Common use of Sale of Receivables Clause in Contracts

Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in this Agreement), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller Depositor sells and assigns, without recourse (except as provided in this Agreement), to the Buyer Issuer, for the benefit of the Noteholders, the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller Depositor at the close of business on the Cutoff Date and Date, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofthereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller Depositor at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofthereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable Receivables owned by the Seller Depositor at the close of business on the applicable Sale Date and not previously sold to the Buyer Issuer pursuant to this Agreement and Agreement, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofthereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement. (b) The foregoing sales, and any subsequent salessales of additional assets, do not constitute, and are not intended to result in, the creation, creation or an assumption by the Buyer, Issuer or the Owner Trustee of any obligation of the Depositor, the Servicer, the Seller, Ford or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts Accounts, but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller Depositor will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, Depositor for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the BuyerIssuer, and to deliver a file-stamped copy of such financing statements statement or other evidence of such filing to the Buyer Issuer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is Owner Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such salessales if the Issuer has appointed the Administrator to act in such capacity. (d) The Seller Depositor and the Buyer Issuer intend that all transfers of Sold Receivables under this Agreement constitute valid sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of as security for a loan and not as salesloan, then (i) the Seller Depositor will have Granted, and Grants, to the Buyer Issuer a security interest in each Sold Receivable and the Related Security, Security whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. For tax purposes, the Depositor and the Issuer intend that all sales of Sold Receivables under this Agreement constitute transfers of such Sold Receivables as security for a loan. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller Depositor will, at its own expense: (i) cause the Seller to indicate in its computer files as required by the Receivables Purchase Agreement, that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer Depositor pursuant to this the related Receivables Purchase Agreement, (B) sold and assigned by the Buyer Depositor to the Issuer pursuant to the Sale and Servicing this Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver (or cause the Seller to deliver) to the Buyer Owner Trustee the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver (or cause the Seller to deliver) to the Buyer Owner Trustee an Additional Account Schedule. (f) On or prior to April 30th of each year, or upon the request of the Owner Trustee or the Indenture Trustee, the Depositor will deliver (or cause the Seller to deliver) to the Owner Trustee and the Indenture Trustee the entire Account Schedule. (g) The Account Schedule, as amended, supplemented or otherwise modified from time to time, time will be marked as Schedule 1 to this Agreement A and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.this

Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in this AgreementIf all or a portion of the Receivables are to be sold under the terms of Section 5.05(a)(ii), the Indenture Trustee, or its agents, shall, unless another method of sale is directed in writing by the Required Noteholders use its commercially reasonable efforts to the Buyer the following property on and as sell, dispose or otherwise liquidate all or a portion of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller solicitation of competitive bids. The Indenture Trustee may from time to time postpone any sale by public announcement made at the close time and place of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect such sale. The Indenture Trustee hereby expressly waives its right to any of the foregoing and all proceeds (including “proceeds,” amount fixed by law as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to compensation for any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofsale. (b) The foregoing sales, Indenture Trustee is hereby irrevocably appointed the agent and any subsequent sales, do not constitute, and are not intended to result attorney-in, the creation, or an assumption by the Buyer, of any obligation -fact of the Servicer, the Seller, Ford or any other Person Issuer in connection with any sale of Receivables pursuant to Section 5.05(a)(ii). No purchaser or transferee at any such sale shall be bound to ascertain the Accounts Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the related Receivables or under application of any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accountsmonies. (c) In connection If all or a portion of the Receivables are to be sold under the terms of Section 5.05(a)(ii), the Indenture Trustee shall solicit bids for such Receivables from Permitted Assignees (identified in writing by the Servicer), each of which shall agree in writing to comply with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) confidentiality provisions of this Indenture with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law information received in connection with such solicitation. The Indenture Trustee shall sell such Receivables to the bidder with the highest cash purchase offer. The proceeds of any such sale shall be applied in accordance with Section 5.05(b). In connection with any such sale of Receivables or interests therein, the Indenture Trustee may contract with agents to assist in such sales, the cost of which and the other costs of such sale shall be paid from the proceeds of any such sale. (d) The Seller and At any sale of all or a portion of the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales Section 5.05(a)(ii), the Indenture Trustee or the Noteholders may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreementproperty without further accountability therefor. (e) On Upon completion of any sale under Section 5.05(a)(ii), the Issuer will deliver or before the first Closing Date, in the case cause to be delivered all of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) property sold and assigned to the Buyer pursuant purchaser or purchasers at such sale on the date of sale, or within a reasonable time thereafter if it shall be impractical to this Agreementmake immediate delivery, (B) sold but in any event full title and assigned right of possession to such property shall pass to such purchaser or purchasers forthwith upon the completion of such sale. If so requested by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for or by any purchaser, the benefit Issuer shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of the Secured Parties pursuant to the Indenture conveyance and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement transfer and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price release as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of designated in any such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Daterequest. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The For value received, each RPA Seller sells does hereby sell, transfer, convey and assignsassign to Buyer, without recourse (except as provided in this Agreement)recourse, to the Buyer the following property on and as of after the dates specified below: (i) on the first Closing Addition Date, (A) all of its such RPA Seller's right, title and interest in, to and under each Sold Receivable originated the Receivables now existing or hereafter created in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business Additional Accounts designated on the Cutoff Date and (B) Schedule 1, all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds thereto (including “proceeds,” as defined in the UCC) all Finance Charge Receivables), all Collections, Recoveries and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title other proceeds hereof and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofInsurance Proceeds relating thereto. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale and conveyance, the each RPA Seller will agrees (i) to record and file, file at its own expense, a any financing statement on form UCC-1 or any other applicable form for the purchase of accounts (and continuation statements when applicable) as defined in Section 9-102 of the UCC as in effect in the State of Illinois), with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined now existing and hereafter created in the UCC)Additional Accounts designated hereby, meeting the requirements of Applicable Law in such manner applicable state law and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables from such RPA Seller to Buyer and the Related Security transfer of such Receivables from Buyer to the BuyerIssuer, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing filings (which may, for purposes of this Section 3, consist of telephone confirmations of such filings) --------- to Buyer (or to the Owner Trustee, if Buyer so directs) on or before prior to the first Closing Datedate of this Supplemental Conveyance. (c) In connection with such sale and conveyance, FCNB agrees, at its own expense, on or prior to the date of this Supplemental Conveyance to indicate or cause to be indicated in its books and records and in the case computer files of the Initial Accounts, and (if any additional filing is necessary) Receivables as required by the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law Purchase Agreement that Receivables created in connection with such salesthe Additional Accounts designated hereby have been sold to Buyer in accordance with the Purchase Agreement and transferred by Buyer to the Issuer for the benefit of the Noteholders. (d) The Seller parties acknowledge and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables agree that, as security for a loan. However, if the transfers contemplated by Section 2.3 ----------- of the Sold Purchase Agreement, the Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) transferred hereunder to Buyer on the Seller will have GrantedAddition Date shall be so transferred to Buyer by [FCNB] [SAC], and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined that Receivables in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before Additional Accounts designated hereby which are to be transferred to Buyer after the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned shall be so transferred by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleFCNB. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The On the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller sells shall sell, transfer, assign and assignsotherwise convey to the Purchaser, without recourse (except as provided in this Agreementsubject to the obligations herein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, in, to and all under the following, collectively: (i) the Receivables; (ii) with respect to Actuarial Receivables, monies due thereunder on or after the Cutoff Date (including Payaheads) and, with respect to Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to become due the Receivables and all amounts received any other interest of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (v) rights to receive proceeds with respect to the Receivables from recourse to Dealers thereon pursuant to the Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files; (vii) all payments and proceeds with respect to the Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of a Final Payment Receivable), guarantees and other collateral securing a Receivable (other than a Receivable repurchased by the Servicer or purchased by the Seller); (ix) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds (of every kind and nature whatsoever in respect of any or all of the foregoing, including “all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds,” as defined , 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 UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case proceeds of any of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Scheduleforegoing. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The On the Initial Funding Date, the Seller sells and assigns, without recourse (except as provided in this Agreement), shall sell and/or contribute to the Buyer Depositor and the following property on Depositor shall acquire from the Seller, in accordance with the procedures and as of subject to the dates specified below: (i) on terms and conditions set forth herein and in the first Closing DateIndenture, (A1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) ), together with all rights of the Seller to enforce such Initial Receivables under the Servicing Contract. On each subsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and Recoveries thereof; (ii) on the applicable Addition DateDepositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (A1) Additional Receivables representing the contractual rights to be reimbursed for all of its right, title the Delinquency Advances and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security Servicing Advances with respect to the Securitization Trusts made prior to such Sold Receivables owned by Funding Date and not previously sold to the Seller at the close of business on the applicable Additional Cutoff Date, Depositor and (B2) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC), together with all rights of the Seller to enforce any Additional Receivables under the Servicing Contract; provided that Seller shall not be required to sell and/or contribute Additional Receivables to the Depositor on any Funding Date (such Funding Date, a “Skip Funding Date”) on which (i) the aggregate Receivables Balance of such Additional Receivables to be sold and/or contributed is less $1,000,000, (ii) the Seller has given three (3) Business Days prior notice to the Agent and Recoveries thereof; and the Indenture Trustee that it will not be selling/and or contributing Additional Receivables on such Funding Date and (iii) no other Skip Funding Date has incurred in the calendar month in which such Funding Date occurs. Any Receivables not sold by the Seller to the Depositor on each Sale Skip Funding Date, (A) shall be sold to the Depositor on the immediately following Funding Date. In no event shall the option to exercise a Skip Funding Date modify or eliminate the Seller's obligation during the Funding Period to sell, assign, transfer, pledge or convey all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security Receivables with respect to such Sold Receivable owned by the Seller at Mortgage Loans included in the close of business on the applicable Sale Date and not previously sold Xxxxxxx Mac Pool to the Buyer pursuant Depositor. On the Initial Funding Date, the Depositor shall sell and/or contribute to this Agreement the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (B2) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting together with all rights of the requirements of Applicable Law Seller to enforce such Initial Receivables under the Servicing Contract. On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in such manner accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Additional Receivables acquired by the Depositor on such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, Funding Date and (if any additional filing is necessary2) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) ), together with all rights of the Seller to enforce such Additional Receivables under the Servicing Contract. The purchase price payable by the Depositor for any sale of any Receivable to the Depositor hereunder is the Aggregate Value thereof. The purchase price for any Receivable shall be paid by the Depositor to the Seller in accordance with this Section 2.01. Any reference to the sale, transfer, conveyance or contribution of any Receivable hereunder shall be deemed to also include a reference to a sale, transfer, conveyance or contribution of all rights of the Seller or the Depositor, as applicable, to enforce such Receivables under the Servicing Contract.. Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall transfer to the Depositor or accept as a capital contribution, or any combination thereof, an amount equal to the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance with Section 7.01 of the Indenture and Recoveries thereof the Depositor shall pay to the Seller the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance the terms hereof. In consideration of the sale and/or contribution of the Initial Receivables by the Depositor on the Initial Funding Date, the Issuer shall pay, subject to the terms and (ii) conditions hereof and of the Indenture, to the Depositor the Aggregate Value with respect to the Initial Receivables and deliver to the Depositor the Trust Certificates. In consideration of the sale and/or contribution of the Additional Receivables by the Depositor on each Funding Date during the Funding Period, the Issuer shall, in accordance with the procedures set forth herein and in the Indenture and subject to the satisfaction of the Funding Conditions and this Agreement constitutes a security agreementAgreement, pay to the Depositor the Aggregate Value with respect to the Additional Receivables sold and/or contributed by the Depositor to the Issuer on such Funding Date, to the extent of funds available therefor on such Funding Date. (eb) On or before The Aggregate Value with respect to any Receivables transferred to the first Closing Date, in Depositor shall be paid by the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, Depositor to the Seller will, at its own expenseas follows: (i) indicate first, by delivery of cash in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned immediately available funds, to the Buyer pursuant extent of funds available to this Agreement, Depositor (B) sold and assigned by the Buyer from amounts made available to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by Indenture or with the Issuer proceeds of any fundings under any Note and, in each case, transferred to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture SupplementsDepositor); (ii) second, with the proceeds of a subordinated revolving loan from the Seller to the Depositor (a “Subordinated Loan”) in an amount not to exceed the case remaining unpaid portion of the Initial Accountsrelated Aggregate Value (such proceeds, deliver to the Buyer the Initial Account Schedule“Subordinated Loan Proceeds”); and (iii) third, by accepting a contribution to its capital from the Seller in an amount equal to the remaining unpaid balance of such purchase price therefor. Subject to the limitations set forth in this Section 2.01(b), the Agent, on behalf of the Depositor, shall request borrowings under the Subordinated Loan with respect to each purchase by the Depositor of Receivables during the Funding Period to the extent necessary to make the payments set forth in Sections 2.01(a) and (b) hereof in connection with purchases of the Initial Receivables and the Additional Receivables, and the Seller irrevocably agrees to advance such amounts under the Subordinated Loan so requested; provided however, that the Depositor may not make any borrowing under the Subordinated Loan unless at the time of (and immediately after) each such borrowing thereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and Subordinated Note is adequate. The Subordinated Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note. The Seller is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder. The Seller shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The excess of (i) the Aggregate Value of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or any subsequent Funding Date over (ii) the amounts paid in immediately available funds with respect to such Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such subsequent Funding Date shall be a capital contribution by the Depositor to the Issuer. The Aggregate Receivables at any time of determination shall consist of the Initial Receivables and the Additional Receivables sold and/or contributed to the Issuer prior to such time of determination. (c) With respect to Servicing Advances, one (1) Business Day prior to each Funding Date on which Additional Note Balances are to be purchased or the Initial Note Balance is to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as the Servicer, the Seller, the Agent and the Indenture Trustee may mutually agree) on each Funding Date on which Additional AccountsNote Balances are to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), the Seller shall deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants Depositor shall deliver to the other that the amount of cash paid by the Depositor on any Sale DateIssuer, together with the increase in the value in the Buyer’s capital in the Depositor, is equal copies to the fair market value Agent and the Indenture Trustee, a funding notice (such notice, the “Funding Notice”) and a xxxx of sale (the Sold “Xxxx of Sale”), in substantially the forms annexed as Exhibits B and C hereto, respectively, with respect to the Receivables to be sold and/or contributed on such Sale Funding Date. (hd) Notwithstanding anything in this Agreement or in the other Transaction Documents Subject to the contrarylimitations on the making of Subordinated Loans set forth herein, in originating the Receivableson any Funding Date, the Seller acts solely may elect to sell and/or contribute all Receivables to the Depositor in its individual capacity and not in exchange for Subordinated Loan Proceeds or by making a contribution of any such Receivables to the capacity of agent or nominee capital of the Issuer. Furthermore, Depositor without payment of any portion of the Aggregate Value in connection with all sales of Sold Receivables immediately available funds by the Seller Depositor, and the Depositor may simultaneously contribute such Receivables to the Buyer under this AgreementIssuer, if the Seller and the Depositor determine that such actions are in their best interests (such action, a “Non-Funding Election”); provided that, on the related Funding Date, the Seller is under no obligationshall notify the Variable Funding Noteholders, the Agent and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indentureof such Non-Funding Election.

