NOTE PURCHASE AGREEMENT

(a)

Representations and Warranties by the Transferors and the Sponsors . The Transferors and the Sponsors jointly and severally (except with respect to (xv) below in which case each respective Transferor and Sponsor will make such applicable representations and warranties separately) represent and warrant to the Initial Purchaser, as of the date hereof (if applicable) and as of the Closing Time, and agree with the Initial Purchaser, as follows:

(i)

Similar Offerings . None of the Transferors, the Sponsors nor any of their respective affiliates, as such term is defined in Rule 501(b) under the 1933 Act (each, an “ Affiliate ”), has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a manner that would require the Notes to be registered under the 1933 Act.

(ii)

Private Placement Memorandum . The Private Placement Memorandum does not, and at the Closing Time will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the Private Placement Memorandum made in reliance upon and in conformity with information furnished to the Issuer, the Transferors or the Sponsors in writing by the Initial Purchaser expressly for use in the Private Placement Memorandum.

(iii)

No Material Adverse Change in Business . Since the respective dates as of which information is given in the Private Placement Memorandum, (A) there has been no material adverse change or development resulting in a prospective material adverse change in the condition (financial or otherwise), earnings or business affairs of the Issuer, the Transferors, Hann Financial, the Sponsors, SBI or Hann Auto Trust (the “ Origination Trust ”), whether or not arising in the ordinary course of business, and (B) there have been no transactions (other than in connection with the issuance and offering of the Notes) entered into (x) by the Sponsors, other than those in the ordinary course of business, which would materially impair the investment quality of the Notes or the ability of such entity to perform its obligations under the Transaction Documents or (y) by any of the Issuer, the Transferors or the Origination Trust, other than those in the ordinary course of business, which are material with respect to such person.

(iv)

Good Standing . Each of the Origination Trust, the Transferors and the Sponsors has been duly organized and is validly existing as a statutory trust, limited liability company or state chartered bank, respectively, in good standing under the laws of the jurisdiction of its organization and has the power and authority to sell, own or lease its properties and to conduct its business as described in the Private

Placement Memorandum and to execute, deliver and perform its obligations under this Agreement (if such person is a party hereto), each Transaction Document to which it is a party or by which it may be bound, the Notes and the DTC Agreement, as applicable, and each of the Origination Trust, the Sponsors and the Transferors is duly qualified as a statutory trust, state chartered bank or limited liability company, as the case may be, in each jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a material adverse effect on its condition (financial or otherwise), earnings or business affairs or on its ability to perform its obligations under each Transaction Document to which it is a party or by which it may be bound (with respect to a particular entity, a “ Material Adverse Effect ”).

(v)

Possession of Certificates and Licenses . Each of the Origination Trust, the Transferors and the Sponsors possesses all material certificates, authorities, licenses or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies as are necessary to conduct the business now operated by it, and it has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, license or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect.

(vi)

Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by each of the Transferors and the Sponsors and (assuming the due authorization, execution and delivery by each other party hereto) constitutes the valid and binding obligation of each of the Transferors and the Sponsors enforceable against each of them in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, conservatorship, receivership, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’, mortgagees’ or lessors’ rights and remedies generally, and by general principles of equity (regardless of whether sought in a proceeding at law or in equity).

(vii)

Authorization of the Transaction Documents . As of the Closing Time, the Indenture and each other Transaction Document to which the Issuer, the Transferors, the Origination Trust or the Sponsors is a party or by which it may be bound shall have been duly executed and delivered by the Originator Trust, the Transferors or the Sponsors, as the case may be, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, shall constitute the legal, valid and binding agreement of the Issuer, the Transferors, the Origination Trust or the Sponsors, as the case may be, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, conversatorship, receivership, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally and, by general principles of equity (regardless of whether sought in a proceeding at law or in equity).

(viii)

Authorization of the Notes . As of the Closing Time, the Notes will have been duly authorized by the Issuer and, at the Closing Time, will have been duly

executed by the Issuer and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally and, as to enforceability, to general principles of equity (regardless of whether sought in a proceeding at law or in equity).

(ix)

Description of the Notes and the Transaction Documents . The Notes, the Indenture and the other Transaction Documents conform in all material respects to the descriptions thereof contained in the Private Placement Memorandum.

