Common use of Sale of Receivables Clause in Contracts

Sale of Receivables. The Originator is, as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on the Closing Date, and will be, as of the time of the transfer to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase Date, the sole owner of such Receivable, free from any lien, security interest, encumbrance or other right, title or interest of any Person. Each Receivable existing on the Closing Date has been, and in the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables to the Originator on the Closing Date, and the Originator will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets by the Purchaser pursuant to this Agreement and the security interest created pursuant to the Loan Agreement. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereof.

Sale of Receivables. a. On the Initial Funding Date, 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, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect 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 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, (1) Additional Receivables representing the contractual rights to be reimbursed for all of the Delinquency Advances and Servicing Advances with respect to the Securitization Trusts made prior to such Funding Date and not previously sold to the Depositor and (2) all moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of the Seller to enforce such Initial Receivables and any Additional 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, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect 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 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 moneys due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all the rights of the Seller to enforce such Additional Receivables under each Servicing Contract. The Originator ispurchase 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 Section 2.01. Any reference to the sale, transfer, conveyance or contribution of any Receivables 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. Subject to the satisfaction of the time of the transfer to ------------------- the Purchaser of Funding Conditions on each Receivable being sold or contributed to the Purchaser on the Closing Funding Date, and will be, as of the time of the Issuer shall transfer to the Purchaser of each Receivable sold Depositor or contributed accept as a capital contribution, or any combination thereof, an amount equal to the Purchaser on any subsequent Purchase Date, Aggregate Value in respect of the sole owner of such Receivable, free from any lien, security interest, encumbrance or other right, title or interest of any Person. Each Receivable existing Initial Receivables sold on the Closing Initial Funding Date has been, and in deliver to the case of Depositor the Trust Certificates or Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase each subsequent Funding Date, conveyed as applicable, in accordance with Section 7.01 of the Indenture and the Depositor shall pay to the Purchaser free and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under Seller the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables to the Originator on the Closing Date, and the Originator will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed Aggregate Value in respect of and covering the purchase of Initial Receivables sold on the Purchased Assets by Initial Funding Date or Additional Receivables sold on each subsequent Funding Date, as applicable, in accordance the Purchaser pursuant to this Agreement and the security interest created pursuant to the Loan Agreement. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereofterms hereof.

Sale of Receivables. The Originator is, as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on On the Closing Date, and will be, as of simultaneously with the time of the transfer transactions to be consummated pursuant to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase DateIndenture, the sole owner of such ReceivableSale and Servicing Agreement and the Trust Agreement, free from any lienthe Seller shall sell, security interesttransfer, encumbrance or other right, title or interest of any Person. Each Receivable existing on the Closing Date has been, assign and in the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed otherwise convey to the Purchaser, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and 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 the Receivables and 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 those filed 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 the assignment as of the Receivables to the Originator on the Closing Cutoff Date; and (x) all present and future claims, demands, causes of action and the Originator will not execute nor will there be on file choses in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed action in respect of and covering the purchase any or all of the Purchased Assets by the Purchaser pursuant to this Agreement foregoing and the security interest created pursuant to the Loan Agreement. All filings all payments on or under and recordings (including pursuant to the UCC) required to perfect the title all proceeds of every kind and nature whatsoever in respect of any or all of the Purchaser in each Purchased Asset sold foregoing, including all proceeds of the conversion thereof, voluntary or contributed hereunder have been accomplished involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and are in full force every kind and effect other forms of obligations and the Originator shallreceivables, at its expense, perform all acts instruments and execute all documents necessary or reasonably requested by the Purchaser or the Administrator other property which at any time and from time to time to evidence, perfect, maintain and enforce constitute all or part of or are included in the title or the security interest proceeds of any of the Purchaser or the Administrator in the Purchased Assets and the priority thereof.foregoing. (b)

