Common use of Sale of Sold Receivables Clause in Contracts

Sale of Sold Receivables. The Depositor sells and assigns, without recourse (except as provided in the Sale and Servicing Agreement), to the Issuer, on the Addition Date all of its right, title and interest in, to and under the Sold Receivables originated in such Additional Accounts and all Related Security with respect to any of the foregoing owned by the Depositor at the close of business on the applicable Additional Cutoff Date, and thereafter originated from time to time, 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. The foregoing sale and assignment does not constitute and is not intended to result in the creation, or an assumption by the Issuer, of any obligation of the Servicer, the Depositor, Ford or any other Person in connection with the Accounts or related Sold Receivables, or under any agreement or instrument relating to such Receivables, including any obligation to any Dealers or Ford. In connection with such sale, the Depositor 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 related Sold Receivables now existing and hereafter created 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 related Sold Receivables and the Related Security to the Issuer, and to deliver a file stamped copy of such financing statement or other evidence of such filing to the Issuer on or before the Addition Date. The Issuer is under no obligation 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 to this Assignment intend that the sales of related Sold Receivables effected by this Assignment be sales. In connection with such sale, the Depositor further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been (a) sold or assigned to the Issuer pursuant to this Assignment and (b) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties.

Sale of Sold Receivables. The Depositor Seller sells and assigns, without recourse (except as provided in the Sale and Servicing Receivables Purchase Agreement), to the IssuerBuyer, on the Addition Date all of its right, title and interest in, to and under the Sold Receivables originated in such Additional Accounts and all Related Security with respect to any of the foregoing owned by the Depositor Seller at the close of business on the applicable Additional Cutoff Date, and thereafter originated from time to time, 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. The foregoing sale and assignment does not constitute and is not intended to result in the creation, or an assumption by the IssuerBuyer, of any obligation of the Servicer, the DepositorSeller, Ford or any other Person in connection with the Accounts or related Sold Receivables, Receivables or under any agreement or instrument relating to such Receivables, including any obligation to any Dealers or Ford. In connection with such sale, the Depositor 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 related Sold Receivables 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 in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, assignment of the related Sold Receivables and the Related Security to the IssuerBuyer, and to deliver a file file-stamped copy of such financing statement or other evidence of such filing to the Issuer Buyer on or before the Addition Date. The Issuer Buyer is under no obligation 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 to this Assignment intend that the sales of related Sold Receivables effected by this Assignment be sales. In connection with such sale, the Depositor Seller further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been (a) sold or assigned, as the case may be, to the Buyer pursuant to this Assignment, (b) sold and assigned by the Buyer to the Issuer pursuant to this Assignment the Sale and Servicing Agreement and (bc) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties.