumption by the Purchaser of any obligation Section 9- 106 of the UCC as in effect in the State of Illinois) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer of the Receivables from Seller to the ObligorsTrust, insurers and to deliver file-stamped copies of such financing statements or other evidence of such filings (which may, for purposes of this Section 2.1, consist of telephone confirmations of such filings with the file-stamped copy to be provided to the Trustee as soon as practicable after receipt thereof by the Seller) to the Trustee on or prior to the date of Initial Closing Date and in the case of any other Person continuation statements filed pursuant to this Section 2.1, as soon as practicable after receipt thereof by the Seller. In connection with such transfer, Seller further agrees, at its own expense, on or prior to the Initial Closing Date (i) to indicate in its books and records, including the computer files of the Receivables, that Receivables created in connection with the Transferred ReceivablesAccounts have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, identified by account number and by the Receivable Filesbalance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this Agreement, any insurance policies or any delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The parties intend that, in the event this Agreement shall not be effective to transfer, assign and set over to the Trustee the Trust property, Seller shall be deemed hereunder to have granted to the Trustee a first perfected security interest in all of the property described in the first paragraph of this Section 2.1, and that this Agreement shall constitute a security agreement or instrument relating to any of themunder applicable law.

Transfer of Receivables. On From the Closing Datedate of this Receivables Purchase Agreement, the Seller shall selland the Purchaser agree that upon the origination or existence of a Receivable there will be, transfer, assign, grant, set over without the need of any further transmittal acts (as specified under article 765 of the Commercial Code and otherwise convey to the Purchaserextent applicable article 21 of the Movable Property Security Law), an assignment and/or a transfer to Purchaser and without recourse (subject to the obligations in this Agreementherein) and on a "servicing-released" basis, of all right, title and interest of the Seller in and to the following (collectively, the "Transferred Property"): (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) such Receivable and all monies received thereunder after the Cutoff Date and all liquidation proceeds monies due or to become due and all other recoveries received with respect to such Transferred Receivables after the Cutoff Date; Receivable; (ii) the security interests interest in the Financed Vehicles goods granted by Obligors any account debtor pursuant to the Transferred Receivables such Receivable and any other interest or right of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, goods arising from any applicable law or from any existing agreements with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; account debtor; (iii) the security interest and/or any credit rights in any proceeds from claims on in respect of any physical damage, credit life and credit accident and health insurance policies or certificates damage relating to the Financed Vehicles goods securing the Transferred Receivables or the Obligors thereunder; such Receivable; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each such Receivable; ; (viiv) all property (including the right to receive future liquidation proceeds) that secures a Transferred such Receivable that has been acquired by or on behalf of the SellerSeller (including promissory notes and chattel paper); (vi) all credit rights arising from the related Master Sourcing Agreement or any purchase order, pursuant to a liquidation invoice, promissory note or xxxx of exchange issued in connection with such receivable as well as any rights in connection with an account debtor default in respect of such Receivable; receivable; (viiivii) the proceeds of any and all of the foregoing; and and (ixviii) 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 (collectively, the "TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of themforegoing.