Sale of Receivables. (a) The Seller sells On each Closing Date during the Commitment Period, subject to the terms and assigns, without recourse (except as provided in conditions of this Agreement), the Transferor agrees to sell to the Buyer Purchasers, and the Purchasers agree to purchase from the Transferor, a Receivables Pool and the following other property on and as of relating thereto (collectively, the dates specified below:“Purchased Property”): (i) all right, title and interest of the Transferor in, to and under each Receivable included in the applicable Receivables Pool listed on a Schedule of Receivables (the first form of which is attached as Schedule 7 to the Pool Supplement) delivered to the Purchaser on such Closing Date and all monies received thereon after the related Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer, as applicable, covering any related Financed Vehicle; (Aii) the interest of the Transferor in the security interests in the related Financed Vehicles granted by Obligors pursuant to the Receivables in the applicable Receivables Pool and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other insurance policies covering the related Financed Vehicles or Obligors, including any rebates or credits of any premium or other payment with respect to any of the foregoing; (iv) all of its the Transferor’s right, title and interest in, to and under each Sold the related Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofFiles; (ii) on the applicable Addition Date, (Av) all of its right, title and interest of the Transferor in, to and under each Sold Receivable originated in each Additional Account the Master Sale Agreement and all Related Security with respect the applicable First Step Pool Supplement and First Step Receivables Assignment, including the right of the Transferor to such Sold Receivables owned by cause the Seller at to repurchase Receivables under certain circumstances and the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any right of the foregoing and all proceeds (including “proceeds,” as defined Transferor to be indemnified under the circumstances specified in the UCC) and Recoveries thereofMaster Sale Agreement; and (iii) on each Sale Date, (Avi) all present and future claims, demands, causes and choses in action in respect of its right, title and interest in, to and under each Sold Receivable originated any or all of the foregoing described in each Account on such Sale Date clauses (i) through (v) above and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business payments on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due under and all amounts received with proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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 and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofforegoing. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Second Step Receivables or under any related agreement or instrument, including any obligation to any Dealers or FordPurchase Price. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (On each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in consideration for the case of related Purchased Property, the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, Purchasers shall pay to the Buyer a security interest in each Sold Receivable and Transferor an amount (the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCCSecond Step Receivables Purchase Price”) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of Purchase Price for such Purchased Property. The Cutoff Date Aggregate Outstanding Principal Balance, the Sold Receivables, or such other purchase price as may be agreed to designated by the Buyer Pricing Model, the Pre-closing Interest Carry Amount, the re-xxxxxxx expenses described in Section 2.7 and the Seller at the time of acquisition by the Buyer. The purchase price will not Second Step Receivables Purchase Price for each Receivables Pool shall be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return set forth on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the IndenturePool Supplement.

Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in By execution of this Agreement), to the Buyer the following property on and as of the dates specified belowSeller does hereby: (i) on the first Closing Date, sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Initial Account and all Related Security with respect to such Sold Receivables thereto owned by the Seller at the close of business on the Cutoff Cut-Off Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof; (ii) on the applicable Addition Date, sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Additional Account and all Related Security with respect to such Sold Receivables thereto owned by the Seller at the close of business on the applicable Additional Cutoff Date, Cut-Off Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof; and (iii) on each Sale Business Day occurring before the earlier of (x) the occurrence of a Trust Amortization Event specified in Section 5.01(ii) of the Indenture or (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold such Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable thereto owned by the Seller at the close of business on the applicable Sale Transfer Date and not previously sold to the Buyer pursuant to this Agreement hereto and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof. (b) The foregoing salessale, transfer, assignment, set-over and conveyance, and any subsequent sales, transfers, assignments, set-overs and conveyances of additional assets (including interests in any Other Floorplan Assets), do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or Accounts, the related Receivables Receivables, the Other Floorplan Assets or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales sales, transfers, assignments, set-overs and conveyances are not sales sales, transfers, assignments, set-overs and conveyances of the Accounts but rather Accounts; they are sales sales, transfers, assignments, set-overs and conveyances of the Sold Receivables originated arising in the Accountsconnection therewith. (c) In connection with the foregoing such sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "buyer" thereon with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible chattel paper,” “, payment intangibles,” “, general intangibles” intangibles or “accounts” accounts (each as defined in the UCC), UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law applicable law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold the Receivables and not transfers of such Sold Receivables as for security for a loan. However, if the transfers of the Sold Receivables under this Agreement hereunder were to be characterized as transfers of for security for a loan and not as sales, then (i) the Seller will have Grantedgranted, and Grantshereby grants, to the Buyer a security interest in each Sold Receivable and Receivable, the Related Security, whether now owned or hereafter acquired, Security and all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On In connection with such sales, at its own expense, on or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables arising in connection with the Accounts and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this Agreement, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties Noteholders and any Series Enhancers pursuant to the Indenture and the Indenture SupplementsIndenture; (ii) in the case of the Initial Accounts, deliver to the Buyer a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Buyer a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or list, an "Additional Account Schedule. (f) "). The Account Schedule, Schedule as amended, supplemented or otherwise modified from time to time, time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (gf) In consideration for the sale of $[________] of the Receivables, together with the Related Security, sold to the Buyer on the first Closing Date, the Buyer will pay to the Seller cash and other valuable consideration. The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other a price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables Receivables, the Seller’s 's cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no any event not be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in By execution of this Agreement), to the Buyer the following property on and as of the dates specified belowSeller does hereby: (i) on the first Closing Series Issuance Date, sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Purchaser (A) all of its right, title and interest in, to and under each Sold Receivable originated existing in or arising in connection with each Initial Account (from and including the Cutoff Date to and including the first Series Issuance Date) and all Related Security Security, including the Seller’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Sold Receivables Receivable owned by the Seller at the close of business on the Cutoff Date, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the each such Initial Account, (D) all of its rights under the related Floorplan Financing Agreement, (E) all proceeds of the foregoing owned by the Seller at the close of business on the Cutoff Date and (BF) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “proceeds,” as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto; (ii) on the applicable Addition DateDate for each Additional Account, sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Purchaser (A) all of its right, title and interest in, to and under each Sold Receivable originated existing in or arising in connection with each such Additional Account (from and including the related Additional Cutoff Date to and including the related Addition Date) and all Related Security Security, including the Seller’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Sold Receivables Receivable owned by the Seller at the close of business on the applicable related Additional Cutoff DateDate and not previously sold to the Purchaser pursuant hereto, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to each such Additional Account, (D) all of its rights under the related Floorplan Financing Agreement, (E) all proceeds of the foregoing owned by the Seller at the close of business on such Additional Cutoff Date and (BF) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “proceeds,” as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto; and (iii) subject to Section 5.01, on each Sale Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (1) of Section 5.01 of the Indenture and (y) the Trust Termination Date, on which day a new Receivable is created in connection with an Account other than a Redesignated Account after the related Redesignation Date (each such Business Day being a “Transfer Date”) sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Purchaser (A) all of its right, title and interest in, to and under each Sold such Receivable originated in each Account on such Sale Date and all Related Security Security, including the Seller’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Transfer Date, (B) all of its rights under the related Sales and Service Agreement, (C) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to the related Account, (D) all of its rights under the related Floorplan Financing Agreement, (E) all proceeds of the foregoing owned by the Seller at the close of business on the Transfer Date and not previously sold to the Buyer pursuant to this Agreement and (BF) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “proceeds,” as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto. (b) The foregoing sales, transfers, assignments, set-overs and conveyances, and any subsequent sales, transfers, assignments, set-overs and conveyances of additional assets, do not constitute, and are not intended to result in, the creation, or an assumption by the BuyerPurchaser, of any obligation of the Servicer, the Seller, Ford GM or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or FordGM. The foregoing sales Such sales, transfers, assignments, set-overs and conveyances are not sales sales, transfers, assignments, set-overs and conveyances of the Accounts but rather Accounts; they are sales sales, transfers, assignments, set-overs and conveyances of the Sold Receivables originated arising in connection therewith and the AccountsRelated Security. (c) In connection with the foregoing such sales, the Seller will record and file, to the extent it has not done so, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming the Seller as “seller” and the Purchaser as “buyer” thereon with respect to the Sold Receivables sold by the Seller, subject to this Agreement for the sale, for UCC purposes, sale of “tangible instruments”, “chattel paper,” ”, “general intangibles”, “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the BuyerPurchaser, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before Purchaser within 10 days after the first Closing Series Issuance Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer Purchaser is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer Purchaser intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold the Receivables and not transfers of such Sold Receivables as for security for a loan. However, if the transfers of the Sold Receivables under this Agreement hereunder were to be characterized as transfers of for security for a loan and not as sales, then (i) the Seller will be deemed to have Grantedgranted, and Grantshereby grants, to the Buyer Purchaser a security interest in each Sold Receivable all of the Seller’s right, title and the Related Securityinterest, whether now owned or hereafter acquired, in, to and under each Receivable, the Related Security, all other personal property described from time to time in Section 2.01(a) and all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “proceeds,” as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof and with respect thereto, (ii) this Agreement constitutes a security agreementagreement and (iii) the Seller and the Purchaser each represents and warrants as to itself only that each remittance of any collections with respect to the Receivables or any other proceeds to the Purchaser, or its assignee, thereof under this Agreement, will have been (A) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (B) made in the ordinary course of business or financial affairs of the Seller and the Purchaser. (e) On At its own expense, on or before the first Closing Series Issuance Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense:has (in the case of the Initial Accounts) or will (to the extent it has not done so): (i) indicate in its books and records (and with respect to (C) below, in its computer files files) that the Sold Receivables arising in connection with the Accounts and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer Purchaser pursuant to this Agreement, then (B) sold and assigned transferred by the Buyer Purchaser to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties Noteholders pursuant to the Indenture and the Indenture Supplements;Indenture; and (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Schedule and each applicable Additional Account Schedule. (f) . The Account Schedule, as amended, supplemented or otherwise modified from time to time, time will be marked as Schedule 1 I to this Agreement and is hereby incorporated into and made a part of this Agreement. (gf) In consideration for the sale of Receivables indicated on Schedule I hereto on the first Series Issuance Date and the Related Security and other personal property described in Section 2.01(a)(i), the Purchaser has paid to the Seller consideration in the form of cash and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price prices for the Sold Receivables Receivables, Related Security and other personal property described in Section 2.01(a)(i) or (ii), as applicable, sold pursuant to this Agreement will be equal on subsequent Series Issuance Dates and on any other date on which Receivables are sold to the principal amount of Purchaser by the Sold ReceivablesSeller, or such other price as may will be agreed to by the Buyer Purchaser and the Seller at the time of acquisition by such sales, and will be paid in the Buyerform of cash or other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The In each case, the purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables Receivables, the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no any event not be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Basic Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Purchaser or the Issuer. Furthermore, in In connection with all sales of Sold Receivables by the Seller to the Buyer Purchaser under this Agreement, the Seller is under no obligation, obligation and does not intend, intend to inform the related Dealers of such sales by the Seller to the Buyer Purchaser or of the transfer thereof by the Buyer Purchaser to the Issuer under the Sale Transfer and Servicing Agreement or Agreement. If and to the extent that the Purchaser does not have sufficient funds available to pay to the Seller the purchase price for the Receivables in a transfer hereunder, the amount of the pledge thereof by excess of such purchase price over the Issuer amount of such available funds shall be considered a contribution of capital from the Seller to the Indenture Trustee under the IndenturePurchaser.

