Common use of Trust Assets Clause in Contracts

Trust Assets. The Titling Trust shall acquire from time to time the following assets (the “Trust Assets”): (a) cash; (b) Lease Agreements; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy (the “Residual Proceeds”) and (ii) each Certificate of Title, which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the applicable Registrar of Titles; (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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.

Trust Assets. The Titling Trust shall acquire from time assets subject to time this Agreement and the following assets (Indenture, transferred by the “Trust Assets”): (a) cash; (b) Lease Agreements; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect Depositor to the residual value of Issuer and pledged by the Leased Vehicles or payments under any residual value insurance policy (Issuer to the “Residual Proceeds”) and (ii) each Certificate of TitleIndenture Trustee, which Certificate assets consist of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the applicable Registrar of Titles; (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, acceptancesletters of credit, chattel paperadvices of credit, checksinvestment property, deposit accounts, insurance proceeds, condemnation awards, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other forms recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of obligations this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and receivablesinterest received on or with respect to the Underlying Securities, instruments (h) the Rate Protection Agreements and other property which at any time constitute all or part payments thereunder, (i) the rights of or are included the Depositor under the Purchase Agreement, the Securities Transfer Agreement and each Servicing Agreement, (j) the rights of the Issuer under each Servicing Agreement, (k) all Holdback Amounts on deposit in custodial accounts established by [ ] for the benefit of the Issuer and (m) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of any of the foregoing.

Trust Assets. The Titling Pursuant to this Agreement and the Servicing Agreement, the Trust shall acquire from time to time the following assets (the “"Trust Assets”"): (a) cash; (b) Lease Agreementslease contracts (the "User Leases") of automobiles and other vehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the "Leased Vehicles"), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as "Dealers") or directly by the Trust; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees End Users of any purchase options under the Lease AgreementsUser Leases, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy (the “Residual Proceeds”) and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing "VW Credit Leasing, Ltd.” ", any trustee of the Trust or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles"); (d) all of the Settlor’s VCI's rights (but not its obligations) and all of the Titling Trust’s rights 's rights, in each case with respect to any User Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any User Lease Agreement or Leased VehicleVehicle arising under any agreements with any Dealer ("Dealer Agreements"), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease AgreementUser Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease AgreementUser Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCI, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle (collectively, "Insurance Policies"); (f) any Security Deposit to the extent due the lessor under the related User Lease Agreement in accordance with the terms of such Lease AgreementUser Lease; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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.

Trust Assets. The Titling Pursuant to this Agreement and the Servicing Agreement, the Trust shall acquire from time to time the following assets (the “Trust Assets”): (a) cash; (b) Lease Agreementslease contracts (the “User Leases”) of automobiles and other vehicles, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the “Leased Vehicles”), which User Leases are or were originated by VCI, a dealer (such dealers being referred to herein as “Dealers”) or directly by the Trust; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees End Users of any purchase options under the Lease AgreementsUser Leases, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy (the “Residual Proceeds”) and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing VW Credit Leasing, Ltd.” ”, any trustee of the Trust or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”); (d) all of the SettlorVCI’s rights (but not its obligations) and all of the Titling Trust’s rights rights, in each case with respect to any User Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any User Lease Agreement or Leased VehicleVehicle arising under any agreements with any Dealer (“Dealer Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease AgreementUser Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease AgreementUser Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, VCI, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Vehicle or the ability of any End User to make required payments with respect to the related User Lease or related Leased Vehicle (collectively, “Insurance Policies”); (f) any Security Deposit to the extent due the lessor under the related User Lease Agreement in accordance with the terms of such Lease AgreementUser Lease; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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.