Transfer of Receivables. On the Closing Date, the Seller shall sell, does hereby transfer, assign, grant, set assign ----------------------- and set-over and otherwise convey to the PurchaserTrust for the benefit of the Certificateholders, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basisrecourse, all right, title and interest of Seller in, to and under the Seller Receivables now existing and hereafter created and arising in connection with the Accounts, all monies due or to become due with respect thereto (including all Finance Charge Receivables), all Recoveries, Collections and other proceeds thereof and Insurance Proceeds relating thereto, the rights to receive certain amounts paid or payable as Interchange (if and to (i) the Transferred extent provided for in any Supplement), all rights to security for any Receivables (which constitute all including without limitation rights to bank accounts or certificates of deposit pledged as collateral), the right to any Enhancement with respect to any Series, Transferred Assets acquired by Seller under the Receivables owned by Purchase Agreement, rights described in clause (a)(ii) of the Sellerdefinition of "Existing Assets" in the -------------- Receivables Purchase Agreement, rights under the Receivables Purchase Agreement relating to assets that have been transferred or contributed under the Receivables Purchase Agreement (other than the right to acquire such assets under Sections 2.1(a) and 2.1(b) thereof) and all monies received thereunder after the Cutoff Date proceeds and products of all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale does not constitute ------------ In connection with such transfer, Seller agrees to record and is not intended file, at its own expense, financing statements with respect to result the Trust Assets, including the Receivables now existing and hereafter created for the transfer of accounts (as defined in any assumption by the Purchaser of any obligation Section 9-102 of the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the transfer of the Trust Assets from Seller to the ObligorsTrust, insurers and to deliver file-stamped copies of such financing statements or any other Person evidence of such filings (which may, for purposes of this Section 2.1, consist of telephone confirmations of such filings) to the ----------- Trustee on or prior to the date of initial issuance of the Certificates. In connection with such transfer, Seller further agrees, at its own expense, on or prior to the Initial Closing Date (i) to indicate in its books and records, including the computer files of the Receivables, that Receivables created in connection with the Transferred ReceivablesAccounts have been transferred to the Trust pursuant to this Agreement for the benefit of the Certificateholders and (ii) to deliver to the Trustee a computer file or microfiche list containing a true and complete list of all such Accounts, Receivable Filesidentified by account number and by the Receivables balance and Principal Receivables balance as of the Cut Off Date. Such file or list shall be marked as Schedule 1 to this ---------- Agreement, delivered to the Trustee as confidential and proprietary, and is hereby incorporated into and made a part of this Agreement. The parties intend that, in the event this Agreement shall not be effective to transfer, assign and set over to the Trustee the Trust Assets, Seller shall be deemed hereunder to have granted to the Trustee a first perfected security interest in all of the property described in the first paragraph of this Section ------- 2.1, and that this Agreement shall constitute a security agreement under --- applicable law. Seller and Servicer acknowledge that all instruments (including certificates of deposit) and bank accounts the security interest in which has been transferred to the Trust hereby and which are maintained with Servicer or of which Servicer has possession, shall be so maintained and held by Servicer on behalf and for the benefit of the Trust, in accordance with the terms of this Agreement. Additionally, for purposes of perfecting the Trustee's security interest in bank accounts pledged to Seller, which security interest Seller has transferred to the Trustee hereunder, this Agreement constitutes and shall be deemed (i) notice to Seller and Servicer by the Trustee of the Trustee's security interest in such bank accounts, and (ii) Seller and Servicer's acknowledgment of and consent to the Trustee's notice and the Trustee's security interest in such bank accounts. By executing this Agreement and the Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any insurance policies way impair the conveyance made by FCNB, in its capacity as "Seller" under the Existing Pooling Agreement. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (i) Any transfer, assignment or any agreement or instrument relating other conveyance by FCNB to the Seller of assets under the Receivables Purchase Agreement shall be subject to any rights in such assets granted by FCNB, as "Seller" under the Existing Pooling Agreement, to the Trustee pursuant to the Existing Pooling Agreement. (ii) The trust created by and maintained under the Existing Pooling Agreement shall continue to exist and be maintained under this Agreement. (iii) All series of theminvestor certificates issued under the Existing Pooling Agreement shall constitute Series issued and outstanding under this Agreement, and any supplement executed in connection with such series shall constitute a Supplement executed hereunder. (iv) All references to the Existing Pooling Agreement in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to FCNB in its capacity as the "Seller" of receivables and related assets under the Existing Pooling Agreement shall be deemed to include reference to the Seller in such capacity hereunder. (v) The Seller hereby assumes and agrees to perform all obligations of FCNB, in its capacity as "Seller" (but not as "Servicer"), under or in connection with the Existing Pooling Agreement (as amended and restated by this Agreement) and any supplements to the Existing Pooling Agreement, specifically including obligations under Section 2.4(d) and Section 2.4(e). For the avoidance -------------- -------------- of doubt, FCNB shall continue to be liable for all representations, warranties and covenants made by it as "Seller" under the Existing Pooling Agreement. (vi) To the extent this Agreement requires that certain actions are to be taken as of the RPA Closing Date, FCNB's execution of such action under the Existing Pooling Agreement shall constitute satisfaction of such requirement.

