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. 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 them.this 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:

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 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 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 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 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 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 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 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 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, 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 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 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 them.this 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:

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 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 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 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 or any agreement or instrument relating to any of them.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:

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 or any agreement or instrument relating to any of them.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:

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.