Sale of Receivables. The Originator is, as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on On the Closing Date, and will be, as of the time of the transfer subject to the Purchaser terms and conditions of each Receivable sold or contributed this Agreement, the Seller shall sell, transfer, assign and otherwise convey to the Purchaser, without recourse, and the Purchaser on any subsequent Purchase Dateshall purchase, the sole owner of such Receivable, free from any lien, security interest, encumbrance or other all right, title or and interest of any Person. Each Receivable existing on the Closing Date has beenSeller, whether now owned or hereafter acquired, in and to the following: (i) the Receivables, and all monies due thereunder on or after the Cutoff Date; (ii) all of the Seller's the security interests in the case Financed Vehicles; (iii) all of Additional Receivables sold the Seller's rights to receive proceeds from claims on physical damage, credit life and disability insurance policies covering Financed Vehicles or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed Obligors; (iv) the rights of recourse of the Seller against Dealers arising out of breaches by Dealers with respect to the Purchaser free Receivables; (v) all of the Seller's rights to all documents contained in the Receivable Files; (vi) all property (including the right to receive future liquidation proceeds and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdictionRecoveries) now on file or registered in any public office filed that secures a Receivable and that will have been acquired by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or Indenture Trustee; and (vii) all proceeds of any Subsidiary and all of the Originator covering any interest of any kind foregoing. The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables to the Originator on the Closing Date, and the Originator will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets an assumption by the Purchaser pursuant of any obligation of the Seller to this Agreement the Obligors, the Dealers or any other Person in connection with the Receivables and the security interest created pursuant to the Loan Agreementproperty transferred under this Section 2.1(a) or any agreement, document or instrument related thereto. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereof.b)

Sale of Receivables. (a) On the Initial Funding Date, 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, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect 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 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, (1) Additional Receivables representing the contractual rights to be reimbursed for all of the Delinquency Advances and Servicing Advances with respect to the Securitization Trusts made prior to such Funding Date and not previously sold to the Depositor and (2) all moneys due or to become due and all amounts received or receivable with respect 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 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 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, assign, transfer, pledge or convey all Receivables with respect to the Mortgage Loans included in the Xxxxxxx Mac Pool 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, (1) the Initial Receivables described in the initial Funding Date Report attached as Exhibit A hereto and (2) all moneys due or to become due and all amounts received or receivable with respect 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 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 moneys due or to become due and all amounts received or receivable with respect 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 Originator ispurchase 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 time of the transfer to ------------------- the Purchaser of Funding Conditions on each Receivable being sold or contributed to the Purchaser on the Closing Funding Date, and will be, as of the time of the Issuer shall transfer to the Purchaser of each Receivable sold Depositor or contributed accept as a capital contribution, or any combination thereof, an amount equal to the Purchaser Aggregate Value in respect of the Initial Receivables sold on any the Initial Funding Date or Additional Receivables sold on each subsequent Purchase Funding Date, as applicable, in accordance with Section 7.01 of the Indenture and 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 sole owner Issuer shall pay, subject to the terms and conditions hereof and of such Receivablethe Indenture, free from any liento 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, security interestthe Issuer shall, encumbrance or other right, title or interest of any Person. Each Receivable existing on in accordance with the Closing Date has been, procedures set forth herein and in the case Indenture and subject to the satisfaction of the Funding Conditions and this Agreement, pay to the Depositor the Aggregate Value with respect to the Additional Receivables sold or and/or contributed hereafter, by the Depositor to the Issuer on such Additional Receivables will be, on the applicable Purchase Funding Date, conveyed to the Purchaser free and clear extent of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now funds available therefor on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables to the Originator on the Closing such Funding Date, and the Originator will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets by the Purchaser pursuant to this Agreement and the security interest created pursuant to the Loan Agreement. All filings and recordings (including pursuant to the UCC) required to perfect the title of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereof.