Transfer of Receivables. On the Closing DateDate and simultaneously with the transactions pursuant to the [Pooling and Servicing Agreement] [Sale and Servicing Agreement], the Seller shall sell, transfer, assign, grant, set over assign and otherwise convey to the Purchaser, without recourse recourse: (subject to the obligations in this Agreementi) and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received due thereon or paid thereunder after or in respect thereof [(including proceeds of the Cutoff Date and all liquidation proceeds received with respect repurchase of the Receivables by the Seller pursuant to such Transferred Receivables Section 6.2 hereof)] on or after the Cutoff Date; ; (ii) the right of the Seller in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Transferred Receivables and any other interest related property; (iii) the right of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and life, credit accident and health disability or other insurance policies or certificates relating to covering Financed Vehicles, the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; Obligors; (iv) all the right of the Seller in any [proceeds from recourse against Dealers with respect to the Transferred Receivables; of] Dealer Recourse; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any right of the foregoing; (vi) the Receivable File related Seller to each Receivable; (vii) all realize upon any property (including the right to receive future liquidation proceedsNet Liquidation Proceeds) that secures shall have secured a Transferred Receivable that has [and have been acquired repossessed by or on behalf of the Seller, pursuant to a liquidation of such Receivable; Trustee]; (viiivi) [the proceeds of any and all right of the foregoing; Seller in rebates of premiums and (ix) all present other amounts relating to insurance policies and future claims, demands, causes and choses other items financed under the Receivables in action in respect of any or all effect as 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 Cutoff Date;] and (vii) 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 foregoing. It is the proceeds of any intention of the foregoing (collectively, Seller that the "TRANSFERRED PROPERTY"). The foregoing transfer and assignment contemplated by this Agreement shall constitute a sale does not constitute and is not intended to result in any assumption by of the Purchaser of any obligation of Receivables from the Seller to the Obligors, insurers Purchaser and the beneficial interest in and title to the Receivables shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any other Person bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in connection any jurisdiction to provide third parties with notice of the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating sale of the Receivables pursuant to any of themthis Agreement and to perfect such sale under the UCC.

Transfer of Receivables. On the Closing Date, the Seller shall sell, The Transferor does hereby transfer, assign, grant, set set-over and otherwise convey (the making of such transfer, assignment, set-over and conveyance being a "TRANSFER," and so to transfer, assign, set-over and otherwise convey being to "TRANSFER") to the Purchaser, Trust for the benefit of the Beneficiaries without recourse (subject to except as expressly provided herein), in each case whether now existing or hereafter created, (a) all of the obligations in this Agreement) and on a "servicing-released" basis, all Transferor's right, title and interest of the Seller in and to all of the Receivables existing on the Effective Date and thereafter arising from time to time in connection with the Accounts until the termination of the Trust, (ib) the Transferred Receivables all monies due or to become due with respect thereto, (which constitute c) all Receivables owned by the SellerRecoveries and Insurance Proceeds relating to such Receivables, (d) all Collections and all monies other amounts received thereunder after the Cutoff Date and all liquidation proceeds received or receivable from time to time with respect to such Transferred Receivables after the Cutoff Date; Receivables, (iie) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables all rights, remedies, powers and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership privileges with respect to such Financed Vehicles issued by Receivables, (f) all of the applicable Department of Motor Vehicles or similar authority; Transferor's rights, remedies, powers and privileges under each Purchase Agreement and each Interest Rate Protection Agreement, if any, and (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (ivg) all proceeds (including "proceeds" as defined in the UCC of the State of New York and of the jurisdiction the law of which governs the perfection of the interest in the Receivables Transferred hereunder) of the foregoing. Such property described in the preceding sentence, together with all monies from recourse against Dealers time to time on deposit in, and all Permitted Investments and other securities, instruments and other investments purchased from funds on deposit in, the Concentration Account, the Collection Accounts (except, solely with respect to the Transferred Receivables; (v) refunds for Store Accounts, to the costs of extended service contracts extent described in the Intercreditor Agreement), the Excess Funding Account and any Series Account, and any Enhancement issued with respect to Financed Vehicles securing any Series (the Transferred Receivablesdrawing on or payment of such Enhancement not being available to Certificateholders of any other Series), refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any shall constitute the assets of the foregoing; Trust (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 (collectively, collectively the "TRANSFERRED PROPERTYTRUST ASSETS"). The foregoing sale does not constitute Transfer is made to the POOLING AND SERVICING AGREEMENT Trust for the benefit of the Beneficiaries and each reference in this Agreement to such Transfer shall be construed accordingly. The parties intend that if, and to the extent that, such Transfer is not intended deemed to result be a sale, the Transferor shall be deemed hereunder to have granted to the Trust a first priority perfected security interest in any assumption by the Purchaser of any obligation all of the Seller Transferor's right, title and interest in and to all Trust Assets to secure all the Transferor's and Servicer's obligations hereunder, including the Transferor's obligation to sell or Transfer to the ObligorsTrust all Receivables existing on the date hereof or hereafter created and transferred to the Transferor from time to time under the Purchase Agreements. This Agreement shall constitute a security agreement under applicable law. Pursuant to the request of the Transferor, insurers the Trustee shall cause Certificates in authorized denominations evidencing the entire interest in the Trust to be duly authenticated and delivered to or any other Person in connection with upon the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating order of the Transferor pursuant to any of themSection 6.02.