Trust Assets. The Titling Pursuant to this Agreement and the Servicing Agreements, the Trust shall acquire from time to time the following assets (the “Trust Assets”): ) as specified by the UTI Holder or as contemplated by any Servicing Agreement: (a) cash; ; (b) Lease retail lease contracts (such lease contracts, the “Leases”) of automobiles, sports utility vehicles, light duty trucks and other vehicles, together with all accessories, additions and parts constituting a part thereof and all accessions thereto (the “Leased Vehicles”), which Leases are or were originated by vehicle dealers (such dealers being referred to herein as “Dealers”), or directly by the Trust, pursuant to either (i) dealer agreements entered into with the Trust or (ii) dealer agreements entered into with PCC and supplemental dealer agreements for the benefit of the Trust (collectively, “Dealer Agreements; ”), and all proceeds thereof; (c) the Leased Vehicles and all proceeds thereof, including, without limitation including (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees lessees of any purchase options under the Lease AgreementsLeases, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, Servicer with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy described below in clause (the “Residual Proceeds”e) and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, reflect as the owner of such Leased Vehicle, Vehicle “ACAR Porsche Leasing Ltd.” or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles; ”); (d) all of the SettlorPorsche Funding Limited Partnership’s and PCC’s rights (but not its their obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, including without limitation, (i) limitation the right to proceeds arising from all dealer repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to Vehicle arising under any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Dealer Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; ; (e) any insurance policy and rights thereunder or proceeds therefrom, including without limitation any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, credit accident or health, credit life or unemployment insurance maintained by any Servicer, the UTI Holder, Porsche Funding Limited Partnership, any obligor under any Lease or any Affiliate of any such Person to the extent that any such policy covers or applies to any Lease, Leased Vehicle or the ability of any lessee under any Lease to make required payments with respect to the Lease or related Leased Vehicles (collectively, “Insurance Policies; ”); (f) any Security Deposit security deposit with respect to a Lease to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreementthe Lease; and and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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.

Trust Assets. The Titling Trust shall acquire acquire, either directly or through an assignment, from time to time the following assets (the “Trust Assets”): (a) cash; (b) lease contracts (the “User Leases”) of Vehicles, Vehicles that are the subject of User Leases other equipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (the “Leased Assets”) and any and all amounts payable under any User Lease, including, without limitation, monthly rental, interim financing and interim interest, and reimbursement for payments made by the Trust under the User Lease Agreementsfor obligations of the End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or expenses; (c) Leased Vehicles Assets and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles Assets to be realized through the exercise by Lessees End Users of any purchase options under the Lease AgreementsUser Leases, the proceeds of sale of the Leased Vehicles Assets to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles Assets or payments under any residual value insurance policy (the “Residual Proceeds”) and (ii) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” GE TF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”); (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any User Lease Agreement or Leased VehicleAsset, including, without limitation, (i) the right to proceeds arising from all vendor repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any User Lease Agreement or Leased VehicleAsset arising under any agreements with any Vendor (“Vendor Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any Lease AgreementUser Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease AgreementUser Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability, credit life or unemployment insurance maintained by the Initial Beneficiary, GE Title, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Asset (collectively, “Insurance Policies”); (f) any Security Deposit to the extent due to the lessor under the related User Lease Agreement in accordance with the terms of such Lease User Lease; (g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit; (h) any Permitted Agreement; and (gi) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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.

Trust Assets. The Titling Trust shall acquire from time assets subject to time this Agreement and the following assets (Indenture, transferred by the “Trust Assets”): (a) cash; (b) Lease Agreements; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect Depositor to the residual value of Issuer and pledged by the Leased Vehicles or payments under any residual value insurance policy (Issuer to the “Residual Proceeds”) and (ii) each Certificate of TitleIndenture Trustee, which Certificate assets consist of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the applicable Registrar of Titles; (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, acceptancesletters of credit, chattel paperadvices of credit, checksinvestment property, deposit accounts, insurance proceeds, condemnation awards, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other forms recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of obligations this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and receivablesinterest received on or with respect to the Underlying Securities, instruments (h) the Rate Protection Agreements and other property which at any time constitute all or part payments thereunder, (i) the rights of or are included in the Depositor under the Sale Agreement and [the Securities Transfer Agreement], (j) the rights of the Issuer under Article IV hereof and (k) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of any of the foregoing.

Trust Assets. The Titling Trust shall may acquire from time to time the following assets (the “Trust Assets”): (a) cash; (b) Lease Agreements; lease contracts (cthe “User Leases”) Leased of Vehicles, Vehicles that are the subject of User Leases, other equipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all proceeds thereofaccessions thereto (the “Leased Assets”) and any and all amounts payable under any User Lease, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third partieslimitation, payments under any TRAC (terminal rental adjustment clause) provisions, monthly rental, interim financing and interim interest, and reimbursement for payments received from any other Person, either directly or through a Series Servicer, with respect to made by the residual value Trust under the User Lease for obligations of the Leased Vehicles End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or payments under any residual value insurance policy expenses; (the “Residual Proceeds”) and (iic) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” GE CF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”); (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any User Lease Agreement or Leased VehicleAsset, including, without limitation, (i) the right to proceeds arising from all vendor repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any User Lease Agreement or Leased VehicleAsset arising under any agreements with any Vendor (“Vendor Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any Lease AgreementUser Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease AgreementUser Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability or credit life insurance maintained by the UTI Beneficiary, GE Capital, CPLC, GECB, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Asset (collectively, “Insurance Policies”); (f) any Security Deposit to the extent due to the lessor under the related User Lease Agreement in accordance with the terms of such Lease User Lease; (g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit; (h) any Permitted Agreement; and (gi) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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 propertyproperty (including the residual values of the Leased Assets to be realized through the exercise by End Users of any purchase options under the User Leases), 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 Assets. The Titling Trust shall acquire from time to time assets of the following assets trust (the “Trust Assets” or the “Trust Estate”):) shall consist of the following: (a) cashthe amounts initially transferred by Cemex SAB pursuant to Clause Third paragraph (a); (b) Lease Agreements; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values Lender Rights of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy (the “Residual Proceeds”) and (ii) each Certificate of TitleSettlor, which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the applicable Registrar of Titles; (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement exercised in accordance with the terms of such Lease this Agreement; (c) if applicable, the Income received by the Trustee in the Trust Accounts, exclusively as a result of (i) the approval of a concurso mercantil agreement in terms of Title Fifth of the LCM, or (ii) payment to the Recognized Creditors in accordance with a bankruptcy judgment in terms of Title Seventh, Chapter III of the LCM; (d) if applicable, the returns and products obtained from the investment of the Trust Assets; and (ge) all proceeds the amounts and/or additional rights, of any nature, that the Settlors or any other Person, as the case may be, contribute to the Trust in terms of this Agreement or resulting from the foregoing, including, without limitation, all present exercise of any right to which the Trustee is legally entitled. The Parties herby acknowledge that the Trust Assets are transferred to the Trustee exclusively to strictly fulfill the Trust purposes. The Trustee shall not be liable and future claims, demands, causes of and choses in action is hereby released from any express or implicit obligation or liability in respect of any the authenticity, ownership or all legitimacy of the foregoing Trust Assets. The Parties hereby agree that the terms in this Clause Fifth shall be considered as an inventory of the assets and all rights constituting the Trust Assets as of the date hereof, and that, as of the date hereof, the Settlors’ Representative and the First Beneficiary shall keep a copy of said inventory. Likewise, the Parties acknowledge that said inventory may be modified from time to time considering any future contributions made by the Settlors or the Additional Settlors to the Trust, together with any returns resulting, in its case, from the investment of the Trust Assets and with the payments on or under withdrawals of the Trust Assets. Such variations shall be reflected in the statements referred to in this Agreement. Any transfer of the ownership of the assets or rights contributed hereto, shall comply with the formalities set forth in the applicable laws for the transfer of such assets or rights. The assets or rights that are part of the Trust Assets will be considered as contributed for the purposes of the Trust and, therefore, only the rights and all proceeds of every kind and nature whatsoever actions permitted hereunder may be exercised 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 such assets 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 foregoingrights.