Sale of Receivables. (a) The Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey to the Buyer, without recourse (except as provided in this the Receivables Purchase Agreement), to the Buyer the following property on and as all of the dates specified below: (i) on the first Closing Date, (A) all of its Seller's right, title and interest in, to and under each Sold Receivable originated (i) the Receivables existing in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller Supplemental Accounts at the close of business on the Cutoff Addition Cut-Off Date and thereafter created from time to time in the Supplemental Accounts until the termination of the Receivables Purchase Agreement, (Bii) all monies and investments due or to become due and all amounts received with respect to any all of the foregoing, and (iii) all Collections with respect to, and all proceeds of, all of the foregoing and all proceeds (including “proceeds,” as defined in collectively, the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each "Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofPurchased Assets"). (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessale and if necessary, the Seller will agrees to record and file, at its own expense, a file one or more financing statement on form UCC-1 or any other applicable form statements (and continuation statements or other amendments with respect to such financing statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), Additional Purchased Assets meeting the requirements of Applicable Law applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security Additional Purchased Assets to the Buyer, and to deliver a file-stamped copy of such financing statements and continuation statements (or other amendments) or other evidence of such filing to the Buyer Buyer. (c) In connection with the foregoing sale, the Seller further agrees, on or before prior to the first Closing Datedate of this Assignment, to indicate in its accounting, computer and other records that the case of Additional Purchased Assets have been sold to the Initial AccountsBuyer pursuant to this Assignment, and (if any additional filing is necessary) including by identifying the applicable Addition Date, Supplemental Accounts in its master file maintained in its computer files with the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such salesdesignation portfolio ID 0001. (d) The Seller and the Buyer parties hereto intend that all transfers the conveyance of Sold Receivables under this Agreement the Seller's right, title and interest in and to the Additional Purchased Assets shall constitute sales an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from the Seller to the Buyer. It is the intention of the parties hereto that the arrangements with respect to the Additional Purchased Assets shall constitute a purchase and sale of such Sold Receivables Additional Purchased Assets and not transfers of such Sold Receivables as security for a loan, including for accounting purposes. HoweverIn the event, if the transfers of the Sold Receivables under this Agreement however, that it were to be characterized as transfers of security for determined that the transactions evidenced hereby constitute a loan and not as salesa purchase and sale, then (i) it is the intention of the parties hereto that this Assignment shall constitute a security agreement under applicable law and that the Seller will shall be deemed to have Grantedgranted, and Grantsthe Seller does hereby grant, to the Buyer a first priority perfected security interest in each Sold Receivable all of the Seller's right, title and the Related Securityinterest, whether now owned or hereafter acquired, in, to and all monies due or under the Additional Purchased Assets to become due and all amounts received with respect to any secure the obligations of the foregoing Seller hereunder and all proceeds (including “proceeds,” as defined in under the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Purchase Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Subject to the satisfaction of the ------------------- conditions precedent set forth in Article III hereof, in consideration of the Borrower's delivery to or upon the order of the relevant Seller sells of the Receivables Purchase Price therefor, the relevant Seller, on each Receivables Sale Date, in each case pursuant to a Receivables Sale Agreement, shall sell, transfer, assign, pledge, set over and assignsotherwise convey to the Borrower, without recourse (except as provided in this Agreementsubject to the obligations set forth herein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest of the relevant Seller in, to and under under: (a) the Receivables sold on each Sold Receivable originated such date, as listed in each Initial Account Schedule A to the relevant Receivables Sale Agreement, and all Related Security with respect to such Sold Receivables owned by moneys received thereon after the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Relevant Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.; (b) The foregoing sales, all security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables sold and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation other interest of the Servicer, the Seller, Ford or any other Person relevant Seller in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts.such Financed Vehicles; (c) In connection with the foregoing sales, the Seller will record all proceeds and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) all rights to receive proceeds with respect to the Sold Receivables sold by from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy liquidation of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales.Receivables; (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers rights of the Sold Receivables under this Agreement were relevant Seller against Dealers pursuant to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement.Dealer Agreements and/or Dealer Assignments; (e) On or before the first Closing Date, in the case all rights of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the relevant Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer against Third-Party Lenders pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleThird-Party Loan Purchase Agreements and/or Third-Party Lender Assignments. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement.all rights under any Service Contracts on the related Financed Vehicles; (g) The purchase price for the Sold related Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factorsFiles; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date.and (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity all proceeds of any and not in the capacity of agent or nominee all of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indentureforegoing.

Sale of Receivables. (a) The For value received, RPA Seller sells does hereby ------------------- sell, transfer, convey and assignsassign to Buyer, without recourse (except as provided in this Agreement)recourse, to the Buyer the following property on and as of after the dates specified below: (i) on the first Closing Addition Date, (A) all of its RPA Seller's right, title and interest in, to and under each Sold Receivable originated the Receivables now existing or hereafter created in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business Additional Accounts designated on the Cutoff Date and (B) Schedule 1, all monies due or to become due and all amounts received with ---------- respect to any of the foregoing and all proceeds thereto (including “proceeds,” as defined in the UCC) all Finance Charge Receivables), all Collections, Recoveries and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title other proceeds hereof and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofInsurance Proceeds relating thereto. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale and conveyance, the RPA Seller will agrees (i) to record and file, file at its own expense, a any financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) for the purchase of accounts, with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined now existing and hereafter created in the UCC)Additional Accounts designated hereby, meeting the requirements of Applicable Law in such manner applicable state law and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables from RPA Seller to Buyer and the Related Security transfer of such Receivables from Buyer to the BuyerReceivables Trust, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing filings (which may, for purposes of this Section 3, consist of telephone confirmations of such filings) to Buyer (or to the Receivables Trustee, if Buyer so directs) on or before prior to the first Closing Date, in the case date of the Initial Accounts, and this Supplemental Conveyance. (if any additional filing is necessaryc) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in In connection with such sales. (d) The sale and conveyance, RPA Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller willagrees, at its own expense: (i) , on or prior to the date of this Supplemental Conveyance to indicate or cause to be indicated in its books and records and in the computer files of the Receivables as required by the Purchase Agreement that Receivables created in connection with the Sold Receivables and the Related Security Additional Accounts designated hereby have been (A) sold to Buyer in accordance with the Purchase Agreement and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee Receivables Trust for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleSecurityholders. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The By execution of this Agreement, the Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey, without recourse (except as expressly provided in this Agreementherein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Initial Account and all Related Security with respect to such Sold Receivables thereto owned by the Seller at the close of business on the Cutoff Cut-Off Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Additional Account and all Related Security with respect to such Sold Receivables thereto owned by the Seller at the close of business on the applicable Additional Cutoff Date, Cut-Off Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.01(ii) of the Indenture or (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under each Sold such Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable thereto owned by the Seller at the close of business on the applicable Sale Transfer Date and not previously sold to the Buyer pursuant to this Agreement hereto and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof. (b) The foregoing salessale, transfer, assignment, set-over and conveyance, and any subsequent sales, transfers, assignments, set-overs and conveyances of additional assets (including interests in any Other Floorplan Assets), do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or Accounts, the related Receivables Receivables, the Other Floorplan Assets or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales sales, transfers, assignments, set-overs and conveyances are not sales sales, transfers, assignments, set-overs and conveyances of the Accounts but rather Accounts; they are sales sales, transfers, assignments, set-overs and conveyances of the Sold Receivables originated arising in connection with the Accounts. (c) In connection with the foregoing such sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "buyer" thereon with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “"tangible chattel paper,” “" "payment intangibles,” “" "general intangibles” " or “"accounts” " (each as defined in the UCC), ) meeting the requirements of Applicable Law applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law applicable law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement hereunder were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Grantedgranted, and Grantshereby grants, to the Buyer a security interest in each Sold Receivable and Receivable, the Related Security, whether now owned or hereafter acquired, Security and all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On In connection with such sales, at its own expense, on or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables arising in connection with the Accounts and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this Agreement, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties Noteholders and any Series Enhancers pursuant to the Indenture and the Indenture SupplementsIndenture; (ii) in the case of the Initial Accounts, deliver to the Buyer a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts (by the Dealer account number assigned by the Seller) and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Buyer a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts (by the Dealer account number assigned by the Seller) and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or list, an "Additional Account Schedule. (f) "). The Account Schedule, Schedule as amended, supplemented or otherwise modified from time to time, time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (gf) In consideration for the sale of $10,342,149,365.89 of Receivables, together with the Related Security, sold to the Buyer on the first Closing Date, the Buyer will pay to the Seller cash and other valuable consideration. The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other a price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables Receivables, the Seller’s 's cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (hg) Notwithstanding anything in this Agreement herein or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer Transferor under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer Transferor or of the transfer thereof by the Buyer Transferor to the Issuer under the Sale Transfer and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey, without recourse (except as expressly provided in this the Receivables Purchase Agreement), to the Buyer the following property on and as of the dates specified below: (i) Buyer, on the first Closing Date, (A) Addition Date all of its right, title and interest in, to and under each Sold Receivable originated the Receivables arising in each Initial Account connection with such Additional Accounts and all Related Security with respect to such Sold Receivables thereto, owned by the Seller and existing at the close of business on the Cutoff Additional Cut-Off Date and (B) thereafter created from time to time, all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) . The foregoing salessale, transfer, assignment, set-over and any subsequent sales, do conveyance does not constitute, constitute and are is not intended to result in, in the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale, the Seller will agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible chattel paper,” “, payment intangibles,” “, general intangibles” intangibles or “accounts” accounts (each as defined in the UCC), UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law the UCC in connection with such sales. (d) sale. The Seller and the Buyer parties hereto intend that all transfers of Sold Receivables under this Agreement constitute the sales of Receivables effected by this Assignment be sales. In connection with such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accountssale, the Seller willfurther agrees, at its own expense: (i) , on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this AgreementAssignment, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties pursuant to the Indenture Noteholders and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Scheduleany Series Enhancers. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The a. On the Initial Funding Date, the Seller sells and assigns, without recourse (except as provided in this Agreement), shall sell and/or contribute to the Buyer Depositor and the following property on Depositor shall acquire from the Seller, in accordance with the procedures and as of subject to the dates specified below: (i) on terms and conditions set forth herein and in the first Closing DateIndenture, (A1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) ), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract. On each subsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and Recoveries thereof; (ii) on the applicable Addition DateDepositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (A1) Additional Receivables representing the contractual rights to be reimbursed for all of its right, title the Delinquency Advances and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security Servicing Advances with respect to the Securitization Trusts made prior to such Sold Receivables owned by Funding Date and not previously sold to the Seller at the close of business on the applicable Additional Cutoff Date, Depositor and (B2) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) ), together with all rights of the Seller to enforce such Initial Receivables and Recoveries thereof; and (iii) on any Additional Receivables under each Sale Servicing Contract. On the Initial Funding Date, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (A1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting together with all rights of the requirements of Applicable Law Seller to enforce such Initial Receivables under each Servicing Contract. On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in such manner accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Additional Receivables acquired by the Depositor on such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, Funding Date and (if any additional filing is necessary2) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) ), together with all the rights of the Seller to enforce such Additional Receivables under each Servicing Contract. The purchase price payable for any sale of any Receivable to the Depositor hereunder is the Aggregate Value thereof. The purchase price for any Receivable shall be paid by the Depositor to the Seller in accordance with this Agreement constitutes Section 2.01. Any reference to the sale, transfer, conveyance or contribution of any Receivables hereunder shall be deemed to also include a security agreement. (e) On reference to a sale, transfer, conveyance or before contribution of all rights of the first Closing Seller or the Depositor, as applicable, to enforce such Receivables under each Servicing Contract. Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall transfer to the Depositor or accept as a capital contribution, or any combination thereof, an amount equal to the Aggregate Value in the case respect of the Initial Accounts, Receivables sold on the Initial Funding Date and deliver to the Depositor the Trust Certificates or Additional Receivables sold on or before the applicable Addition each subsequent Funding Date, as applicable, in accordance with Section 7.01 of the case of Additional Accounts, Indenture and the Depositor shall pay to the Seller willthe Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, at its own expenseas applicable, in accordance the terms hereof. b. The Aggregate Value with respect to any Receivables transferred to the Depositor shall be paid by the Depositor to the Seller as follows: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned i. first, by delivery of immediately available funds, to the Buyer pursuant extent of funds available to this Agreement, the Depositor (B) sold and assigned by the Buyer from amounts made available to the Issuer pursuant to the Sale and Servicing Agreement Indenture or with the proceeds of any fundings under any Note and, in each case, transferred to the Depositor); ii. second, with the proceeds of a subordinated revolving loan from the Seller to the Depositor (a “Subordinated Loan”) in an amount not to exceed the remaining unpaid portion of the related Aggregate Value (such proceeds, the “Subordinated Loan Proceeds”); and iii. third, by accepting a contribution to its capital from the Seller in an amount equal to the remaining unpaid balance of such purchase price therefor. Subject to the limitations set forth in this Section 2.01(b), the Agent, on behalf of the Depositor, shall request borrowings under the Subordinated Loan with respect to each purchase by the Depositor of Receivables during the Funding Period to the extent necessary to make the payments set forth in Sections 2.01(a) and (Cb) pledged by the Issuer to the Indenture Trustee for the benefit in connection with purchases of the Secured Parties pursuant to the Indenture Initial Receivables and the Indenture Supplements; Additional Receivables, and the Seller irrevocably agrees to advance such amounts under the Subordinated Loan so requested; provided, however, that the Depositor may not make any borrowing under the Subordinated Loan unless at the time of (and immediately after) each such borrowing thereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) in the case Depositor's cash on hand is sufficient to satisfy all of the Initial Accountsits current obligations, deliver to the Buyer the Initial Account Schedule; and (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and Subordinated Note is adequate. The Subordinated Loan shall be evidenced by, and shall be payable in accordance with the case terms and provisions of Additional Accounts, deliver the Subordinated Note. The Seller is hereby authorized by the Depositor to endorse on the schedule attached to the Buyer Subordinated Note an Additional Account Schedule. (f) The Account Scheduleappropriate notation evidencing the date and amount of each advance thereunder, as amendedwell as the date of each payment with respect thereto; provided, supplemented or otherwise modified from time that the failure to time, will be marked as Schedule 1 to this Agreement make such notation shall not affect any obligation of the Depositor thereunder. The Seller shall record in its books and is incorporated into records all increases in and made a part payments in reduction of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the outstanding principal amount of the Sold Receivables, Subordinated Note. The excess of (i) the Aggregate Value of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or any subsequent Funding Date over (ii) the amounts paid in immediately available funds with respect to such Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such other price as may subsequent Funding Date shall be agreed to a capital contribution by the Buyer Depositor to the Issuer. The Aggregate Receivables at any time of determination shall consist of the Initial Receivables and the Seller at Additional Receivables sold and/or contributed to the Issuer prior to such time of acquisition determination. c. With respect to Legacy Deferred Servicing Fees, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date, by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances and Servicing Advances, one (1) Business Day prior to each Funding Date on which the Buyer. The purchase price will not Initial Note Balance or any Additional Note Balances are to be materially less favorable purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), by no later than prices for transactions of a generally similar character at 12:00 PM Eastern time, the time of Seller shall deliver to the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants Depositor shall deliver to the other that Issuer, with copies to the amount Agent and the Indenture Trustee, a funding notice (such notice, the “Funding Notice”) and a xxxx of cash paid by sale (the “Xxxx of Sale”), in substantially the forms annexed as Exhibits B and C hereto, respectively, with respect to the Receivables to be sold and/or contributed on such Funding Date. d. Subject to the limitations on the making of Subordinated Loans set forth herein, on any Funding Date, the Seller may elect to sell and/or contribute all Receivables to the Depositor on in exchange for Subordinated Loan Proceeds or by making a contribution of any Sale Date, together with such Receivables to the increase in capital of the value in the Buyer’s capital in Depositor without payment of any Cash Purchase Price by the Depositor, is equal and the Depositor may simultaneously contribute such Receivables to the fair market value of Issuer, if the Sold Receivables sold Seller and the Depositor determine that such actions are in their best interests (such action, a “Non-Funding Election”); provided, that, on such Sale the related Funding Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in shall notify the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this AgreementVariable Funding Noteholders, the Seller is under no obligation, Agent and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indentureof such Non-Funding Election.