Transfer of Receivables. On By execution of this Agreement, the Closing Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the Seller shall sellcase of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and 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 in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including "proceeds" as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the PurchaserTrustee all of its rights, without recourse (subject to the obligations in this Agreement) remedies, powers, privileges and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles claims under or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; Receivables Purchase Agreements (v) refunds for whether arising pursuant to the costs terms of extended service contracts the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related Purchase Agreements to each Receivable; (vii) the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 monies and other property which at any time constitute all or part of or are included on deposit in the proceeds of Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the foregoing Trust (collectively, the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale does not constitute and is not intended to result in any the creation or assumption by the Purchaser Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Seller to Transferor, the ObligorsServicer, insurers an Account Owner or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants' clearance systems, VISA, MasterCard or insurers. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust 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 assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of them.this Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor's right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a "Seller" under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows:

Transfer of Receivables. On (a) By execution of this ----------------------- Agreement and for the Closing DateCommitments and any Purchases made hereunder, in consideration of the Aggregate Cash Investment and the Holdback, and for other good and valuable consideration, the Seller shall receipt and sufficiency of which are hereby acknowledged, the Transferor does hereby sell, transfer, assign, grant, set set-over and otherwise convey without recourse except as expressly provided herein, (the making of such sale, transfer, assignment, set-over and conveyance being a "Transfer", and so to sell, transfer, assign, set-over and otherwise convey -------- being to "Transfer") to the Purchaser, without recourse (subject to the obligations in this Agreement) and on a "servicing-released" basis, all right, title and interest of the Seller in and to Purchasers: -------- (i) an undivided interest, equal to the Transferred Floating Allocation Percentage thereof, in, to and under all Transferor Receivables (which constitute existing at the close of business on the Cut-Off Date and thereafter created from time to time except those collected prior to the Closing Date, and conveyed to the Transferor under the Receivables Purchase Agreement from time to time, until the termination of the Reinvestment Period, and all Armco Receivables owned by the Seller) Transferor as successor by merger to AKR and all monies received thereunder after the Cutoff Date due or to become due and all liquidation proceeds Purchaser Collections and other amounts received from time to time with respect to such Transferred Transferor Receivables after and all proceeds (including "proceeds" as defined in the Cutoff Date; UCC of the jurisdiction the law of which governs the perfection of the interest in the Transferor Receivables transferred hereunder) thereof; (ii) all of the security interests in Transferor's rights, remedies, powers and privileges under the Financed Vehicles granted by Obligors Receivables Purchase Agreement; and (iii) the Related Assets. Without limiting the foregoing, the Transferor hereby ratifies and confirms all Transfers which have heretofore been made pursuant to the Transferred Receivables Original Purchase and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles Servicing Agreement. Such property described in the Nonpreceding sentence, together with (A) a pro-Certificated Title Statesrata portion of monies from time to time on deposit in, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 Eligible Investments and other forms of obligations and receivablessecurities, instruments and other property which at any investments purchased from funds on deposit in, the Collection Accounts and the Concentration Account, and (B) all the monies from time constitute all or part of or are included to time on deposit in, and investments and other securities, instruments and other investments purchased from funds on deposit in the proceeds of any of Agent's Account and the foregoing Cash Collateral Account, shall constitute the assets transferred to the Purchasers (collectively, the "TRANSFERRED PROPERTYTransferred Assets"). ------------------ The foregoing sale Transfer does not constitute and is not intended to result in any an assumption by the any Purchaser Party of any obligation or liability of the Seller to Servicer, the ObligorsOriginator, insurers Armco, the Transferor, AFC or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies Receivables or under the Receivables Purchase Agreement or under any agreement or instrument relating thereto, including any contract or other obligation to any Obligor. (b) The Transferor agrees to record and file from time to time, at its own expense, financing statements and other documents (and amendments thereto, assignments thereof and continuation statements, when applicable) with respect to the Transferred