(x)

Absence of Defaults and Conflicts . The execution, delivery and performance by each of the Origination Trust, the Transferors and the Sponsors of this Agreement and each Transaction Document to which it is a party and compliance by each of the foregoing with its obligations hereunder and thereunder do not (i) require any approval of the shareholders, members or managers, as the case may be, of the Origination Trust, the Transferors or the Sponsors or any approval or consent of any trustee or holder of any indebtedness or obligation of the Origination Trust, the Transferors or the Sponsors, other than such consents and approvals as have been obtained, (ii) contravene any Applicable Law, (iii) breach or contravene the Origination Trust’s, any Transferor’s or any Sponsor’s organizational documents; or (iv) contravene or result in any breach of or creation of any Adverse Claim upon any property of the Origination Trust, any Transferor or any Sponsor under any indenture, mortgage, loan agreement, lease or other agreement or instrument to which the Origination Trust, any Transferor or any Sponsor is a party or by which the Origination Trust, any Transferor or any Sponsor or any of their respective properties is bound. None of the Origination Trust, any Transferor nor any Sponsor is in default under any Transaction Document to which it is a party.

(xi)

Absence of Proceedings . There is no action, suit or proceeding pending or, to the knowledge of the Transferors or the Sponsors, threatened against the Origination Trust, the Issuer, the Transferors, Hann Financial or the Sponsors or by any Governmental Authority that (i) questions the validity or enforceability of this Agreement or (ii) would have a Material Adverse Effect, other than as set forth in the Private Placement Memorandum; and, to the best knowledge of the Transferors and the Sponsors, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(xii)

Absence of Further Requirements . Subject to compliance by the Initial Purchaser with the representations, warranties and agreements set forth in clauses (c) and (d) of Section 2, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the performance by the Transferors and the Sponsors of its obligations hereunder, in connection with the offering, issuance or sale of the Offered Notes hereunder or the consummation of the transactions contemplated by this

Agreement and the Transaction Documents other than UCC filings, any filings under state securities or Blue Sky laws in connection with the sale of the Notes or any necessary filings by the Initial Purchaser with the National Association of Securities Dealers, Inc., if required.

(xiii)

Title to Property . At the Closing Time, the Origination Trust will have good and marketable title to the Leases, Vehicles (as defined below) and other rights relating to the Leases and the Vehicles allocated to the Transaction SUBI as SUBI Assets (as defined below) pursuant to the Origination Trust Agreement, the Servicing Agreement, the Transaction SUBI Supplement, the Transaction SUBI Servicing Supplement, the Transaction SUBI Certificate and all amendments, supplements or modifications thereto (the “ Origination Trust Documents ”), free and clear of any mortgage, pledge, security interest, lien or other encumbrance of any kind (except as permitted by the Transaction Documents), and has not assigned to any person any of its right, title or interest in any such Leases, Vehicles or other rights, or obtained the release of any such prior assignment other than as described in the Private Placement Memorandum. “ Vehicle ” means an automobile, sport utility vehicle, van, luxury vehicle, mid-range vehicle, economy vehicle or light general purpose truck, together with any and all non-severable appliances, parts, instruments, accessories, furnishings, other equipment, accessions, additions, improvements, substitutions and replacements from time to time in or to such vehicle. “ SUBI Assets ” means a separate portfolio of assets owned by the Origination Trust and allocated to a SUBI.

(xiv)

Allocation of SUBI Assets . At the Closing Time, Hann Financial, as Servicer under the Servicing Agreement, will have made the appropriate allocation of assets within the estate of the Origination Trust to the Transaction SUBI Portfolio (defined below), as required by the Origination Trust Documents. “ Transaction SUBI Portfolio ” means the portfolio of the assets of the Origination Trust allocated to the Transaction SUBI.

(xv)

Ownership of the Transferors . Sponsor A is the sole equity member of Transferor A and owns its membership interest in Transferor A free and clear. Sponsor B is the sole equity member of Transferor B and owns its membership interest in Transferor B free and clear. Sponsor C is the sole equity member of Transferor C and owns its membership interest in Transferor C free and clear. Sponsor D is the sole equity member of Transferor D and owns its membership interest in Transferor D free and clear. Sponsor E is the sole equity member of Transferor E and owns its membership interest in Transferor E free and clear. Sponsor F is the sole equity member of Transferor F and owns its membership interest in Transferor F free and clear. Each Sponsor is a wholly owned subsidiary of SBI.