Sale of Receivables. Sale and Purchase 2.1 Subject to the satisfaction of the conditions precedent set out in Schedule 1 (Conditions Precedent) to the Framework Deed and pursuant to Clause 17 (Conditions Precedent) of the Framework Deed, each Seller and the Master Purchaser agree that each Seller hereby sells and assigns and the Master Purchaser hereby agrees to purchase on each Purchase Date during the Securitisation Availability Period, on the terms and conditions set out in this Agreement: (a) The all Receivables owing to each Seller sells and assignsby an Obligor located in an Eligible Country, without recourse which are originated by either Seller (except as provided in this Agreement), to the Buyer the following property case may be) on and as of the dates specified below:such Purchase Date; (i) on the first Closing Date, (Ab) all of its rightrights, title title, benefit and interest inin and to such Receivable, including any Value Added Tax; (c) all Related Contract Rights with respect to and under each Sold Receivable originated in each Initial Account and all such Receivable; and (d) any Related Security with respect to such Sold Receivables owned by Receivable. 2.2 Each Seller and the Seller at Master Purchaser acknowledge and agree that all rights, title, benefit and interest in and to a Receivable, the close of business Related Contract Rights and the Related Security purchased pursuant to Clause 2.1 shall be transferred and assigned automatically on the Cutoff Date date on which such Receivables arise. Transfer of German law governed Receivables 2.3 BSM represents and (B) all monies due or to become due and all amounts received with respect to any warrants that as of the foregoing Closing Date the BSM German Transfer Agreement has not been terminated and all proceeds (including “proceeds,” remains in full force and effect, as defined amended on or about the date hereof. 2.4 LCN represents and warrants that as of the Closing Date the LCN German Transfer Agreement has not been terminated and remains in full force and effect, as amended on or about the UCC) date hereof. Master Receivables Purchase Agreement 2.5 The parties hereto acknowledge and Recoveries thereof; (ii) on agree that the applicable Addition Date, (A) all legal transfer of its right, title in respect of the Receivables governed by German law and interest in, to any Related Contract Rights and under each Sold Receivable originated in each Additional Account and all Related Security with respect (either governed by German law in relation to such Sold Receivables owned rights or located in Germany in relation to movable objects (bewegliche Sachen)) agreed to be sold and assigned by the Seller at the close each of business on the applicable Additional Cutoff Date, BSM and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold LCN to the Buyer Master Purchaser pursuant to Clause 2.1, shall be effected pursuant to the BSM German Transfer Agreement and the LCN German Transfer Agreement, respectively. True sale 2.6 For the avoidance of doubt, the parties confirm their intention that the assignment of Receivables pursuant to this Agreement shall constitute a true sale of such Receivables, and (B) all monies due not a loan or to become due and all amounts received with respect to a security arrangement for any obligations of the foregoing Sellers. Notwithstanding any other provision of the Transaction Documents, the Master Purchaser shall have full title and all proceeds (including “proceeds,” as defined interest in and to the UCC) Receivables and Recoveries thereof. (b) The foregoing sales, the Master Purchaser shall be free to further dispose of such Receivables subject to the Encumbrances created and any subsequent sales, do not constitute, and are not intended to result in, restrictions it has accepted under the creation, or an assumption by the Buyer, of any obligation terms of the Servicer, the Seller, Ford Master Purchaser Deed of Charge or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the AccountsMaster Purchaser Security Document. (c) In connection with 2.7 Subject to Clause 6.1 and Clause 6.3, in respect of notification to the foregoing salesObligors, the Seller will record Sellers and filethe Master Purchaser agree and acknowledge that the transfer and assignment of all right, at its own expensetitle, a financing statement on form UCC-1 or any other applicable form (benefit and continuation statements when applicable) with respect interest to the Sold Receivables sold by Receivables, the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables Related Contract Rights and the Related Security pursuant to Clause 2.1 shall be valid and effective against all third parties as from the Buyer, transfer and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case assignment of the Initial Accounts, Receivables in accordance with Clauses 2.1 and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales2.2. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The On the Initial Funding Date, the Seller sells and assigns, without recourse (except as provided in this Agreement), shall sell and/or contribute to the Buyer Depositor and the following property on Depositor shall acquire from the Seller, in accordance with the procedures and as of subject to the dates specified below: (i) on terms and conditions set forth herein and in the first Closing DateIndenture, (A1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on ), together with all rights of the applicable Addition Seller to enforce such Initial Receivables under each Servicing Contract. On the Initial Funding Date, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (A1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and), together with all rights of the Seller to enforce such Initial Receivables under each Servicing Contract. (iiib) on On each Sale Datesubsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (A1) Additional Receivables representing the contractual rights to be reimbursed for all of its right, title the Delinquency Advances and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security Servicing Advances with respect to the Securitization Trusts made prior to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Funding Date and not previously sold to the Buyer pursuant to this Agreement Depositor and (B2) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, together with all rights of the Sold Seller to enforce any Additional Receivables and the Related Security under each Servicing Contract; provided, that Seller shall not be required to sell and/or contribute Additional Receivables to the Buyer, and to deliver a file-stamped copy of Depositor on any Funding Date (such financing statements or other evidence of such filing to the Buyer on or before the first Closing Funding Date, in the case of the Initial Accounts, and (if any additional filing is necessarya “Skip Funding Date”) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then on which (i) the aggregate Receivables Balance of such Additional Receivables to be sold and/or contributed is less than $1,000,000, (ii) the Seller will have Granted, and Grants, has given three (3) Business Days prior notice to the Buyer a security interest in each Sold Receivable Agent and the Related SecurityIndenture Trustee that it will not be selling and/or contributing Additional Receivables on such Funding Date and (iii) no other Skip Funding Date has been incurred in the calendar month in which such Funding Date occurs. Any Receivables not sold by the Seller to the Depositor on a Skip Funding Date shall be sold to the Depositor on the immediately following Funding Date. In no event shall the option to exercise a Skip Funding Date modify or eliminate the Seller's obligation during the Funding Period to sell, whether now owned assign, transfer, pledge or hereafter acquiredconvey all Receivables with respect to the Mortgage Loans included in the Securitization Trusts. On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, (1) the Additional Receivables acquired by the Depositor on such Funding Date and (2) all monies moneys due or to become due and all amounts received or receivable with respect to any of the foregoing thereto and all proceeds (including “proceeds,” as defined in the UCC), together with all rights of the Seller to enforce such Additional Receivables under each Servicing Contract. (c) The purchase price payable by the Depositor for any sale of any Receivable to the Depositor hereunder is the Aggregate Value thereof. The purchase price for any Receivable shall be paid by the Depositor to the Seller in accordance with this Section 2.01. Any reference to the sale, transfer, conveyance or contribution of any Receivable hereunder shall be deemed to also include a reference to a sale, transfer, conveyance or contribution of all rights of the Seller or the Depositor, as applicable, to enforce such Receivables under each Servicing Contract. (d) Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall transfer to the Depositor or accept as a capital contribution, or any combination thereof, an amount equal to the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date and Recoveries thereof deliver to the Depositor the Trust Certificates or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance with Section 7.01 of the Indenture and (ii) this Agreement constitutes a security agreementthe Depositor shall pay to the Seller the Aggregate Value in respect of the Initial Receivables sold on the Initial Funding Date and deliver or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance the terms hereof. (e) On or before The Aggregate Value with respect to any Receivables transferred to the first Closing Date, in Depositor shall be paid by the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, Depositor to the Seller will, at its own expenseas follows: (i) indicate first, by delivery of the cash in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned immediately available funds, to the Buyer pursuant extent of funds available to this Agreement, Depositor (B) sold and assigned by the Buyer from amounts made available to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by Indenture or with the Issuer proceeds of any fundings under any Note and, in each case, transferred to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture SupplementsDepositor); (ii) second, with the proceeds of a subordinated revolving loan from the Seller to the Depositor (a “Subordinated Loan”) in an amount not to exceed the case remaining unpaid portion of the Initial Accountsrelated Aggregate Value (such proceeds, deliver to the Buyer the Initial Account Schedule“Subordinated Loan Proceeds”); and (iii) third, by accepting a contribution to its capital from the Seller in the case of Additional Accounts, deliver an amount equal to the Buyer remaining unpaid balance of such purchase price therefor. Subject to the limitations set forth in this Section 2.01(e), the Agent, on behalf of the Depositor, shall request borrowings under the Subordinated Loan with respect to each purchase by the Depositor of Receivables during the Funding Period to the extent necessary to make the payments set forth in Sections 2.01(a) through (e) hereof in connection with purchases of the Initial Receivables and the Additional Receivables, and the Seller irrevocably agrees to advance such amounts under the Subordinated Loan so requested; provided however, that the Depositor may not make any borrowing under the Subordinated Loan unless at the time of (and immediately after) each such borrowing thereunder, (i) the Depositor's total assets exceed its total liabilities both before and after the sale transaction, (ii) the Depositor's cash on hand is sufficient to satisfy all of its current obligations, (iii) the Depositor is adequately capitalized at a commercially reasonable level and (iv) the Depositor has determined that its financial capacity to meet its financial commitment under the Subordinate Loan and Subordinated Note is adequate. The Subordinated Loan shall be evidenced by, and shall be payable in accordance with the terms and provisions of the Subordinated Note. The Seller is hereby authorized by the Depositor to endorse on the schedule attached to the Subordinated Note an appropriate notation evidencing the date and amount of each advance thereunder, as well as the date of each payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Depositor thereunder. The Seller shall record in its books and records all increases in and payments in reduction of the outstanding principal amount of the Subordinated Note. The excess of (i) the Aggregate Value of the Initial Receivables or Additional Account ScheduleReceivables sold and/or contributed on the Initial Funding Date or any subsequent Funding Date over (ii) the amounts paid in immediately available funds with respect to such Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such subsequent Funding Date shall be a capital contribution by the Depositor to the Issuer. The Aggregate Receivables at any time of determination shall consist of the Initial Receivables and the Additional Receivables sold and/or contributed to the Issuer prior to such time of determination. (f) The Account ScheduleWith respect to Legacy Deferred Servicing Fees and Servicing Advances, one (1) Business Day prior to each Funding Date on which Additional Note Balances are to be purchased or the Initial Note Balance is to be purchased (or, on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), by no later than 12:00 PM Eastern time and, with respect to Delinquency Advances, by no later than 10:00 AM Eastern time (or, in the case of a Delinquency Advance to be made on such Funding Date, such other time as amendedthe Servicer, supplemented the Seller, the Agent and the Indenture Trustee may mutually agree) on each Funding Date on which the Initial Note Balance or otherwise modified from time any Additional Note Balances are to timebe purchased (or, will on the Closing Date, to the extent the Initial Funding Date is on the Closing Date), the Seller shall deliver to the Depositor and the Depositor shall deliver to the Issuer, with copies to the Agent and the Indenture Trustee, a funding notice (such notice, the “Funding Notice”) and a xxxx of sale (the “Xxxx of Sale”), in substantially the forms annexed as Exhibits B and C hereto, respectively, with respect to the Receivables to be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreementsold and/or contributed on such Funding Date. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal Subject to the principal amount limitations on the making of Subordinated Loans set forth herein, on any Funding Date, the Seller may elect to sell and/or contribute all Receivables to the Depositor in exchange for Subordinated Loan Proceeds or by making a contribution of any such Receivables to the capital of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time Depositor without payment of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time any portion of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will Aggregate Value in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid immediately available funds by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal and the Depositor may simultaneously contribute such Receivables to the fair market value of Issuer, if the Sold Receivables sold Seller and the Depositor determine that such actions are in their best interests (such action, a “Non-Funding Election”); provided that, on such Sale the related Funding Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in shall notify the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this AgreementVariable Funding Noteholders, the Seller is under no obligation, Agent and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indentureof such Non-Funding Election.