Trust Assets. The Titling Trust shall may acquire from time to time the following assets (the “Trust Assets”): (a) cash; (b) Lease Agreements; lease contracts (cthe “User Leases”) Leased of Vehicles, Vehicles that are the subject of User Leases, other equipment and/or other tangible property or assets, together with all non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all proceeds thereofaccessions thereto (the “Leased Assets”) and any and all amounts payable under any User Lease, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third partieslimitation, payments under any TRAC (terminal rental adjustment clause) provisions, monthly rental, interim financing and interim interest, and reimbursement for payments received from any other Person, either directly or through a Series Servicer, with respect to made by the residual value Trust under the User Lease for obligations of the Leased Vehicles End User under the User Lease, including amounts for personal property tax, sales tax, violations, Certificates of Title and other fees or payments under any residual value insurance policy expenses; (the “Residual Proceeds”) and (iic) each certificate of title or other evidence of ownership of a Leased Vehicle issued by the Registrar of Titles in the respective jurisdiction in which each such Leased Vehicle is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” GE TF Trust”, any trustee of the Trust or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”); (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any User Lease Agreement or Leased VehicleAsset, including, without limitation, (i) the right to proceeds arising from all vendor repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any User Lease Agreement or Leased VehicleAsset arising under any agreements with any Vendor (“Vendor Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle Asset and all claims against the applicable manufacturer or distributor and (iii) any guaranty or other credit enhancement given in connection with any Lease AgreementUser Lease, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease AgreementUser Lease; (e) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, credit accident or health, credit disability or credit life insurance maintained by the UTI Beneficiary, GE Title, any End User or any Affiliate of any such Person to the extent that any such policy covers or applies to any User Lease, Leased Asset or the ability of any End User to make required payments with respect to the related User Lease or related Leased Asset (collectively, “Insurance Policies”); (f) any Security Deposit to the extent due to the lessor under the related User Lease Agreement in accordance with the terms of such Lease User Lease; (g) any other right to any payment relating to a Unit, including, without limitation, rebates, discounts, incentives and other compensation received, directly or indirectly, from manufacturers, suppliers or vendors with respect to the Unit; (h) any Permitted Agreement; and (gi) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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 propertyproperty (including the residual values of the Leased Assets to be realized through the exercise by End Users of any purchase options under the User Leases), 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 Assets. The Titling (a) Pursuant to this Agreement and each Transfer Agreement, the Trust shall acquire from time to time the following assets (the items described in clauses (1) through (6) and any other assets which the Trust from time to time may acquire from the Settlor or other Persons party to a Transfer Agreement as a seller (the Settlor and each other such seller, a “Seller”), the “Trust Assets”): (ai) cash; (bii) Lease Agreementsall lease contracts (together with any assignments thereof and any delivery and acceptance certificate therefor, any guaranties and amendments, addendums and other modifications thereto, the “Contracts”) to the extent, but only to the extent, that such Contracts relate to each Chassis and/or Refrigeration Generator sold by a Seller to the Trust from time to time, together with all substitutions, repairs, replacements, non-severable appliances, instruments, accessories, furnishings, other equipment, additions, parts and improvements from time to time constituting a part thereof and all accessions thereto (all of the foregoing collectively, the “Equipment”), which Contracts are or were transferred to the Trust by Interpool, TLI, IAL, any manufacturer or any Dealer, or originated directly by the Trust; (ciii) Leased Vehicles the Equipment and all income, payments and proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles Equipment to be realized through the exercise by Lessees Users of any purchase options under the Lease AgreementsContracts, the proceeds of sale of the Leased Vehicles Equipment to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles Equipment (including, without limitation, payments under any terminal rent adjustment clause) or payments under any Physical Damage Insurance Policy or residual value insurance policy (the “Residual Proceeds”) and (ii) each certificate of title or other evidence of ownership of an item of Equipment (as provided in and subject to the limitation set forth in the related Transfer Agreements), as the case may be, by the Registrar of Titles in the respective jurisdiction in which each such item of Equipment is registered (each a “Certificate of Title”), which Certificate of Title shall reflect, as the owner of such Leased Vehicleitem of Equipment, “ACAR Leasing Ltd.Interpool Titling Trust,” any trustee of the Trust or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a “Registrar of Titles”); (div) all of the SettlorSeller’s rights (but not its obligations) and all of the Titling Trust’s rights in each case under any agreements or other purchase documents with respect to the acquisition of any Lease Agreement Contract or Leased Vehicleitem of Equipment to the extent, but only to the extent, that such rights relate to such Contract or item of Equipment, including, without limitation, (i) the right to proceeds arising from all dealer repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement Contract or Leased Vehicleitem of Equipment) arising under any agreements with any dealer (a “Dealer”) from which Interpool or any Affiliate thereof acquired an item of Equipment (“Dealer Agreements”), (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle item of Equipment and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease AgreementContract, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease AgreementContract; (ev) Seller’s rights under any insurance policy or proceeds therefrom, including, without limitation, the Physical Damage Insurance Policies; (f) Policy, the Commercial General Liability Insurance Policy, any Security Deposit residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, general liability, excess or umbrella liability, or other insurance policy maintained by the Initial Beneficiary, any Seller, Interpool, any User or any Affiliate of any such Person to the extent due that any such policy covers or applies to any Contract, Equipment or the lessor under ability of any User to make required payments with respect to the related Lease Agreement in accordance with the terms of such Lease AgreementContract or related Equipment or any other Trust Asset; and (gvi) all income, payments and proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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.