Sale of Receivables. The Originator isSeller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as of expressly provided in the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed Receivables Purchase Agreement), to the Purchaser Buyer, on the Closing Date, and will be, as Addition Date all of the time of the transfer to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase Date, the sole owner of such Receivable, free from any lien, security interest, encumbrance or other its right, title and interest in, to and under the Receivables arising in connection with such Additional Accounts and all Related Security with respect thereto, owned by the Seller and existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time, all monies due or interest to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any Personobligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers or Ford. Each Receivable In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing on and hereafter created for the Closing Date has beensale of chattel paper, payment intangibles, general intangibles or accounts (as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free sale and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables and the Related Security to the Originator 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 Closing Addition Date. 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 the UCC in connection with such sale. The parties hereto intend that the sales of Receivables effected by this Assignment be sales. In connection with such sale, the Seller further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Receivables and the Originator will not execute nor will there be on file in any public office any effective financing statement Related Security: (A) have been sold or similar statement or instrument of registration under assigned, as the laws of any jurisdiction) or statements relating case may be, to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets by the Purchaser Buyer pursuant to this Agreement and Assignment, then (B) transferred by the security interest created Buyer to the Issuer pursuant to the Loan Agreement. All filings Transfer and recordings Servicing Agreement and then (including C) pledged by the Issuer to the Indenture Trustee pursuant to the UCC) required to perfect Indenture for the title benefit of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished Noteholders and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereofSeries Enhancers.

Sale of Receivables. The Originator is, as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on On the Closing Date, and will be, as of simultaneously with the time of the transfer transactions to be consummated pursuant to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase DateIndenture, the sole owner of such ReceivableSale and Servicing Agreement and the Trust Agreement, free from any lienthe Seller shall sell, security interesttransfer, encumbrance or other right, title or interest of any Person. Each Receivable existing on the Closing Date has been, assign and in the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed otherwise convey to the Purchaser, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and 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 the Receivables and 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 those filed 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 the assignment as of the Receivables to the Originator on the Closing Cutoff Date; and (x) all present and future claims, demands, causes of action and the Originator will not execute nor will there be on file choses in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed action in respect of and covering the purchase any or all of the Purchased Assets by the Purchaser pursuant to this Agreement foregoing and the security interest created pursuant to the Loan Agreement. All filings all payments on or under and recordings (including pursuant to the UCC) required to perfect the title all proceeds of every kind and nature whatsoever in respect of any or all of the Purchaser in each Purchased Asset sold foregoing, including all proceeds of the conversion thereof, voluntary or contributed hereunder have been accomplished involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and are in full force every kind and effect other forms of obligations and the Originator shallreceivables, at its expense, perform all acts instruments and execute all documents necessary or reasonably requested by the Purchaser or the Administrator other property which at any time and from time to time to evidence, perfect, maintain and enforce constitute all or part of or are included in the title or the security interest proceeds of any of the Purchaser or the Administrator in the Purchased Assets and the priority thereofforegoing.

Sale of Receivables. The Originator isSeller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as of expressly provided in the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed Receivables Purchase Agreement), to the Purchaser Buyer, on the Closing Date, and will be, as Addition Date all of the time of the transfer to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase Date, the sole owner of such Receivable, free from any lien, security interest, encumbrance or other its right, title and interest in, to and under the Receivables arising in connection with such Additional Accounts and all Related Security with respect thereto, owned by the Seller and existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time, all monies due or interest to become due and all amounts received with respect thereto and all proceeds (including "proceeds" as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any Person. Each Receivable obligation of the Servicer, the Seller, Nissan Motor Company Ltd., Nissan North America Inc. or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers or Nissan North America Inc. In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing on and hereafter created for the Closing Date has beensale of chattel paper, payment intangibles, general intangibles or accounts (as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free sale and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables and the Related Security to the Originator 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 Closing Addition Date. 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 the UCC in connection with such sale. The parties hereto intend that the sales of Receivables effected by this Assignment be sales. In connection with such sale, the Seller further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Receivables and the Originator will not execute nor will there be on file in any public office any effective financing statement Related Security: (A) have been sold or similar statement or instrument of registration under assigned, as the laws of any jurisdiction) or statements relating case may be, to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets by the Purchaser Buyer pursuant to this Agreement and Assignment, then (B) transferred by the security interest created Buyer to the Issuer pursuant to the Loan Agreement. All filings Transfer and recordings Servicing Agreement and then (including C) pledged by the Issuer to the Indenture Trustee pursuant to the UCC) required to perfect Indenture for the title benefit of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished Noteholders and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereofSeries Enhancers.