Assets now existing and hereafter created meeting the requirements of themapplicable law in such manner and in such jurisdictions as are necessary to grant a first priority transfer or perfected lien in, and maintain perfection of, the transfer of the Transferred Assets to the Purchasers, and to deliver a file-stamped copy of such a financing statement or other document or other evidence of such filing to the Agent on or prior to the Closing Date. The Agent shall be under no obligation whatsoever to file such financing statements, documents, amendments, assignments or continuation statements, or to make any other filing under the UCC in connection with such Transfer. (c) The Originator and the Transferor each further agrees, at its own expense, on or prior to the Closing Date to indicate in its computer records that the Receivables have been sold, in the case of the Originator, to the Transferor in accordance with the Receivables Purchase Agreement and that the Purchased Interest has been sold, in the case of the Transferor, to the Purchasers in accordance with this Agreement. The Originator agrees, at its own expense, on or prior to the Closing Date to indicate in its computer records that the Armco Receivables have been acquired by ARC in connection with the ARC Merger. (d) It is understood and agreed that (i)(A) any Purchased Interest acquired under the Original Purchase and Servicing Agreement, (B) any Letter of Credit issued pursuant to the Original Purchase and Servicing Agreement, and (c) any Swing Line Advances outstanding under the Original Purchase and Servicing Agreement shall, in each case, remain outstanding under this Agreement, shall be deemed to have been acquired under, or issued pursuant to, this Agreement and shall be deemed to be Purchased Interests, Letters of Credit and Swingline Advances for all purposes of this Agreement, (ii) nothing herein shall be deemed to have terminated such Purchased Interests, Letters of Credit or Swing Line Advances or any of the rights or obligations in connection therewith, and (iii) all references to the Original Purchase and Sale Agreement in any other agreement or document shall be deemed to be a reference to this Agreement. A list of all such outstanding Letters of Credit as of the Restatement Effective Date is attached hereto as Schedule V. In addition, ---------- Letter of Credit No. S900710PGH (formerly No. A-307205), issued by PNC Bank, National Association, a copy of which is attached hereto as Schedule VI, as ----------- amended from time to time, shall for all purposes be deemed to be a Letter of Credit hereunder.

Transfer of Receivables. On the Closing Date and on each Funding Date, subject to the Seller shall sellterms and conditions of this Agreement, the Originator agrees to pledge, transfer, assign, grant, set over assign and otherwise convey to the PurchaserDepositor, and the Depositor agrees to acquire from the Originator, Eligible Receivables and the other Trust Property relating thereto (as defined in Section 2.01(a) below). The Receivables transferred on the Closing Date are identified in an exhibit substantially in the form of Exhibit B hereto and shall be covered by an Assignment substantially in the form of Exhibit A hereto. The Receivables pledged, transferred, assigned and otherwise conveyed on each Funding Date shall be identified on Schedule I to Exhibit B attached to an Assignment substantially in the form of Exhibit A hereto. (a) Initial Transfer of Receivables and Trust Property. On the Closing Date and simultaneously with the transactions pursuant to the [Pooling and Servicing Agreement] [Trust Agreement], the Originator shall pledge, transfer, assign and otherwise convey to the Depositor, without recourse recourse, a 100% interest in (subject to the obligations in this Agreementi) and on a "servicing-released" basis, all right, title and interest of the Seller Originator in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) Closing Date Receivables, and all monies received thereunder moneys due thereon (with respect to Precomputed Receivables), on and after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interest of the Originator in the security interests in the Financed Vehicles granted by the Obligors pursuant to the Transferred Closing Date Receivables and any other interest all certificates of the Seller in title to such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) the interest of the Originator in any proceeds from claims on any physical damage, credit life and credit accident and health life, risk default or disability insurance policies or certificates relating to covering the Financed Vehicles securing the Transferred Receivables or the Obligors thereunderfrom the Cutoff Date; and (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related to each Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; foregoing and any recourse in equity or by contract against the Originator. (ix) all present and future claims, demands, causes and choses in action in respect of any or all All of the foregoing property identified in this subsection (a) and all payments the following subsection (c) shall constitute the "Trust Property.") (b) Receivables Cash Purchase Price--Closing Date. In consideration for the Receivables and Trust Property described in Section 2.01(a), the Depositor shall, on or under and all proceeds of every kind and nature whatsoever in respect of any or all the Closing Date, pay to the Originator 100% of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into Receivables Cash Purchase Price in 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 by federal wire transfer (collectively, the "TRANSFERRED PROPERTY"). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of themsame day) funds.