Trust Assets. The Titling Pursuant to this Agreement and the Servicing Agreement, the Trust shall hold and acquire from the Initial Beneficiary from time to time the following assets (as contemplated by this Agreement and the “Trust Assets”): Servicing Agreement: (a) cash; ; (b) Lease Agreements; lease contracts (such lease contracts, the "Leases") of Vehicles, and all security therefore; (c) Vehicles that are or were subject to a Lease (the "Leased Vehicles Vehicles") and all proceeds thereof, including, without limitation (i) including the residual values of the Leased Vehicles to be realized through the exercise by Lessees lessees of any purchase options under the Lease AgreementsLeases, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, parties and payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value Leased Vehicles; (d) Vehicles acquired at the request of lessees under Leases ("Paid-In-Advance Vehicles" and, together with the Leased Vehicles, "Trust Vehicles"), and all proceeds thereof, including the proceeds of sale of the Leased Paid-In-Advance Vehicles and payments received from the related lessees or payments under any residual value insurance policy other Persons, either directly or through the Servicer, with respect to such Paid-In-Advance Vehicles; (the “Residual Proceeds”) and (iie) each certificate of title or other evidence of ownership of a Trust Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which such Trust Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, reflect as the owner of such Leased VehicleTrust Vehicle "▇.▇. ▇▇▇▇▇▇▇▇ Trust", “ACAR Leasing Ltd.” the name of any Trustee or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles; "); (df) all of the Settlor’s lessor's rights (but not its obligations) and all of the Titling Trust’s rights 's rights, in each case with respect to any Lease Agreement or Leased Trust Vehicle; (g) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any policy of comprehensive, collision, public liability, physical damage or personal liability insurance, maintained by the Initial Beneficiary or any Affiliate of the Initial Beneficiary, the Servicer under the Servicing Agreement, any Obligor under any Lease or any Affiliate of any such Obligor to the extent that any such policy covers or applies to any Lease or Trust Vehicle (collectively, "Insurance Policies"); (h) receivables (the "Fleet Receivables") generated by VMS from Obligors under fleet maintenance contracts, fleet management contracts, fuel card contracts and any other service contracts the fees for which are or would be billed together with a Lease if the Obligor is a party to a Lease (collectively, "Fleet Service Contracts") and all proceeds thereof, which Fleet Receivables are acquired by the Initial Beneficiary from time to time pursuant to the terms of the Receivables Purchase Agreement dated as of June 30, 1999 between VMS and the Initial Beneficiary (as amended, modified or supplemented from time to time, the "Receivables Purchase Agreement"); (i) all of the right to proceeds arising from all repurchase Initial Beneficiary's rights (but not its obligations, if any, of AmeriCredit) under the Receivables Purchase Agreement, the Settlor, any Dealer Contribution Agreement and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor Asset Sale Agreement; and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and (gj) all proceeds of any of the foregoing. The foregoing assets, includingtogether with the Trust's rights under the Receivables Purchase Agreement and the Contribution Agreement, without limitation, all present and future claims, demands, causes of 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 foregoingsame, including all proceeds of are collectively referred to herein as 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 Assets".

Trust Assets. The Titling Pursuant to this Agreement and the Servicing Agreements, the Trust shall acquire in its capacity as nominee from time to time the following assets (the “"Trust Assets”):") as specified by the Beneficiary or as contemplated by any ------------ Servicing Agreement: (a) cash; cash capital; (b) Lease retail lease contracts (such lease contracts, the "Leases") of automobiles and sports utility vehicles, together ------ with all accessories, additions and parts constituting a part thereof and all accessions thereto (the "Leased Vehicles") which Leases are or were originated --------------- by vehicle dealers (such dealers being referred to herein as "Dealers") ------- pursuant to dealer agreements ("Dealer Agreements; ") entered into with BMW and ----------------- all proceeds thereof; (c) the Leased Vehicles and all proceeds thereof, including, without limitation including (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees lessees of any purchase options under the Lease AgreementsLeases, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, Servicer with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy described below in clause (the “Residual Proceeds”e) and (ii) each certificate of title or other ---------- evidence of ownership of a Leased Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which each Leased Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, -------------------- reflect as the owner of such Leased VehicleVehicle "Financial Services Vehicle Trust, “ACAR Leasing Ltd.” as nominee and agent", "BMW Facility Partners, Inc., as Nominee" or such other similar designation as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles; "); (d) all ------------------- of the Settlor’s BMW's rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, including without limitation, (i) limitation the right to proceeds arising from all dealer repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to Vehicle arising under any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Dealer Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; ; (e) any insurance policy and rights thereunder or proceeds therefrom, including without limitation any residual value insurance policy, any policy of comprehensive, collision, public liability, physical damage, personal liability, credit accident or health, credit life or unemployment insurance maintained by the Beneficiary, BMW, any obligor under any Lease or any Affiliate of any such Person to the extent that any such policy covers or applies to any Lease, Leased Vehicle or the ability of any lessee under any Lease to make required payments with respect to the Lease or related Leased Vehicles (collectively, "Insurance Policies; "); (f) any Security Deposit ------------------ security deposit with respect to a Lease to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreementthe Lease; and and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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.

Trust Assets. The Titling Pursuant to this Agreement and the Servicing Agreement, the Trust shall hold and acquire from the Initial Beneficiary from time to time the following assets (as contemplated by this Agreement and the “Trust Assets”): Servicing Agreement: (a) cash; ; (b) Lease Agreements; lease contracts (such lease contracts, the "Leases") of Vehicles, and all security therefore; (c) Vehicles that are or were subject to a Lease (the "Leased Vehicles Vehicles") and all proceeds thereof, including, without limitation (i) including the residual values of the Leased Vehicles to be realized through the exercise by Lessees lessees of any purchase options under the Lease AgreementsLeases, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, parties and payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value Leased Vehicles; (d) Vehicles acquired at the request of lessees under Leases ("Paid-In-Advance Vehicles" and, together with the Leased Vehicles, "Trust Vehicles"), and all proceeds thereof, including the proceeds of sale of the Leased Paid-In-Advance Vehicles and payments received from the related lessees or payments under any residual value insurance policy other Persons, either directly or through the Servicer, with respect to such Paid-In-Advance Vehicles; (the “Residual Proceeds”) and (iie) each certificate of title or other evidence of ownership of a Trust Vehicle issued by the Registrar of Titles (as defined below) in the respective jurisdiction in which such Trust Vehicle is registered (each a "Certificate of Title"), which Certificate of Title shall reflect, reflect as the owner of such Leased VehicleTrust Vehicle "D.L. Peterson Trust", “ACAR Leasing Ltd.” the name of any Trustee or such other similar designation simila▇ ▇▇▇▇▇▇▇▇▇▇▇ as may be acceptable to the any applicable department, agency or official in each state responsible for accepting applications for, and maintaining records regarding, Certificates of Title and liens thereon (each a "Registrar of Titles; "); (df) all of the Settlor’s lessor's rights (but not its