Sale of Receivables. The Originator is, as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on On the Closing Date, and will be, as of the time of the transfer subject to the Purchaser terms and conditions of each Receivable sold or contributed to the Purchaser on any subsequent Purchase Datethis Agreement, the sole owner of such ReceivableSeller shall sell, free from any lientransfer, security interest, encumbrance or other right, title or interest of any Person. Each Receivable existing on the Closing Date has been, assign and in the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed otherwise convey to the Purchaser, other than those filed without recourse, and the Purchaser shall purchase, all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to effect the assignment following: (i) the Receivables, and all monies due thereunder on or after the Cutoff Date (including any monies received prior to the Cutoff Date that are due on or after the Cutoff Date and were not used to reduce the principal balance of the Receivables but excluding Excess Amounts); (ii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Originator Receivables; (iii) all of the Seller's rights to receive proceeds from claims on physical damage, credit life and disability insurance policies covering Financed Vehicles or the Closing Date, Obligors; (iv) the rights of recourse of the Seller against Dealers arising out of breaches by Dealers with respect to the Receivables; (v) all of the Seller's rights to all documents contained in the Receivable Files; and the Originator will not execute nor will there be on file in any public office any effective financing statement (or similar statement or instrument of registration under the laws vi) all proceeds of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase all of the Purchased Assets foregoing. The sale, transfer, assignment and conveyance made hereunder shall not constitute and is not intended to result in an assumption by the Purchaser pursuant of any obligation of the Seller to this Agreement the Obligors, the Dealers or any other Person in connection with the Receivables and the security interest created pursuant to the Loan Agreement. All filings and recordings (including pursuant to the UCCproperty transferred under this Section 2.1(a) required to perfect the title of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished and are in full force and effect and the Originator shallany agreement, at its expense, perform all acts and execute all documents necessary document or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereofinstrument related thereto.

Sale of Receivables. The Originator isSeller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as of expressly provided in the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed Receivables Purchase Agreement), to the Purchaser Buyer, on the Closing Date, and will be, as Addition Date all of the time of the transfer to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase Date, the sole owner of such Receivable, free from any lien, security interest, encumbrance or other its right, title and interest in, to and under the Receivables arising in connection with such Additional Accounts and all Related Security with respect thereto, owned by the Seller and existing at the close of business on the Additional Cut-Off Date and thereafter created from time to time, all monies due or interest to become due and all amounts received with respect thereto and all proceeds (including "proceeds," as defined in the UCC) and Recoveries thereof. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any Personobligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers or Ford. Each Receivable In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing on and hereafter created for the Closing Date has beensale of tangible chattel paper, payment intangibles, general intangibles or accounts (as defined in the UCC) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free sale and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, other than those filed to effect the assignment of the Receivables and the Related Security to the Originator 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 Closing Addition Date. 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 the UCC in connection with such sale. The parties hereto intend that the sales of Receivables effected by this Assignment be sales. In connection with such sale, the Seller further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Receivables and the Originator will not execute nor will there be on file in any public office any effective financing statement Related Security: (A) have been sold or similar statement or instrument of registration under assigned, as the laws of any jurisdiction) or statements relating case may be, to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets by the Purchaser Buyer pursuant to this Agreement and Assignment, then (B) transferred by the security interest created Buyer to the Issuer pursuant to the Loan Agreement. All filings Transfer and recordings Servicing Agreement and then (including C) pledged by the Issuer to the Indenture Trustee pursuant to the UCC) required to perfect Indenture for the title benefit of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished Noteholders and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereofSeries Enhancers.