Transfer of Receivables. On By execution of this Agreement, the Closing Transferor hereby transfers, assigns, sets over and otherwise conveys to the Trustee all of its right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables existing at the close of business on the Trust Cut-Off Date, in the Seller shall sellcase of Receivables arising in the Initial Accounts (including Related Accounts with respect to such Initial Accounts), and 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 in such Accounts until the termination of the Trust, the Funds Collateral securing such Receivables, all Interchange allocable to the Trust as provided herein, all Recoveries and Insurance Proceeds allocable to all of the foregoing, all Participation Interests and related property conveyed to the Trustee pursuant to an Assignment, all Collections with respect to all of the foregoing, all monies due or to become due and all amounts received or receivable with respect to all of the foregoing and all proceeds (including “proceeds” as defined in the UCC) thereof. The Transferor does hereby further transfer, assign, grant, set over and otherwise convey to the PurchaserTrustee all of its rights, without recourse (subject to the obligations in this Agreement) remedies, powers, privileges and on a "servicing-released" basis, all right, title and interest of the Seller in and to (i) the Transferred Receivables (which constitute all Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds received with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles claims under or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; Receivables Purchase Agreements (v) refunds for whether arising pursuant to the costs terms of extended service contracts the Receivables Purchase Agreements or otherwise available to the Transferor at law or in equity), including the rights of the Transferor to enforce the Receivables Purchase Agreements and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the Receivable File related Purchase Agreements to each Receivable; (vii) the same extent as the Transferor could but for the assignment and security interest granted to the Trustee. The property described in the two preceding sentences, together with all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viii) the proceeds of any and all of the foregoing; 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 monies and other property which at any time constitute all or part of or are included on deposit in the proceeds of Collection Account, the Excess Funding Account, the Series Accounts and any Series Enhancement shall constitute the assets of the foregoing Trust (collectively, the "TRANSFERRED PROPERTY"“Trust Assets”). The foregoing sale does not constitute and is not intended to result in any the creation or assumption by the Purchaser Trust, the Trustee, any Investor Certificateholder or any Series Enhancer of any obligation of the Seller to Transferor, the ObligorsServicer, insurers an Account Owner or any other Person in connection with the Transferred ReceivablesAccounts, Receivable Files, any insurance policies the Receivables or the Funds Collateral or under any agreement or instrument relating thereto, including any obligation to Obligors, merchant banks, merchants’ clearance systems, VISA, MasterCard or insurers. Each Account will continue to be owned by the related Account Owner and is not a Trust Asset. The Transferor agrees to record and file, at its own expense, financing statements (and amendments thereto when applicable) with respect to the Trust 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 assignment of such Trust Assets to the Trustee, and to deliver a file stamped copy of each such financing statement or amendment or other evidence of such filing to the Trustee on or prior to the Substitution Date, in the case of Trust Assets relating to the Initial Accounts, and (if any additional filing is so necessary) on or prior to the applicable Addition Date, in the case of Trust Assets relating to Additional Accounts and Participation Interests. The Trustee shall be under no obligation whatsoever to file such financing statements or amendments thereto or to make any other filing under the UCC in connection with such assignment. The Transferor further agrees, at its own expense, (i) on or prior to (A) the Substitution Date, in the case of the Initial Accounts, and (B) the applicable Addition Date, in the case of the Additional Accounts and the Participation Interests, to indicate in its books and records (including the appropriate computer files) that Receivables created in connection with the Accounts (other than Removed Accounts and Eligible to Purge Accounts that have been purged from the Transferor’s books and records pursuant to Subsection 2.09(d)), the Participation Interests and the related Trust Assets have been conveyed to the Trustee pursuant to this Agreement and (ii) on or prior to each such date referred to in clause (i), to deliver to the Trustee an Account Schedule (provided that such Account Schedule shall be provided in respect of Automatic Additional Accounts on or prior to the Determination Date immediately succeeding the related Monthly Period during which their respective Addition Dates occur). Each Account Schedule, as supplemented from time to time, shall be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. Once the books and records (including the appropriate computer files) referenced in clause (i) of this paragraph have been indicated with respect to any Account or Participation Interest, the Transferor further agrees not to alter such indication