(xvi)

Representations in Transaction Documents . As of the Closing Time, the representations and warranties of each Transferor and each Sponsor in each Transaction Document to which it is a party and in each Officer’s Certificate of a Transferor and a Sponsor delivered at the Closing Time will be true and correct, and the Initial Purchaser may rely on such representations and warranties as if they were set forth herein in full.

(xvii)

Investment Company Act . None of the Issuer, the Origination Trust, the Transferors nor the Sponsors is, or upon the issuance and sale of the Notes as herein contemplated and the application of the net proceeds therefrom as described in the Private Placement Memorandum, will be, an “investment company” or an “entity” controlled by an investment company as such terms are defined in the Investment Company Act of 1940, as amended (the “ 1940 Act ”).

(xviii)

Exempt Resale . The Notes are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), or quoted in a U.S. automated interdealer quotation system.

(xix)

No General Solicitation . None of the Origination Trust, the Transferors, the Sponsors nor any of their respective Affiliates or any person (other than the Initial Purchaser and its Affiliates and any person acting on its behalf, as to whom each of the Transferors and the Sponsors makes no representation, warranty or agreement) acting on its behalf has engaged or will engage, in connection with the offering of the Notes, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act.

(xx)

No Registration Required . Subject to compliance by the Initial Purchaser with the representations and warranties set forth in Section 2(c) and (d), it is not necessary in connection with the offer, sale and delivery of the Offered Notes to the Initial Purchaser and to each Subsequent Purchaser from the Initial Purchaser in the manner contemplated by this Agreement and the Private Placement Memorandum to register the Notes under the 1933 Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “ 1939 Act ”).

(xxi)

Margin Regulations . None of the transactions contemplated by this Agreement or the Transaction Documents (including, without limitation, the use of the proceeds from the sale of the Notes) will violate or result in a violation of Section 7 of the 1934 Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System.

(b)

Officer’s Certificates . Any certificate signed by any officer, manager or administrator (as the case may be) of any of the Transferors, the Sponsors or SBI and delivered to the Initial Purchaser or to counsel for the Initial Purchaser at the Closing Time shall be deemed a representation and warranty by such Transferor, Sponsor, or SBI as the case may be, to the Initial Purchaser as to the matters covered thereby.

(c)

Representations and Warranties by SBI

(i)

Good Standing . SBI has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and has the power and authority to sell, own or lease its properties and to conduct its business as described in the Private Placement Memorandum and to execute, deliver and perform its obligations under this Agreement, each Transaction Document to which it is a party or by which it may be bound, the Notes and the DTC Agreement, as applicable, and each of the Origination Trust, the Sponsors and the Transferors is duly qualified as a corporation in each jurisdiction in which such qualification is required, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.

(ii)

Authorization of Agreement . This Agreement has been duly authorized, executed and delivered by SBI and constitutes the valid and binding obligation of SBI enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’, mortgagees’ or lessors’ rights and remedies generally, and by general principles of equity (regardless of whether sought in a proceeding at law or in equity).

(iii)

Authorization of the Transaction Documents . As of the Closing Time, each Transaction Document to which SBI is a party or by which it may be bound shall have been duly executed and delivered by SBI, and, assuming the due authorization, execution and delivery thereof by the other parties thereto, shall constitute the legal, valid and binding agreement of SBI enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally and, by general principles of equity (regardless of whether sought in a proceeding at law or in equity).

(iv)

Absence of Defaults and Conflicts . The execution, delivery and performance by SBI of this Agreement and each Transaction Document to which it is a party and compliance by it with its obligations hereunder and thereunder do not (i) require any approval of the shareholders of SBI or any approval or consent of any trustee or holder of any indebtedness or obligation of SBI, other than such consents and approvals as have been obtained, (ii) contravene any Applicable Law, (iii) breach or contravene SBI’s organizational documents; or (iv) contravene or result in any breach of or creation of any Adverse Claim upon any property of SBI under any indenture, mortgage, loan agreement, lease or other agreement or instrument to which SBI is a party or by which SBI or any of its respective properties is bound. SBI is not in default under any Transaction Document to which it is a party.

(a)

Securities . On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Sponsors and the Transferors agree to cause the Issuer to sell to the Initial Purchaser, severally and not

jointly, and the Initial Purchaser agrees to purchase from the Issuer at the price set forth on Schedule A the aggregate principal amount of Offered Notes set forth on Schedule A opposite the Initial Purchaser’s name. The compensation to the Initial Purchaser for its respective commitment and obligation hereunder in respect of the Offered Notes will be paid by the Trans