Sale of Receivables. The Originator isSeller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on the Closing Date, and will be, as of the time of the transfer to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase Date, the sole owner of such Receivable, free from any lien, security interest, encumbrance or other right, title or interest of any Person. Each Receivable existing on the Closing Date has been, and expressly provided in the case of Additional Receivables sold or contributed hereafterPurchase Agreement), such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed to the Purchaser, on the Addition Date (a) all of its right, title and interest in, to and the Receivable existing in 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 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 than those filed 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 (f) all monies due or to become due and all amounts received with respect thereto and all proceeds thereof (including “proceeds,” as defined in the UCC as in effect in the applicable jurisdiction) and Recoveries with respect thereto. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation, or an assumption by the Purchaser, of any obligation of the Servicer, the Seller, GM or any other Person in connection with the Accounts, the related Receivables or under any agreement or instrument relating thereto, including any obligation to any Dealers or GM. In connection with such sale, to the extent necessary giving effect to UCC financing statements already filed, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the Receivables now existing and hereafter created for the sale of “instruments”, “chattel paper”, “general intangibles”, “payment intangibles” or “accounts” (as defined in the UCC as in effect in the applicable jurisdiction) meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Receivables and the Related Security to the Originator Purchaser, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Purchaser within 10 days after the Addition Date. The 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 the UCC in connection with such sale. The parties hereto intend that the sales of Receivables effected by this Assignment be sales. In connection with such sale, the Seller further agrees, at its own expense, on or before the Closing Addition Date, to indicate in its books and records (and with respect to (C) below, in its computer records) that the Receivables and the Originator will not execute nor will there be on file in any public office any effective financing statement Related Security: (A) have been sold or similar statement or instrument of registration under assigned, as the laws of any jurisdiction) or statements relating case may be, to such Purchased Assets, except in each case any financing statements filed in respect of and covering the purchase of the Purchased Assets by the Purchaser pursuant to this Agreement and Assignment, then (B) transferred by the security interest created Purchaser to the Issuer pursuant to the Loan Agreement. All filings Transfer and recordings Servicing Agreement and then (including C) pledged by the Issuer to the Indenture Trustee pursuant to the UCC) required to perfect Indenture and the title Indenture Supplements for the benefit of the Purchaser in each Purchased Asset sold or contributed hereunder have been accomplished and are in full force and effect and the Originator shall, at its expense, perform all acts and execute all documents necessary or reasonably requested by the Purchaser or the Administrator at any time and from time to time to evidence, perfect, maintain and enforce the title or the security interest of the Purchaser or the Administrator in the Purchased Assets and the priority thereofNoteholders.

Sale of Receivables. The Originator is, as of the time of the transfer to ------------------- the Purchaser of each Receivable being sold or contributed to the Purchaser on On the Closing Date, and will be, as of simultaneously with the time of the transfer transactions to be consummated pursuant to the Purchaser of each Receivable sold or contributed to the Purchaser on any subsequent Purchase DateIndenture, the sole owner of such ReceivableSale and Servicing Agreement and the Trust Agreement, free from any lienthe Seller shall sell, security interesttransfer, encumbrance or other right, title or interest of any Person. Each Receivable existing on the Closing Date has been, assign and in the case of Additional Receivables sold or contributed hereafter, such Additional Receivables will be, on the applicable Purchase Date, conveyed to the Purchaser free and clear of any Lien. There is no effective financing statement (or similar statement or instrument of registration under the law of any jurisdiction) now on file or registered in any public office filed by or against the Originator or any Subsidiary of the Originator or purporting to be filed on behalf of the Originator or any Subsidiary of the Originator covering any interest of any kind in any Purchased Assets which are being, or which hereafter will be, sold or contributed otherwise convey to the Purchaser, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and 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 the Receivables and 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 those filed 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 the assignment as of the Receivables to the Originator on the Closing Cutoff Date; and (x) all present and future claims, demands, causes of action and the Originator will not execute nor will there be on file choses in any public office any effective financing statement (or similar statement or instrument of registration under the laws of any jurisdiction) or statements relating to such Purchased Assets, except in each case any financing statements filed action in respect of and covering the purchase any or all of the Purchased Assets by the Purchaser pursuant to this Agreement foregoing and the security interest created pursuant to the Loan Agreement. All filings all payments on or under and recordings (including pursuant to the UCC) required to perfect the title all proceeds of every kind and nature whatsoever in respect of any or all of the Purchaser in each Purchased Asset sold foregoing, including all proceeds of the conversion thereof, voluntary or contributed hereunder have been accomplished involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and are in full force every kind and effect other forms of obligations and the Originator shallreceivables, at its expense, perform all acts instruments and execute all documents necessary or reasonably requested by the Purchaser or the Administrator other property which at any time and from time to time to evidence, perfect, maintain and enforce constitute all or part of or are included in the title or the security interest proceeds of any of the Purchaser or the Administrator in the Purchased Assets and the priority thereofforegoing.