during the remaining term of themthis Agreement, other than pursuant to Section 2.09 with respect to Removed Accounts and Eligible to Purge Accounts, unless and until the Transferor shall have delivered to the Trustee at least thirty (30) days prior written notice of its intention to do so and has taken such action as is necessary or advisable to cause the interest of the Trustee in the Trust Assets to continue to be perfected with the priority required by this Agreement, and has delivered to the Trustee an Opinion of Counsel to such effect. The parties to this Agreement intend that the conveyance of the Trust Assets pursuant to this Agreement constitute a sale, and not a secured borrowing, for accounting purposes. Nevertheless, this Agreement also shall constitute a security agreement under applicable law, and the Transferor hereby grants to the Trustee a first priority perfected security interest in all of the Transferor’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Receivables, the Funds Collateral and the other Trust Assets, and all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas and other minerals consisting of, arising from or related to the Trust Assets, and all proceeds thereof, to secure its obligations hereunder. By executing this Agreement and any Receivables Purchase Agreement, the parties hereto and thereto do not intend to cancel, release or in any way impair the conveyance made by Capital One or F.S.B. in their respective capacities as a “Seller” under the Prior PSA. Without limiting the foregoing, the parties hereto acknowledge and agree as follows: (a) The Trust created by and maintained under the Prior PSA shall continue to exist and be maintained under this Agreement. (b) All series of investor certificates issued under the Prior PSA shall constitute Series issued and outstanding under this Agreement, and any supplement existing in connection with such series shall constitute a Supplement executed hereunder. (c) All references to the Prior PSA in any other instruments or documents shall be deemed to constitute references to this Agreement. All references in such instruments or documents to Capital One or F.S.B in their respective capacities as a “Seller” of receivables and related assets under the Prior PSA shall be deemed to include reference to Funding in such capacity hereunder. (d) Subject to clause (5) below, Funding hereby agrees to perform all obligations of Capital One and F.S.B., in their respective capacities as a “Seller” (but not, in the case of Capital One, as “Servicer”), under or in connection with the Prior PSA (as amended and restated by this Agreement) and any Supplements to the Prior PSA. (e) To the extent this Agreement requires that certain actions are to be taken as of a date prior to the date of this Agreement, Capital One’s or F.S.B.’s, as applicable, taking of such action under the Prior PSA shall constitute satisfaction of such requirement. All representations, warranties and covenants of Capital One or F.S.B., as applicable, made in Article II in the Prior PSA and in any Assignment of Additional Accounts with respect to receivables and related assets transferred to the Trustee prior to the Substitution Date, shall remain in full force and effect with respect to Capital One or F.S.B., as applicable.

Transfer of Receivables. On the Closing DateDate and simultaneously with the transactions to be consummated pursuant to the Trust Agreement, the Indenture and the Sale and Servicing Agreement, the Seller shall sell, transfer, assign, grant, set over and otherwise convey to the Purchaser, without recourse (subject to the obligations herein and in this the Sale and Servicing Agreement) and on a "servicing-released" basis), all right, title and interest of the Seller in and to (i) the Transferred Initial Samco Receivables (which constitute all listed in the Initial Schedule of Samco Receivables owned by the Seller) and all monies received thereunder after the Cutoff Date and all liquidation proceeds Net Liquidation Proceeds received with respect to such Transferred Receivables after the Cutoff DateInitial Samco Receivables; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Samco Receivables and any other interest of the Seller in such Financed Vehicles, including, without limitation, the certificates of title or, with respect to Financed Vehicles in the Non-Certificated Title StatesState of Michigan, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authorityVehicles; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Samco Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Samco Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable the Samco Receivables or his or her obligations with respect to such a Financed Vehicle and any recourse to Dealers for any of the foregoing; (viv) the Receivable File related to each Samco Receivable; (vii) all property (including the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf of the Seller, pursuant to a liquidation of such Receivable; (viiivi) the proceeds of any and all of the foregoing; foregoing and (ixvii) 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 (collectively, the "TRANSFERRED PROPERTYInitial Transferred Samco Property" and together with the Initial Transferred CPS Property and the Initial Transferred Linc Property, the "Initial Transferred Property"). The foregoing sale does not constitute and is not intended to result in any assumption by the Purchaser of any obligation of the Seller to the Obligors, insurers or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies or any agreement or instrument relating to any of them.