Sale of Receivables. (a) The Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey, without recourse (except as expressly provided in this the Receivables Purchase Agreement), to the Buyer the following property on and as of the dates specified below: (i) Buyer, on the first Closing Date, (A) Addition Date all of its right, title and interest in, to and under each Sold Receivable originated the Receivables arising in each Initial Account connection with such Additional Accounts and all Related Security with respect to such Sold Receivables thereto, owned by the Seller and existing at the close of business on the Cutoff Additional Cut-Off Date and (B) thereafter created from time to time, all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) . The foregoing salessale, transfer, assignment, set-over and any subsequent sales, do conveyance does not constitute, constitute and are is not intended to result in, in the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford Nissan Motor Company Ltd., Nissan North America Inc. or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) Nissan North America Inc. In connection with the foregoing salessuch sale, the Seller will agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible chattel paper,” “, payment intangibles,” “, general intangibles” intangibles or “accounts” accounts (each as defined in the UCC), UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law the UCC in connection with such sales. (d) sale. The Seller and the Buyer parties hereto intend that all transfers of Sold Receivables under this Agreement constitute the sales of Receivables effected by this Assignment be sales. In connection with such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accountssale, the Seller willfurther agrees, at its own expense: (i) , on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this AgreementAssignment, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties pursuant to the Indenture Noteholders and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Scheduleany Series Enhancers. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Subject to the satisfaction of the conditions precedent set forth in Article III hereof, in consideration of the Borrower's delivery to or upon the order of the Seller sells of the Receivables Purchase Price therefor, the Seller, on each Receivables Sale Date, in each case pursuant to a Receivables Sale Agreement, shall sell, transfer, assign, pledge, set over and assignsotherwise convey to the Borrower, without recourse (except as provided in this Agreementsubject to the obligations set forth herein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest of the Seller in, to and under under: (1) the Receivables sold on each Sold Receivable originated such date, as listed in each Initial Account Schedule A to the relevant Receivables Sale Agreement, and all Related Security moneys received thereon after the Relevant Cutoff Date; (2) all security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables sold and any other interest of the Seller in such Financed Vehicles; (3) all proceeds and all rights to receive proceeds with respect to the Receivables sold from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofReceivables; (ii4) all rights of the Seller against Dealers pursuant to Dealer Agreements and/or Dealer Assignments; (5) all rights under any Service Contracts on the applicable Addition Date, related Financed Vehicles; (A6) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold the related Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofFiles; and (iii) on each Sale Date, (A7) all proceeds of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date any and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofforegoing. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in By execution of this Agreement), the Seller does hereby acknowledge and confirm that, pursuant to the Buyer Original Agreement on the following property on Initial Closing Date, it did, and as of the dates specified belowhereby does continue to: (i) on the first Closing Series Issuance Date, sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Initial Account and all Related Security Security, including Seller's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, (B) Seller's rights under the related Sales and Service Agreement, (C) Seller's rights under intercreditor agreements with third-party creditors of Dealers with respect to such Sold Receivables the designated Accounts, (D) Seller's rights under the related Repurchase Agreements, (E) Seller's rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Seller at the close of business on the Cutoff Cut-Off Date and (BG) all monies due or to become due and all amounts received with respect thereto (including all amounts on deposit in the Cash Management Account as applied to reduce the principal amount of any of the foregoing Receivable) and all proceeds thereof (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof;with respect thereto. (ii) on the applicable Addition Date, sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Additional Account and all Related Security Security, including Seller's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect to such Sold Receivables thereto owned by the Seller at the close of business on the applicable Additional Cutoff DateCut-Off Date and not previously sold to the Buyer pursuant hereto (B) Seller's rights under the related Sales and Service Agreement, (C) Seller's rights under intercreditor agreements with third-party creditors of Dealers with respect to the Additional Accounts, (D) Seller's rights under the related Repurchase Agreements, (E) Seller's rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Seller at the close of business on the applicable Additional Cut-Off Date and (BG) all monies due or to become due and all amounts received with respect thereto (including all amounts on deposit in the Cash Management Account as applied to reduce the principal amount of any of the foregoing Receivable) and all proceeds thereof (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto; and (iii) on each Sale Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (2) of the definition thereof or (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold such Receivable originated in each Account on such Sale Date and all Related Security Security, including Seller's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect to such Sold Receivable thereto owned by the Seller at the close of business on the applicable Sale Transfer Date and not previously sold to the Buyer pursuant hereto (B) Seller's rights under the related Sales and Service Agreement, (C) Seller's rights under intercreditor agreements with third-party creditors of Dealers with respect to this Agreement the related Accounts, (D) Seller's rights under the related Repurchase Agreements, (E) Seller's rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Seller at the close of business on the Transfer Date and (BG) all monies due or to become due and all amounts received with respect thereto (including all amounts on deposit in the Cash Management Account as applied to reduce the principal amount of any of the foregoing Receivable) and all proceeds thereof (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto. (b) The foregoing salessale, transfer, assignment, set-over and conveyance, and any subsequent sales, transfers, assignments, set-overs and conveyances of additional assets, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford NML, NNA or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers Dealers, NML or FordNNA. The foregoing sales sales, transfers, assignments, set-overs and conveyances are not sales sales, transfers, assignments, set-overs and conveyances of the Accounts but rather Accounts; they are sales sales, transfers, assignments, set-overs and conveyances of the Sold Receivables originated arising in the Accountsconnection therewith and Related Security. (c) In connection with the foregoing such sales, the Seller will record and file, to the extent it has not done so, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "buyer" thereon with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible chattel paper,” “payment intangibles,” “general intangibles” paper or “accounts” accounts (each as defined in the UCC), UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Series Issuance Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law applicable law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold the Receivables and not transfers of such Sold Receivables as for security for a loan. However, if the transfers of the Sold Receivables under this Agreement hereunder were to be characterized as transfers of for security for a loan and not as sales, then (i) the Seller will have Grantedgranted, and Grantshereby grants, to the Buyer a security interest in each Sold Receivable and Receivable, the Related Security, whether now owned or hereafter acquired, all other personal property described from time to time in Section 2.01(a) and all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On In connection with such sales, at its own expense, on or before the first Closing Series Issuance Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense:has (in the case of the Initial Accounts) or will (to the extent it has not done so): (i) indicate in its computer files that the Sold Receivables arising in connection with the Accounts and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this Agreement, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties Noteholders and any Series Enhancers pursuant to the Indenture and the Indenture SupplementsIndenture; (ii) in the case of the Initial Accounts, deliver delivered to the Buyer a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Buyer a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the applicable Additional Cut-Off Date (such file or list, an "Additional Account Schedule. (f) "). The Account Schedule, Schedule as amended, supplemented or otherwise modified from time to time, time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (gf) In consideration for the sale of Receivables indicated on Schedule 1 hereto on the first Series Issuance Date and the Related Security, the Buyer has paid to the Seller an amount equal to $1,316,539,846.26 in the form of cash, a subordinated note and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price prices for the Sold Receivables sold pursuant to this Agreement on subsequent Series Issuance Dates and on any other date on which Receivables are sold to the Buyer by the Seller, will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by such sales, and will be paid in the Buyerform of cash, a subordinated note and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The In each case, the purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables Receivables, the Seller’s 's cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no any event not be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (hg) Notwithstanding anything in this If the Issuer enters into a currency Swap Agreement or in the other Transaction Documents pursuant to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee Section 5.08 of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Transfer and Servicing Agreement, the Seller is under no obligation, and does not intend, hereby agrees to inform the related Dealers of such sales by the Seller accept any amounts owed to the Buyer or of the transfer thereof it by the Buyer under Section 2.01(f) in Japanese yen and the Seller further agrees that the amount equal to the Issuer under the Sale and Servicing Agreement or expenses of the pledge thereof Issuer associated with the negotiation, execution and delivery of such currency Swap Agreement will be deducted from any amounts owed to it by the Issuer to the Indenture Trustee Buyer under the IndentureSection 2.01(f).

Sale of Receivables. (a) The Seller sells On each Closing Date during the Commitment Period, subject to the terms and assigns, without recourse (except as provided in conditions of this Agreement), the Transferor agrees to sell to the Buyer Purchasers, and the Purchasers agree to purchase from the Transferor, a Receivables Pool and the following other property on and as of relating thereto (collectively, the dates specified below:“Purchased Property”): (i) all right, title and interest of the Transferor in, to and under each Receivable included in the applicable Receivables Pool listed on a Schedule of Receivables (the first form of which is attached as Schedule 2 to the Second Step Pool Supplement) delivered to the Purchaser on such Closing Date and all monies received thereon after the related Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer, as applicable, covering any related Financed Vehicle; (Aii) the interest of the Transferor in the security interests in the related Financed Vehicles granted by Obligors pursuant to the Receivables in the applicable Receivables Pool and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other insurance policies covering the related Financed Vehicles or Obligors, including any rebates or credits of any premium or other payment with respect to any of the foregoing; (iv) all of its the Transferor’s right, title and interest in, to and under each Sold the related Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofFiles; (ii) on the applicable Addition Date, (Av) all of its right, title and interest of the Transferor in, to and under each Sold Receivable originated in each Additional Account the Master Sale Agreement and all Related Security with respect the applicable First Step Pool Supplement and First Step Receivables Assignment, including the right of the Transferor to such Sold Receivables owned by cause the Seller at to repurchase Receivables under certain circumstances and the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any right of the foregoing and all proceeds (including “proceeds,” as defined Transferor to be indemnified under the circumstances specified in the UCC) and Recoveries thereofMaster Sale Agreement; and (iii) on each Sale Date, (Avi) all present and future claims, demands, causes and choses in action in respect of its right, title and interest in, to and under each Sold Receivable originated any or all of the foregoing described in each Account on such Sale Date clauses (i) through (v) above and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business payments on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due under and all amounts received with proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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 and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofforegoing. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The On the Closing Date, and simultaneously with the transactions to be consummated pursuant to the Indenture, the Sale and Servicing Agreement and the Trust Agreement, the Seller sells shall sell, transfer, assign and assignsotherwise convey to the Purchaser, without recourse (except as provided in this Agreementsubject to the obligations herein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, in, to and all under the following, collectively: (i) the Receivables; (ii) with respect to Actuarial Receivables, monies due thereunder on or after the Cutoff Date (including Payaheads) and, with respect to Simple Interest Receivables, monies due or received thereunder on or after the Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to become due the Receivables and all amounts received any other interest of the Seller in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (v) rights to receive proceeds with respect to the Receivables from recourse to Dealers thereon pursuant to the Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files; (vii) all payments and proceeds with respect to the Receivables held by the Seller; (viii) all property (including the right to receive Liquidation Proceeds) securing a Receivable (other than a Receivable repurchased by the Servicer or purchased by the Seller); (ix) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date; and (x) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds (of every kind and nature whatsoever in respect of any or all of the foregoing, including “all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds,” as defined , 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 UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case proceeds of any of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Scheduleforegoing. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Subject to the satisfaction of the conditions precedent set forth in Article III hereof, in consideration of the Borrower's delivery to or upon the order of the relevant Seller sells of the Receivables Purchase Price therefor, the relevant Seller, on each Receivables Sale Date, in each case pursuant to a Receivables Sale Agreement, shall sell, transfer, assign, pledge, set over and assignsotherwise convey to the Borrower, without recourse (except as provided in this Agreementsubject to the obligations set forth herein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest of the relevant Seller in, to and under under: (a) the Receivables sold on each Sold Receivable originated such date, as listed in each Initial Account Schedule A to the relevant Receivables Sale Agreement, and all Related Security with respect to such Sold Receivables owned by moneys received thereon after the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Relevant Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.; (b) The foregoing sales, all security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables sold and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation other interest of the Servicer, the Seller, Ford or any other Person relevant Seller in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts.such Financed Vehicles; (c) In connection with the foregoing sales, the Seller will record all proceeds and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) all rights to receive proceeds with respect to the Sold Receivables sold by from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy liquidation of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales.Receivables; (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers rights of the Sold Receivables under this Agreement were relevant Seller against Dealers pursuant to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement.Dealer Agreements and/or Dealer Assignments; (e) On or before the first Closing Date, in the case all rights of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the relevant Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer against Third-Party Lenders pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleThird-Party Loan Purchase Agreements and/or Third-Party Lender Assignments. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement.all rights under any Service Contracts on the related Financed Vehicles; (g) The purchase price for the Sold related Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factorsFiles; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date.and (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity all proceeds of any and not in the capacity of agent or nominee all of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indentureforegoing.