obligations) and all of the Titling Trust’s rights 's rights, in each case with respect to any Lease Agreement or Leased Trust Vehicle; (g) any insurance policy and rights thereunder or proceeds therefrom, including, without limitation, any policy of comprehensive, collision, public liability, physical damage or personal liability insurance, maintained by the Initial Beneficiary or any Affiliate of the Initial Beneficiary, the Servicer under the Servicing Agreement, any Obligor under any Lease or any Affiliate of any such Obligor to the extent that any such policy covers or applies to any Lease or Trust Vehicle (collectively, "Insurance Policies"); (h) receivables (the "Fleet Receivables") generated by VMS from Obligors under fleet maintenance contracts, fleet management contracts, fuel card contracts and any other service contracts the fees for which are or would be billed together with a Lease if the Obligor is a party to a Lease (collectively, "Fleet Service Contracts") and all proceeds thereof, which Fleet Receivables are acquired by the Initial Beneficiary from time to time pursuant to the terms of the Receivables Purchase Agreement dated as of June 30, 1999 between VMS and the Initial Beneficiary (as amended, modified or supplemented from time to time, the "Receivables Purchase Agreement"); (i) all of the right to proceeds arising from all repurchase Initial Beneficiary's rights (but not its obligations, if any, of AmeriCredit) under the Receivables Purchase Agreement, the Settlor, any Dealer Contribution Agreement and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor Asset Sale Agreement; and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and (gj) all proceeds of any of the foregoing. The foregoing assets, includingtogether with the Trust's rights under the Receivables Purchase Agreement and the Contribution Agreement, without limitation, all present and future claims, demands, causes of 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 foregoingsame, including all proceeds of are collectively referred to herein as 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 Assets".

Trust Assets. The Titling Trust shall acquire from time assets subject to time this Agreement and the following assets (Indenture, transferred by the “Trust Assets”): (a) cash; (b) Lease Agreements; (c) Leased Vehicles and all proceeds thereof, including, without limitation (i) the residual values of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease Agreements, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect Depositor to the residual value of Issuer and pledged by the Leased Vehicles or payments under any residual value insurance policy (Issuer to the “Residual Proceeds”) and (ii) each Certificate of TitleIndenture Trustee, which Certificate assets consist of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the applicable Registrar of Titles; (d) all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement in accordance with the terms of such Lease Agreement; and (g) all proceeds of any of the foregoing, including, without limitation, all present and future claims, demands, causes of 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, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, acceptancesletters of credit, chattel paperadvices of credit, checksinvestment property, deposit accounts, insurance proceeds, condemnation awards, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Trust Receipts, (b) the Mortgage Loans, other than the related servicing rights, listed in the Mortgage Loan Schedule attached hereto as Schedule I (and subdivided into Schedule I-A, Schedule I-B, Schedule I-C, Schedule I-E, Schedule I-F, Schedule I-G, Schedule I-H, Schedule I-I and Schedule I-J), including all interest (but not including any prepayment premiums or penalties or yield maintenance payments except for prepayment premiums or penalties received or receivable by the Depositor on or with respect to the Mortgage Loans listed on Schedule I-E hereto), and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans and all rights of the Depositor in the Loan Collateral, (c) any Insurance Proceeds, REO Property, Liquidation Proceeds and other forms recoveries (in each case, subject to clause (b) above), (d) the Collection Account, the Note Distribution Account and all amounts deposited therein pursuant to the applicable provisions of obligations this Agreement, (e) any Insurance Policies, (f) any Eligible Investments held or amounts on deposit in any Trust Account, (g) the Underlying Securities, including, without limitation, the right to all distributions of principal and receivablesinterest received on or with respect to the Underlying Securities, instruments (h) the Rate Protection Agreements and other property which at any time constitute all or part payments thereunder, (i) the rights of or are included in the Depositor under the Purchase Agreement and [the Securities Transfer Agreement], (j) the rights of the Issuer under Article IV hereof and (k) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of any of the foregoing.

Trust Assets. The Titling Trust shall acquire from time to time the following assets (the “Trust Assets”): (a) cash;The Company Bank has been validly appointed and is the duly acting trustee, custodian, fiduciary, guardian or investment manager with respect to each of the Trust Accounts and in such capacity has valid legal title to the Trust Assets. All of the Governing Agreements to which Company Bank is a party were duly executed and delivered by it, all of the Governing Agreements constitute valid and binding obligations of Company Bank and, to the Knowledge of the Company, each of the other parties thereto, enforceable against Company Bank and, to the Knowledge of the Company, each such other party in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other Legal Requirements affecting creditors’ rights generally and subject to general principles of equity. (b) Lease Agreements;Company Bank has performed all material duties and obligations and complied with all administrative procedures required to be performed or made by it under each of the Governing Agreements with respect to the Trust Accounts. (c) Leased Vehicles and all proceeds thereofCompany Bank, includingin its capacity as administrator, without limitation (i) the residual values trustee, fiduciary, guardian, investment manager or custodian of the Leased Vehicles to be realized through the exercise by Lessees of any purchase options under the Lease AgreementsTrust Accounts, the proceeds of sale of the Leased Vehicles to third parties, payments under any TRAC (terminal rental adjustment clause) provisions, payments received from any other Person, either directly or through a Series Servicer, with respect to the residual value of the Leased Vehicles or payments under any residual value insurance policy (the “Residual Proceeds”) and (ii) each Certificate of Title, which Certificate of Title shall reflect, as the owner of such Leased Vehicle, “ACAR Leasing Ltd.” or such other similar designation as may be acceptable to the applicable Registrar of Titles; (d) has properly administered in all material respects all of the Settlor’s rights (but not its obligations) and all of the Titling Trust’s rights in each case with respect to any Lease Agreement or Leased Vehicle, including, without limitation, (i) the right to proceeds arising from all repurchase obligations, if any, of AmeriCredit, the Settlor, any Dealer and any Assigning Affiliate relating to any Lease Agreement or Leased Vehicle, (ii) all warranty and indemnity provisions contained in or to be provided pursuant to purchase agreements that relate to any Leased Vehicle and all claims against the applicable manufacturer or distributor and (iii) any guaranty given in connection with any Lease Agreement, together with all rights, powers, privileges, licenses, easements, options and other benefits of the beneficiary of the guaranty thereunder and any collateral given as security therefor, to the extent pertaining to such Lease Agreement; (e) any Insurance Policies; (f) any Security Deposit to the extent due the lessor under the related Lease Agreement Trust Accounts in accordance with the terms of such Lease Agreement; andthe Governing Agreements and applicable Legal Requirements and none of Company Bank, in its capacity as administrator, trustee, fiduciary, guardian, investment manager or custodian of the Trust Accounts, nor any of its directors, officers or employees has committed any intentional breach of trust with respect to any Trust Account. (gd) all proceeds of any Schedule 3.11(d) of the foregoingCompany Disclosure Schedules sets forth a true, includingcorrect and complete listing, without limitationas of September 30, all present and future claims2017, demands, causes of and choses in action in respect of any or all of the foregoing Trust Accounts (by account number) and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the fair market value of the foregoingTrust Assets held in such Trust Accounts, including all proceeds and (ii) the fee arrangement for each such Trust Account, setting forth the basis for Company Bank’s remuneration for its services to such Trust Account and the payment intervals for its fees. (e) There is no material default by Company Bank or, to the Knowledge of the conversionCompany, voluntary any other party thereto existing under any Governing Agreement and there is no material event of default (as defined in any such Governing Agreement) or involuntaryevent, into cash which with the lapse of time or other liquid propertygiving of notice, all cash proceedsor both, accountswould constitute an event of default by Company Bank or, 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 Knowledge of the foregoingCompany, any other party thereto under any Governing Agreement. (f) The Company’s records relating to the Trust Accounts: (i) have been maintained in all material respects in accordance with all applicable Legal Requirements and in accordance with Company Bank’s policies and procedures; (ii) are accurate and complete in all material respects; and (iii) provide in all material respects an accurate and complete separate record for each Trust Account’s Trust Assets.