Transfer of Receivables. On the Closing Date(a) By execution of this Agreement, the Seller shall sell, Transferor does hereby transfer, assign, grant, set set-over and otherwise convey without recourse, except as expressly provided herein (the making of such transfer, assignment, set-over and conveyance being a "Transfer", and so to transfer, assign, set-over and otherwise convey being to "Transfer") to the PurchaserTrust, without recourse for the benefit of the Certificateholders: (subject to i) all of the obligations in this Agreement) and on a "servicing-released" basis, all Transferor's right, title and interest in, to and under all Transferor Receivables existing at the close of business on the Transfer Date and thereafter created from time to time, and conveyed to the Transferor under the Receivables Purchase Agreements from time to time, until the termination of the Seller in and to (i) Revolving Period of the Transferred Receivables (which constitute all Receivables owned by the Seller) last outstanding Series, and all monies received thereunder after the Cutoff Date due or to become due and all liquidation proceeds Collections and other amounts received from time to time with respect to such Transferred Receivables after the Cutoff Date; (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Transferred Transferor Receivables and any other interest of the Seller in such Financed Vehicles, all proceeds (including, without limitation, the certificates of title or, with respect to Financed Vehicles "proceeds" as defined in the Non-Certificated Title States, other evidence of ownership with respect to such Financed Vehicles issued by the applicable Department of Motor Vehicles or similar authority; (iii) any proceeds from claims on any physical damage, credit life and credit accident and health insurance policies or certificates relating to the Financed Vehicles securing the Transferred Receivables or the Obligors thereunder; (iv) all proceeds from recourse against Dealers with respect to the Transferred Receivables; (v) refunds for the costs of extended service contracts with respect to Financed Vehicles securing the Transferred Receivables, refunds of unearned premiums with respect to credit life and credit accident and health insurance policies or certificates covering an Obligor under a Transferred Receivable or Financed Vehicle securing a Transferred Receivable or his or her obligations with respect to a Financed Vehicle and any recourse to Dealers for any UCC of the foregoing; (vi) jurisdiction the Receivable File related to each Receivable; (vii) all property (including law of which governs the right to receive future liquidation proceeds) that secures a Transferred Receivable that has been acquired by or on behalf perfection of the Seller, pursuant to a liquidation of such Receivableinterest in the Transferor Receivables transferred hereunder) thereof; and (viiiii) the proceeds of any and all of the foregoing; Transferor's rights, remedies, powers and (ix) privileges under the Receivables Purchase Agreements. Such property described in the preceding sentence, together with all present and future claimsmonies from time to time on deposit in, 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 Eligible Investments and other forms of obligations and receivablessecurities, instruments and other property which at investments purchased from funds on deposit in, the Concentration Account, the Dell Collection Accounts and any time Series Account, and any Enhancement shall constitute all or part of or are included in the proceeds of any assets of the foregoing Trust (collectively, collectively the "TRANSFERRED PROPERTYTrust Assets"). The foregoing sale Transfer does not constitute and is not intended to result in any an assumption by the Purchaser Trust, the Trustee or any Certificateholder of any obligation of the Seller to Servicer, Dell, the Obligors, insurers Transferor or any other Person in connection with the Transferred Receivables, Receivable Files, any insurance policies Receivables or under the Receivables Purchase Agreements or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor. The foregoing Transfer to the Trust shall be made to the Trustee, on behalf of them.the Trust, and each reference in this Agreement to such Transfer shall be construed accordingly. The Transferor agrees to record and file from time to time, at its own expense, financing statements and other documents (and amendments thereto, assignments thereof and continuation statements, when applicable) with respect to the Receivables and