Sale of Receivables. (a) The For value received, each Seller sells does ------------------- hereby sell, transfer, convey and assignsassign to Buyer, without recourse (except as provided in this Agreement)recourse, to the Buyer the following property on and as of after the dates specified below: (i) on the first Closing Addition Date, (A) all of its such Seller's right, title and interest in, to and under each Sold Receivable originated the Receivables now existing or hereafter created in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business Additional Accounts designated on the Cutoff Date and (B) Schedule One hereto, all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds thereto (including “all Finance Charge Receivables), all Collections, Recoveries and other proceeds thereof (including, without limitation, "proceeds,” " as defined in the UCCUCC as in effect in the State of Illinois) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofInsurance Proceeds relating thereto. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale and conveyance, the Seller will agrees (i) to record and file, file at its own expense, a any financing statement on form UCC-1 or any other applicable form for the purchase of accounts (and continuation statements when applicable) as defined in Section 9-106 of the UCC as in effect in the State of Illinois), with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined now existing and hereafter created in the UCC)Additional Accounts designated hereby, meeting the requirements of Applicable Law in such manner applicable state law and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables from such Seller to Buyer and the Related Security transfer of such Receivables from Buyer to the BuyerTrust, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing filings (which may, for purposes of this Section 3, consist of telephone confirmations of such filings) to Buyer (or to the Trustee, if Buyer so directs) on or before prior to the first Closing Datedate of this Supplemental Conveyance. (c) In connection with such sale and conveyance, FCNB agrees, at its own expense, on or prior to the date of this Supplemental Conveyance to indicate or cause to be indicated in its books and records and in the case computer files of the Initial Accounts, and (if any additional filing is necessary) Receivables as required by the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law Purchase Agreement that Receivables created in connection with such salesthe Additional Accounts designated hereby have been sold to Buyer in accordance with the Purchase Agreement and transferred by Buyer to the Trust for the benefit of the Certificateholders. (d) The Seller parties acknowledge and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables agree that, as security for a loan. However, if the transfers contemplated by Section 2.3 of the Sold Purchase Agreement, the Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) transferred hereunder to Buyer on the Seller will have GrantedAddition Date shall be so transferred to Buyer by [FCNB] [SAC], and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined that Receivables in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before Additional Accounts designated hereby which are to be transferred to Buyer after the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned shall be so transferred by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleFCNB. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The By execution of this Agreement, the Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey, without recourse (except as expressly provided in this Agreementherein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Initial Account and all Related Security with respect to such Sold Receivables thereto owned by the Seller at the close of business on the Cutoff Cut-Off Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Additional Account and all Related Security with respect to such Sold Receivables thereto owned by the Seller at the close of business on the applicable Additional Cutoff Date, Cut-Off Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.01(ii) of the Indenture or (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), (A) all of its right, title and interest in, to and under each Sold such Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable thereto owned by the Seller at the close of business on the applicable Sale Transfer Date and not previously sold to the Buyer pursuant to this Agreement hereto and (B) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof. (b) The foregoing salessale, transfer, assignment, set-over and conveyance, and any subsequent sales, transfers, assignments, set-overs and conveyances of additional assets (including interests in any Other Floorplan Assets), do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or Accounts, the related Receivables Receivables, the Other Floorplan Assets or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales sales, transfers, assignments, set-overs and conveyances are not sales sales, transfers, assignments, set-overs and conveyances of the Accounts but rather Accounts; they are sales sales, transfers, assignments, set-overs and conveyances of the Sold Receivables originated arising in connection with the Accounts. (c) In connection with the foregoing such sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "buyer" thereon with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “"tangible chattel paper,” “" "payment intangibles,” “" "general intangibles” " or “"accounts” " (each as defined in the UCC), ) meeting the requirements of Applicable Law applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law applicable law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement hereunder were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Grantedgranted, and Grantshereby grants, to the Buyer a security interest in each Sold Receivable and Receivable, the Related Security, whether now owned or hereafter acquired, Security and all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On In connection with such sales, at its own expense, on or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables arising in connection with the Accounts and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this Agreement, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties Noteholders and any Series Enhancers pursuant to the Indenture and the Indenture SupplementsIndenture; (ii) in the case of the Initial Accounts, deliver to the Buyer a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts (by the Dealer account number assigned by the Seller) and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Buyer a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts (by the Dealer account number assigned by the Seller) and the Principal Receivables arising in connection therewith as of the Additional Cut-Off Date (such file or list, an "Additional Account Schedule. (f) "). The Account Schedule, Schedule as amended, supplemented or otherwise modified from time to time, time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (gf) In consideration for the sale of $2,050,426,909.20 of Receivables, together with the Related Security, sold to the Buyer on the first Closing Date, the Buyer will pay to the Seller cash and other valuable consideration. The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other a price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables Receivables, the Seller’s 's cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (hg) Notwithstanding anything in this Agreement herein or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer Transferor under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer Transferor or of the transfer thereof by the Buyer Transferor to the Issuer under the Sale Transfer and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The For value received, each RPA Seller sells does ------------------- hereby sell, transfer, convey and assignsassign to Buyer, without recourse (except as provided in this Agreement)recourse, to the Buyer the following property on and as of after the dates specified below: (i) on the first Closing Addition Date, (A) all of its such RPA Seller's right, title and interest in, to and under each Sold Receivable originated the Receivables now existing or hereafter created in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business Additional Accounts designated on the Cutoff Date and (B) Schedule 1, all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds ---------- thereto (including “proceeds,” as defined in the UCC) all Finance Charge Receivables), all Collections, Recoveries and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title other proceeds hereof and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofInsurance Proceeds relating thereto. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale and conveyance, the each RPA Seller will agrees (i) to record and file, file at its own expense, a any financing statement on form UCC-1 or any other applicable form for the purchase of accounts (and continuation statements when applicable) as defined in Section 9-106 of the UCC as in effect in the State of Illinois), with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined now existing and hereafter created in the UCC)Additional Accounts designated hereby, meeting the requirements of Applicable Law in such manner applicable state law and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables from such RPA Seller to Buyer and the Related Security transfer of such Receivables from Buyer to the BuyerIssuer, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing filings (which may, for purposes of this Section 3, consist of telephone confirmations of such --------- filings) to Buyer (or to the Trustee, if Buyer so directs) on or before prior to the first Closing Datedate of this Supplemental Conveyance. (c) In connection with such sale and conveyance, FCNB agrees, at its own expense, on or prior to the date of this Supplemental Conveyance to indicate or cause to be indicated in its books and records and in the case computer files of the Initial Accounts, and (if any additional filing is necessary) Receivables as required by the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law Purchase Agreement that Receivables created in connection with such salesthe Additional Accounts designated hereby have been sold to Buyer in accordance with the Purchase Agreement and transferred by Buyer to the Issuer for the benefit of the Noteholders. (d) The Seller parties acknowledge and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables agree that, as security for a loan. However, if the transfers contemplated by Section 2.3 ----------- of the Sold Purchase Agreement, the Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) transferred hereunder to Buyer on the Seller will have GrantedAddition Date shall be so transferred to Buyer by [FCNB] [SAC], and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined that Receivables in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before Additional Accounts designated hereby which are to be transferred to Buyer after the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned shall be so transferred by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleFCNB. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells and assigns, without recourse (except as provided in By execution of this Agreement), to the Buyer the following property on and as of the dates specified belowSeller does hereby: (i) on the first Closing Series Issuance Date, sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Initial Account and all Related Security Security, including Seller's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, (B) Seller's rights under the related Sales and Service Agreement, (C) Seller's rights under intercreditor agreements with third-party creditors of Dealers with respect to such Sold Receivables the designated Accounts, (D) Seller's right under the related Repurchase Agreements, (E) Seller's rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Seller at the close of business on the Cutoff Cut-Off Date and (BG) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto; (ii) on the applicable Addition Date, sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold Receivable originated arising in connection with each Additional Account and all Related Security Security, including Seller's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect to such Sold Receivables thereto owned by the Seller at the close of business on the applicable Additional Cutoff DateCut-Off Date and not previously sold to the Buyer pursuant hereto (B) Seller's rights under the related Sales and Service Agreement, (C) Seller's rights under intercreditor agreements with third-party creditors of Dealers with respect to the Additional Accounts, (D) Seller's right under the related Repurchase Agreements, (E) Seller's rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Seller at the close of business on the applicable Additional Cut-Off Date and (BG) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto; and (iii) on each Sale Business Day occurring before the earlier of (x) the occurrence of an Early Amortization Event specified in clause (2) of the definition thereof or (y) the Trust Termination Date, on which day a new Receivable is created in connection with the Accounts (each such Business Day being a "Transfer Date"), sell, transfer, assign, set over and otherwise convey, without recourse, to the Buyer (A) all of its right, title and interest in, to and under each Sold such Receivable originated in each Account on such Sale Date and all Related Security Security, including Seller's interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral, with respect to such Sold Receivable thereto owned by the Seller at the close of business on the applicable Sale Transfer Date and not previously sold to the Buyer pursuant hereto (B) Seller's rights under the related Sales and Service Agreement, (C) Seller's rights under intercreditor agreements with third-party creditors of Dealers with respect to this Agreement the related Accounts, (D) Seller's right under the related Repurchase Agreements, (E) Seller's rights under each related Floorplan Financing Agreement, (F) the proceeds of the foregoing, with respect thereto owned by the Seller at the close of business on the Transfer Date and (BG) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereofwith respect thereto. (b) The foregoing salessale, transfer, assignment, set-over and conveyance, and any subsequent sales, transfers, assignments, set-overs and conveyances of additional assets, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford NML, NNA or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers Dealers, NML or FordNNA. The foregoing sales sales, transfers, assignments, set-overs and conveyances are not sales sales, transfers, assignments, set-overs and conveyances of the Accounts but rather Accounts; they are sales sales, transfers, assignments, set-overs and conveyances of the Sold Receivables originated arising in the Accountsconnection therewith and Related Security. (c) In connection with the foregoing such sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming the Seller as "seller" and the Buyer as "buyer" thereon with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible chattel paper,” “, payment intangibles,” “, general intangibles” intangibles or “accounts” accounts (each as defined in the UCC), UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Series Issuance Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law applicable law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold the Receivables and not transfers of such Sold Receivables as for security for a loan. However, if the transfers of the Sold Receivables under this Agreement hereunder were to be characterized as transfers of for security for a loan and not as sales, then (i) the Seller will have Grantedgranted, and Grantshereby grants, to the Buyer a security interest in each Sold Receivable and Receivable, the Related Security, whether now owned or hereafter acquired, all other personal property described from time to time in Section 2.01(a) and all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On In connection with such sales, at its own expense, on or before the first Closing Series Issuance Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables arising in connection with the Accounts and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this Agreement, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties Noteholders and any Series Enhancers pursuant to the Indenture and the Indenture SupplementsIndenture; (ii) in the case of the Initial Accounts, deliver to the Buyer a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts and the Principal Receivables arising in connection therewith as of the Cut-Off Date (such file or list, the "Initial Account Schedule"); and (iii) in the case of Additional Accounts, deliver to the Buyer a computer file or written list of such Additional Accounts specifying the identity of such Additional Accounts and the Principal Receivables arising in connection therewith as of the applicable Additional Cut-Off Date (such file or list, an "Additional Account Schedule. (f) "). The Account Schedule, Schedule as amended, supplemented or otherwise modified from time to time, time will be marked as Schedule 1 to this Agreement and is hereby incorporated into and made a part of this Agreement. (gf) In consideration for the sale of Receivables indicated on Schedule 1 hereto on the first Series Issuance Date and the Related Security, the Buyer will pay to the Seller an amount equal to $1,316,539,846.26 in the form of cash, a subordinated note and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The purchase price prices for the Sold Receivables sold pursuant to this Agreement on subsequent Series Issuance Dates and on any other date on which Receivables are sold to the Buyer by the Seller, will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by such sales, and will be paid in the Buyerform of cash, a subordinated note and other valuable consideration having value reasonably equivalent to the value of the assets so conveyed on such date. The In each case, the purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables Receivables, the Seller’s 's cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no any event not be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (hg) Notwithstanding anything in this If the Issuer enters into a currency Swap Agreement or in the other Transaction Documents pursuant to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee Section 5.08 of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Transfer and Servicing Agreement, the Seller is under no obligation, and does not intend, hereby agrees to inform the related Dealers of such sales by the Seller accept any amounts owed to the Buyer or of the transfer thereof it by the Buyer under Section 2.01(f) in Japanese yen and the Seller further agrees that the amount equal to the Issuer under the Sale and Servicing Agreement or expenses of the pledge thereof Issuer associated with the negotiation, execution and delivery of such currency Swap Agreement will be deducted from any amounts owed to it by the Issuer to the Indenture Trustee Buyer under the IndentureSection 2.01(f).

Sale of Receivables. (a) The For value received, RPA Seller sells does hereby ------------------- sell, transfer, convey and assignsassign to Buyer, without recourse (except as provided in this Agreement)recourse, to the Buyer the following property on and as of after the dates specified below: (i) on the first Closing Addition Date, (A) all of its RPA Seller's right, title and interest in, to and under each Sold Receivable originated the Receivables now existing or hereafter created in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business Additional Accounts designated on the Cutoff Date and (B) Schedule 1, all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds thereto ---------- (including “proceeds,” as defined in the UCC) all Finance Charge Receivables), all Collections, Recoveries and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title other proceeds hereof and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofInsurance Proceeds relating thereto. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale and conveyance, the RPA Seller will agrees (i) to record and file, file at its own expense, a any financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) for the purchase of accounts, with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined now existing and hereafter created in the UCC)Additional Accounts designated hereby, meeting the requirements of Applicable Law in such manner applicable state law and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables from RPA Seller to Buyer and the Related Security transfer of such Receivables from Buyer to the BuyerReceivables Trust, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing filings (which may, for purposes of this Section 3, consist of telephone confirmations --------- of such filings) to Buyer (or to the Receivables Trustee, if Buyer so directs) on or before prior to the first Closing Date, in the case date of the Initial Accounts, and this Supplemental Conveyance. (if any additional filing is necessaryc) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in In connection with such sales. (d) The sale and conveyance, RPA Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller willagrees, at its own expense: (i) , on or prior to the date of this Supplemental Conveyance to indicate or cause to be indicated in its books and records and in the computer files of the Receivables as required by the Purchase Agreement that Receivables created in connection with the Sold Receivables and the Related Security Additional Accounts designated hereby have been (A) sold to Buyer in accordance with the Purchase Agreement and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee Receivables Trust for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleSecurityholders. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The For value received, each Seller sells does hereby ------------------- sell, transfer, convey and assignsassign to Buyer, without recourse (except as provided in this Agreement)recourse, to the Buyer the following property on and as of after the dates specified below: (i) on the first Closing Addition Date, (A) all of its such Seller's right, title and interest in, to and under each Sold Receivable originated the Receivables now existing or hereafter created in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business Additional Accounts designated on the Cutoff Date and (B) Schedule 1, all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds thereto ---------- (including “proceeds,” as defined in the UCC) all Finance Charge Receivables), all Collections, Recoveries and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title other proceeds hereof and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofInsurance Proceeds relating thereto. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale and conveyance, the each Seller will agrees (i) to record and file, file at its own expense, a any financing statement on form UCC-1 or any other applicable form for the purchase of accounts (and continuation statements when applicable) as defined in Section 9-106 of the UCC as in effect in the State of Illinois), with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined now existing and hereafter created in the UCC)Additional Accounts designated hereby, meeting the requirements of Applicable Law in such manner applicable state law and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables from such Seller to Buyer and the Related Security transfer of such Receivables from Buyer to the BuyerIssuer, and (ii) to deliver a file-stamped copy of such financing statements or other evidence of such filing filings (which may, for purposes of this Section 3, consist of telephone confirmations of such filings) --------- to Buyer (or to the Trustee, if Buyer so directs) on or before prior to the first Closing Datedate of this Supplemental Conveyance. (c) In connection with such sale and conveyance, FCNB agrees, at its own expense, on or prior to the date of this Supplemental Conveyance to indicate or cause to be indicated in its books and records and in the case computer files of the Initial Accounts, and (if any additional filing is necessary) Receivables as required by the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law Purchase Agreement that Receivables created in connection with such salesthe Additional Accounts designated hereby have been sold to Buyer in accordance with the Purchase Agreement and transferred by Buyer to the Issuer for the benefit of the Noteholders. (d) The Seller parties acknowledge and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables agree that, as security for a loan. However, if the transfers contemplated by Section 2.3 ----------- of the Sold Purchase Agreement, the Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) transferred hereunder to Buyer on the Seller will have GrantedAddition Date shall be so transferred to Buyer by [FCNB] [SAC], and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined that Receivables in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before Additional Accounts designated hereby which are to be transferred to Buyer after the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned shall be so transferred by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleFCNB. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells Agent and assigns, without recourse (except as provided in this Agreement), to the Buyer the following property on and as of the dates specified below: Lenders hereby consent (i) on to the first Closing Date, (A) all sale by Borrower from time to time hereafter of its right, title and interest in, Receivables pursuant to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in that certain Receivable Purchase Program Agreement to be entered into between GE Capital and Borrower on terms and conditions acceptable to the UCC) Required Lenders (the "Receivables Agreement"), without any amendments thereto not consented to by the Required Lenders, and Recoveries thereof; (ii) on to the applicable Addition Dategranting by Borrower of Liens in favor of GE Capital pursuant to the Receivables Agreement, (Awhich Liens shall be senior to the Liens granted to the Agent and Lenders as to the collateral covered thereby in the manner contemplated by Section 4(c) all hereof. The net proceeds to be received by Borrower from such sale of its right, title and interest in, Receivables shall be used by it within 180 days after receipt to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned finance Capital Expenditures permitted by the Seller at the close of business on the applicable Additional Cutoff DateAgreement, and (B) all monies due or and, until so used, such net proceeds shall be applied to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofrepay outstanding Revolving Credit Advances. (b) The foregoing salesGE Capital and Borrower intend, and the Lenders concur, that the transactions contemplated in the Receivables Agreement shall be treated as a purchase and sale of Receivables for all purposes and not as a lending transaction. Agent and each Lender acknowledges that it has no right, title and/or interest in or to (i) any subsequent salesReceivable, do whether or not constituteas proceeds of inventory, and are not intended sold to result inGE Capital pursuant to the Receivables Agreement, (ii) deposits, credit balances and/or reserves on the creation, or an assumption by the Buyer, books of any obligation of the Servicer, the Seller, Ford or any other Person GE Capital established in connection with the Accounts Receivables Agreement, including the Reserve Account established pursuant thereto, and (iii) returned merchandise sold in connection with a Receivable sold to GE Capital that has not been paid for by Borrower under the Receivables Agreement, except, in each case, as specifically provided in Section 4(c) hereof. Agent and each Lender retains its existing right, title and/or interest in all other accounts receivable and other property of Borrower. Agent and the Lenders shall in no event challenge the transactions or actions contemplated in the Receivables Agreement, GE Capital's Liens thereunder, or the related Receivables or under any related agreement or instrumentrecognition of such transactions as a purchase and sale of Receivables, including without limitation through any obligation to any Dealers or Ford. The foregoing sales are not sales characterization of the Accounts but rather are sales of the Sold Receivables originated in the Accountssuch transactions as a secured loan. (c) In connection with the foregoing sales, event and to the Seller will record and file, at its own expenseextent that, a financing statement on form UCC-1 or any other applicable form (final decision by a court of competent jurisdiction finds that the transactions contemplated in the Receivables Agreement are not considered the purchase and continuation statements when applicable) with respect sale of Receivables despite the intentions of the parties thereto, notwithstanding anything to the Sold Receivables sold by the Sellercontrary contained herein, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC)Receivables Agreement, meeting the requirements of Applicable Law in such manner or otherwise, and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, irrespective of the Sold Receivables time, order or method of attachment or perfection of the Liens and security interests granted thereby or the Related Security to the Buyer, and to deliver a file-stamped copy time or order of such filing of financing statements or other evidence of such filing Liens, the parties hereto agree among themselves, as to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, perfection and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were priorities to be characterized as transfers of security for a loan and not as salesaccorded to their respective interests in any Receivable, then that (i) the Seller will have Granted, and Grants, Lien of GE Capital in any Receivable or other property of Borrower pursuant to the Buyer a security interest Receivables Agreement shall be superior and prior in each Sold Receivable and right to the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any Lien of the foregoing Agent and all proceeds (including “proceeds,” as defined Lenders in the UCC) and Recoveries thereof such property, and (ii) this Agreement constitutes such security interest of GE Capital shall constitute a security agreement. (e) On or before perfected first priority Lien in such property. To the first Closing Dateextent that such final court decision is issued, in it is acknowledged and agreed by the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files parties hereto that the Sold Receivables Agent and the Related Security Lenders shall have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) a second priority Lien in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedulesuch property. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey, without recourse (except as expressly provided in this the Receivables Purchase Agreement), to the Buyer the following property on and as of the dates specified below: (i) Purchaser, on the first Closing Date, Addition Date (Aa) all of its right, title and interest in, to and under each Sold the Receivable originated existing in each Initial Account or arising in connection with such Additional Accounts (from and including the related Additional Cutoff Date to and including the related Addition Date) and all Related Security with respect to such Sold Receivables Receivables, including the Seller’s interest in the security interests granted by the Dealers in the related Vehicles and any subordinated security interests in other Collateral with respect to such Receivable, owned by the Seller at the close of business on the Additional Cutoff Date and thereafter created from time to time, (b) all of its rights under the related Sales and Service Agreement, (c) all of its rights under intercreditor agreements with third-party creditors of Dealers with respect to each such Additional Account, (d) all of its rights under the related Floorplan Financing Agreement, (e) all proceeds of the foregoing owned by the Seller at the close of business on such Additional Cutoff Date and (Bf) all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds thereof (including “proceeds,” as defined in the UCCUCC as in effect in the applicable jurisdiction) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) thereto. The foregoing salessale, transfer, assignment, set-over and any subsequent sales, do conveyance does not constitute, constitute and are is not intended to result in, in the creation, or an assumption by the BuyerPurchaser, of any obligation of the Servicer, the Seller, Ford GM or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or FordGM. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with such sale, to the foregoing salesextent necessary giving effect to UCC financing statements already filed, the Seller will agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible instruments”, “chattel paper,” ”, “general intangibles”, “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), UCC as in effect in the applicable jurisdiction) meeting the requirements of Applicable Law applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the BuyerPurchaser, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before Purchaser within 10 days after the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer Purchaser is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law the UCC in connection with such sales. (d) sale. The Seller and the Buyer parties hereto intend that all transfers of Sold Receivables under this Agreement constitute the sales of Receivables effected by this Assignment be sales. In connection with such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accountssale, the Seller willfurther agrees, at its own expense: (i) , on or before the Addition Date, to indicate in its books and records (and with respect to (C) below, in its computer files records) that the Sold Receivables and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer Purchaser pursuant to this AgreementAssignment, then (B) sold and assigned transferred by the Buyer Purchaser to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in Supplements for the case benefit of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account ScheduleNoteholders. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells Each of the Seller, the Depositor and assignsthe Issuer, without recourse as applicable, hereby continues the sale and/or contribution, in accordance with Section 2.01(a) of the Original Agreement, of the Receivables (except as provided in defined therein) from the date of the Original Agreement through the date hereof, which sale and/or contribution shall be governed by the terms of this Agreement from and after the date hereof. From and after the effectiveness of this Agreement), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Dateterms and provisions of this Agreement shall, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by all future obligations and rights of the Seller at parties hereunder, amend and supersede the close terms and provisions of business on the Cutoff Date Original Agreement in its entirety, (ii) the continuing rights, remedies and (B) all monies due or to become due and all amounts received obligations of the parties with respect to any of Receivables acquired under the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned Original Agreement shall be governed by the Seller at terms and provisions of this Agreement to the close of business on the applicable Additional Cutoff Datesame extent as if such Receivables had been conveyed under this Agreement, and (Biii) all monies due or references in any other Transaction Documents to become due the Original Agreement thereto shall mean and all amounts received with respect be a reference to any this Agreement; provided, however, that nothing in this Agreement shall modify on a retroactive basis the terms and provisions of the foregoing Original Agreement regarding the conditions precedent to the sales, conveyances, purchases and all proceeds (including “proceeds,” as defined payments made thereunder prior to the effective date hereof and the consideration owed in the UCC) and Recoveries respect thereof; and (iii) on each Sale Date, (A) all of its rightwhich sales, title conveyances, purchases and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofpayments are hereby ratified. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result inOn the Initial Funding Date, the creation, or an assumption by Seller shall sell and contribute to the Buyer, of any obligation of Depositor and the Servicer, Depositor shall acquire from the Seller, Ford in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto. On each subsequent Funding Date during the Funding Period, the Seller shall sell and/or contribute to the Depositor and the Depositor shall acquire from the Seller, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, Additional Receivables representing the contractual rights to be reimbursed for all of the Advances and Servicing Advances with respect to the Securitization Trusts made prior to such Funding Date not previously sold and contributed to the Depositor. On the Initial Funding Date, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto, representing the contractual rights to be reimbursed for the applicable Advances and Servicing Advances with respect to the Securitization Trusts made prior to the Initial Funding Date. On each subsequent Funding Date during the Funding Period, the Depositor shall sell and/or contribute to the Issuer and the Issuer shall acquire from the Depositor, in accordance with the procedures and subject to the terms and conditions set forth herein and in the Indenture, the Additional Receivables acquired by the Depositor on such Funding Date. Subject to the satisfaction of the Funding Conditions on each Funding Date, the Issuer shall pay to the Depositor and the Depositor shall pay to the Seller the Cash Purchase Price in respect of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or such subsequent Funding Date, as applicable, in accordance with Section 7.01 of the Indenture. The excess of (i) the aggregate amount of the Initial Receivables or Additional Receivables sold and/or contributed on the Initial Funding Date or any other Person in connection subsequent Funding Date over (ii) the Cash Purchase Price with the Accounts or the related respect to such Initial Receivables or under any related agreement Additional Receivables sold and/or contributed on the Initial Funding Date or instrument, including any obligation such subsequent Funding Date shall be a capital contribution by the Seller to any Dealers or Fordthe Depositor and by the Depositor to the Issuer (the “Contribution”). The foregoing sales are not sales Aggregate Receivables at any time of determination shall consist of the Accounts but rather are sales Initial Receivables and the Additional Receivables sold and/or contributed to the Issuer prior to such time of the Sold Receivables originated in the Accountsdetermination. (c) In connection with consideration of the foregoing salessale and/or contribution of the Initial Receivables by the Seller, on the Initial Funding Date, the Depositor shall, subject to the terms and conditions hereof and of the Indenture, pay to the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) the Cash Purchase Price with respect to the Sold Initial Receivables. In consideration of the sale of the Additional Receivables sold by the Seller, for on each Funding Date during the saleFunding Period, for UCC purposesthe Depositor shall, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in accordance with the procedures set forth herein and in the UCC)Indenture and subject to the satisfaction of the Funding Conditions, meeting pay to the requirements Seller the aggregate Cash Purchase Price with respect to the Additional Receivables sold and/or contributed by the Seller to the Depositor on such Funding Date, to the extent of Applicable Law in funds available therefor on such manner and in such jurisdictions as are necessary to perfect Funding Date. In consideration of the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case and/or contribution of the Initial AccountsReceivables by the Depositor, and (if any additional filing is necessary) on the applicable Addition Initial Funding Date, the Issuer shall, subject to the terms and conditions hereof and of the Indenture, pay to the Depositor the Cash Purchase Price with respect to the Initial Receivables and deliver to the Depositor the Trust Certificates. In consideration of the sale of the Additional Receivables by the Depositor, on each Funding Date during the Funding Period, the Issuer shall, in accordance with the procedures set forth herein and in the case Indenture and subject to the satisfaction of the Funding Conditions, pay to the Depositor the aggregate Cash Purchase Price with respect to the Additional Accounts. The Buyer is under no obligation whatsoever Receivables sold and/or contributed by the Depositor to file the Issuer on such financing statementFunding Date, or a continuation statement to the extent of funds available therefor on such financing statement, or to make any other filing under Applicable Law in connection with such salesFunding Date. (d) The On the Initial Funding Date, the Seller shall deliver to the Depositor and the Buyer intend that all transfers Depositor shall deliver to the Issuer, with copies to the Agent and the Indenture Trustee, the Funding Notice and a bxxx of Sold Receivables under this Agreement constitute sales of such Sold Receivables sale, in substantially the forms annexed as Exhibits B and not transfers of such Sold Receivables as security C hereto, respectively, for a loanthe Initial Receivables. HoweverOn each Funding Date, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, shall deliver to the Buyer a security interest in each Sold Receivable Depositor and the Related SecurityDepositor shall deliver to the Issuer, whether now owned or hereafter acquiredwith copies to the Agent and the Indenture Trustee, the Funding Notice and all monies due or to become due a bxxx of sale, in substantially the forms annexed as Exhibits B and all amounts received C hereto, respectively, with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreementAdditional Receivables to be sold and/or contributed on such Funding Date. (e) On or before In connection with the first Closing Date, in the case transfers of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional AccountsReceivables hereunder, the Seller willhereby grants to each of the Issuer, at its own expense: the Indenture Trustee and the Agent an irrevocable, non-exclusive license (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreementuse, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit without royalty or payment of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accountsany kind, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables software used by the Seller to account for the Buyer Receivables, to the extent necessary to administer the Receivables, whether such software is owned by the Seller or is owned by others and used by the Seller under this Agreementlicense agreements with respect thereto; provided, that should the consent of any licensor of the Seller to such grant of the license described herein be required, the Seller is under no obligation, and does not intend, hereby agrees upon the request of the Issuer or any assignee of the Issuer to inform use its best efforts to obtain the related Dealers consent of such sales third-party licensor and (ii) to use all documents, books, records and other information owned by the Seller (including computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to the Buyer or of Receivables and the transfer thereof by related Securitization Trusts (collectively, “Records”). The license granted hereby shall be irrevocable and shall terminate on the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof Final Payment Date. The Seller shall take such action requested by the Issuer and/or any of the Issuer ‘s assignees, from time to time hereafter, that may be necessary or appropriate to ensure that the Issuer and its assigns have an enforceable ownership interest in the Records relating to the Indenture Trustee under Receivables purchased from the IndentureSeller hereunder and an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for the Receivables and/or to recreate such Records.

Sale of Receivables. (a) The Seller sells On each Closing Date during the Commitment Period, subject to the terms and assigns, without recourse (except as provided in conditions of this Agreement), the Transferor agrees to sell to the Buyer Purchasers, and the Purchasers agree to purchase from the Transferor, a Receivables Pool and the following other property on and as of relating thereto (collectively, the dates specified below:“Purchased Property”): (i) all right, title and interest of the Transferor in, to and under each Receivable included in the applicable Receivables Pool listed on a Schedule of Receivables (the first form of which is attached as Schedule 7 to the Pool Supplement) delivered to the Purchaser on such Closing Date and all monies received thereon after the related Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Seller or the Servicer, as applicable, covering any related Financed Vehicle; (Aii) the interest of the Transferor in the security interests in the related Financed Vehicles granted by Obligors pursuant to the Receivables in the applicable Receivables Pool and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Transferor in any proceeds from claims on any physical damage, credit life, credit disability, warranties, debt cancellation agreements or other insurance policies covering the related Financed Vehicles or Obligors, including any rebates or credits of any premium or other payment with respect to any of the foregoing; (iv) all of its the Transferor’s right, title and interest in, to and under each Sold the related Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofFiles; (ii) on the applicable Addition Date, (Av) all of its right, title and interest of the Transferor in, to and under each Sold Receivable originated in each Additional Account the Master Sale Agreement and all Related Security with respect the applicable First Step Pool Supplement and First Step Receivables Assignment, including the right of the Transferor to such Sold Receivables owned by cause the Seller at to repurchase Receivables under certain circumstances and the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any right of the foregoing and all proceeds (including “proceeds,” as defined Transferor to be indemnified under the circumstances specified in the UCC) and Recoveries thereofMaster Sale Agreement; and (iii) on each Sale Date, (Avi) all present and future claims, demands, causes and choses in action in respect of its right, title and interest in, to and under each Sold Receivable originated any or all of the foregoing described in each Account on such Sale Date clauses (i) through (v) above and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business payments on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due under and all amounts received with proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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 and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofforegoing. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey, without recourse (except as expressly provided in this the Receivables Purchase Agreement), to the Buyer the following property on and as of the dates specified below: (i) Buyer, on the first Closing Date, (A) Addition Date all of its right, title and interest in, to and under each Sold Receivable originated the Receivables arising in each Initial Account connection with such Additional Accounts and all Related Security with respect to such Sold Receivables respectthereto, owned by the Seller and existing at the close of business on the Cutoff Additional Cut-Off Date and (B) thereafter created from time to time, all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) . The foregoing salessale, transfer, assignment, set-over and any subsequent sales, do conveyance does not constitute, constitute and are is not intended to result in, in the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale, the Seller will agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible chattel paper,” “, payment intangibles,” “, general intangibles” intangibles or “accounts” accounts (each as defined in the UCC), ) meeting the requirements of Applicable Law applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law the UCC in connection with such sales. (d) sale. The Seller and the Buyer parties hereto intend that all transfers of Sold Receivables under this Agreement constitute the sales of Receivables effected by this Assignment be sales. In connection with such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accountssale, the Seller willfurther agrees, at its own expense: (i) , on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this AgreementAssignment, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties pursuant to the Indenture Noteholders and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Scheduleany Series Enhancers. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey, without recourse (except as expressly provided in this the Receivables Purchase Agreement), to the Buyer the following property on and as of the dates specified below: (i) Buyer, on the first Closing Date, (A) Addition Date all of its right, title and interest in, to and under each Sold Receivable originated the Receivables arising in each Initial Account connection with such Additional Accounts and all Related Security with respect to such Sold Receivables thereto, owned by the Seller and existing at the close of business on the Cutoff Additional Cut-Off Date and (B) thereafter created from time to time, all monies due or to become due and all amounts received with respect to any of the foregoing thereto and all proceeds (including “"proceeds,” " as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and (iii) on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof. (b) . The foregoing salessale, transfer, assignment, set-over and any subsequent sales, do conveyance does not constitute, constitute and are is not intended to result in, in the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or Accounts, the related Receivables or under any related agreement or instrumentinstrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing salessuch sale, the Seller will agrees to record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, now existing and hereafter created for the sale, for UCC purposes, sale of “tangible chattel paper,” “, payment intangibles,” “, general intangibles” intangibles or “accounts” accounts (each as defined in the UCC), ) meeting the requirements of Applicable Law applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law the UCC in connection with such sales. (d) sale. The Seller and the Buyer parties hereto intend that all transfers of Sold Receivables under this Agreement constitute the sales of Receivables effected by this Assignment be sales. In connection with such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accountssale, the Seller willfurther agrees, at its own expense: (i) , on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been Security: (A) have been sold and assigned or assigned, as the case may be, to the Buyer pursuant to this AgreementAssignment, then (B) sold and assigned transferred by the Buyer to the Issuer pursuant to the Sale Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties pursuant to the Indenture Noteholders and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Scheduleany Series Enhancers. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Subject to the satisfaction of the conditions precedent set forth in Article III hereof, in consideration of the Borrower's delivery to or upon the order of the Seller sells of the Receivables Purchase Price therefor, the Seller, as to the Receivables sold on the Initial Receivables Sale Date and assignson each subsequent Receivables Sale Date, in each case pursuant to a Receivables Sale Agreement, shall sell, transfer, assign, pledge, set over and otherwise convey to the Borrower, without recourse (except as provided in this Agreementsubject to the obligations set forth herein), to the Buyer the following property on and as of the dates specified below: (i) on the first Closing Date, (A) all of its right, title and interest of the Seller in, to and under under: (a) the Receivables sold on each Sold Receivable originated such date, as listed in each Initial Account Schedule A to the relevant Receivables Sale Agreement, and all Related Security moneys received thereon after the Relevant Cutoff Date; (b) all security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables sold and any other interest of the Seller in such Financed Vehicles; (c) all proceeds and all rights to receive proceeds with respect to the Receivables sold from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors and any proceeds from the liquidation of such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofReceivables; (iid) all rights of the Seller against Dealers pursuant to Dealer Agreements and/or Dealer Assignments; (e) all rights under any Service Contracts on the applicable Addition Date, related Financed Vehicles; (Af) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold the related Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofFiles; and (iii) on each Sale Date, (Ag) all proceeds of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date any and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofforegoing. (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: (i) indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements; (ii) in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and (iii) in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Sale of Receivables. (a) The Subject to the terms and conditions hereof the Seller sells does hereby sell, transfer, assign, set over and assignsotherwise convey to the Purchaser, without recourse (except as provided in this Agreement), subject to the Buyer the following property on obligations herein) all right, title and as interest of the dates specified belowSeller in: (i) on the first Closing DateReceivables, (A) all of its rightincluding the Receivable Files, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security obligations of the Obligors thereunder, including all obligations of such Obligor with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies thereto due or to become due on or after the Cutoff Date; (ii) all Related Security and Collections with respect thereto; (iii) all amounts received other property now or hereafter in the possession or custody of, or in transit to, the Issuer, the Servicer, any Sub-Servicer or the Seller relating to any of the foregoing; (iv) all Records with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereofforegoing; and (iii) on each Sale Date, (Av) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any Proceeds of the foregoing and all proceeds (including “proceeds,” as defined in collectively the UCC) and Recoveries thereof"CEF Assets"). (b) The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford. The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts. (c) In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales. (d) The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan. However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement. (e) On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense: shall (i) indicate in its computer files that the Sold Receivables and the Related Security CEF Assets have been (A) sold and assigned to the Buyer Purchaser pursuant to this Agreement, Agreement by so identifying the CEF Assets with an appropriate notation and (Bii) sold and assigned by the Buyer deliver to the Issuer pursuant to Purchaser or its designee and the following documents (collectively, the "Receivable Files"): Receivables Sale and Servicing Agreement and Agreement (Ci) pledged by the Issuer to the Indenture Trustee for the benefit original fully executed copy of the Secured Parties pursuant to the Indenture and the Indenture SupplementsReceivable; (ii) a record or facsimile of the original credit application fully executed by the Obligor; (iii) the original certificate of title or file stamped copy of the UCC financing statement or such other documents evidencing the security interest of the Purchaser in the case of the Initial Accounts, deliver to the Buyer the Initial Account ScheduleEquipment; and (iiiiv) in the case of Additional Accountsany and all other documents relating to a Receivable, deliver to the Buyer an Additional Account Schedule. (f) The Account Schedule, as amended, supplemented Obligor or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement. (g) The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount any of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer. The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor. The Depositor and the Buyer each represents and warrants to the other that the amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale DateEquipment. (h) Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer. Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.