Common use of Conveyance of Trust Property Clause in Contracts

Conveyance of Trust Property. (a) In consideration of the Issuer's delivery to, or upon the order of, the Seller of the Notes and the Certificates in an aggregate principal amount equal to [ ]% of the Initial Pool Balance, the Seller does hereby irrevocably transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the following (collectively, the "Initial Trust Property"): (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Issuer in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts, the Certificate Interest Distribution Account, the Certificate Principal Distribution Account and all amounts, securities, investments, investment property and other property deposited in or credited to any of the foregoing, all security entitlements relating to the foregoing and all proceeds thereof; (viii) all of the Seller's rights under this Agreement; (ix) all of the Seller's rights under the Purchase Agreement, including the right of the Seller to cause Ford Credit to repurchase Receivables from the Seller; (x) payments and proceeds with respect to the Initial Receivables held by the Servicer; (xi) all property (including the right to receive Liquidation Proceeds) securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (xiii) 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, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Trust Property. (a) In consideration of the IssuerTrust's delivery to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Certificates in an aggregate principal amount equal to [ ]% of the Initial Pool Certificate Balance, respectively, the Seller does hereby irrevocably transfersells, assign transfers, assigns and otherwise convey conveys to the Issuer Trust, without recourse (subject to the obligations herein) ), all right, title and interest of the Seller, whether now owned or hereafter acquired, in in, to and to under the following (collectively, the "Initial Trust Property"): following: (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Issuer Trust in the such Financed Vehicles; (iv) rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit lifetheft, credit disability, life or other disability insurance policies covering the related Financed Vehicles or related Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts, the Certificate Interest Distribution Account, the Certificate Principal Distribution Account and all amounts, securities, investments, investment property and other property deposited in or credited to any of the foregoing, all security entitlements relating to the foregoing and all proceeds thereof; (viii) all of the Seller's rights under this Agreement; (ix) all of the Seller's rights under the Purchase Agreement, including the right of the Seller to cause Ford Credit to repurchase Receivables from the Seller; (x) payments and receive proceeds with respect to the Initial Receivables held by the Servicer; (xi) all property (including the right from recourse to receive Liquidation Proceeds) securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and other amounts relating Dealers thereon pursuant to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (xiii) 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, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.Dealer Agreements;

Conveyance of Trust Property. (a) In consideration of the Issuer's delivery to, or upon the order of, the Seller of the Notes and the Certificates in an aggregate principal amount equal to [ ]94.63% of the Initial Pool Balance, the Seller does hereby irrevocably transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the following (collectively, the "Initial Trust Property"): (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Issuer in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (v) Dealer RecourseRecourse with respect to the Initial Receivables; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts, the Certificate Interest Distribution Account, the Certificate Principal Distribution Account and all amounts, securities, investments, investment property and other property deposited in or credited to any of the foregoing, all security entitlements relating to the foregoing and all proceeds thereof; (viii) all of the Seller's rights under this Agreement, including the right to purchase Additional Receivables during the Revolving Period at a price equal to the Additional Receivables Purchase Price; (ix) all of the Seller's rights under the Purchase Agreement, including the right of the Seller to cause Ford Credit to repurchase Receivables from the Seller; (x) payments and proceeds with respect to the Initial Receivables held by the Servicer; (xi) all property (including the right to receive Liquidation Proceeds) securing an Initial Receivable (other than an Initial Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (xiii) 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, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.

Conveyance of Trust Property. (a) In consideration of the IssuerTrust's delivery to, or upon the written order of, the Seller of authenticated Notes and Certificates, in authorized denominations in aggregate principal amounts equal to the initial principal amount of the Notes and the Certificates in an aggregate principal amount equal to [ ]% of the Initial Pool Certificate Balance, respectively, the Seller does hereby irrevocably transfersells, assign transfers, assigns and otherwise convey conveys to the Issuer Trust, without recourse (subject to the obligations herein) ), all right, title and interest of the Seller, whether now owned or hereafter acquired, in in, to and to under the following (collectively, the "Initial Trust Property"): following: (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Issuer Trust in the such Financed Vehicles; (iv) rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit lifetheft, credit disability, life or other disability insurance policies covering the related Financed Vehicles or related Obligors; (v) rights to receive proceeds with respect to the Initial Receivables from recourse to Dealers thereon pursuant to Dealer RecourseAgreements; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts, the Certificate Interest Distribution Account, the Certificate Principal Distribution Account Accounts and all amounts, securities, investmentsinvestments in financial assets, investment property and other property deposited in or credited to any of the foregoing, all security entitlements relating to the foregoing and all proceeds thereof; (viii) all of the Seller's rights under this Agreement; (ix) all of the Seller's rights under Yield Supplement Agreement and the Purchase Agreement, including the right of the Seller to cause Ford Credit MMCA to repurchase Receivables from the Seller; (xix) all payments and proceeds with respect to the Initial Receivables held by the ServicerMMCA; (xix) all property (including the right to receive Liquidation Proceeds) Proceeds and Recoveries and Financed Vehicles and the proceeds thereof acquired by the Seller pursuant to the terms of an Initial Receivable that is a Final Payment Receivable), guarantees and other collateral securing an Initial Receivable (other than an Initial Receivable purchased repurchased by the Servicer or purchased by the Seller); (xiixi) rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (xiiixii) 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, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.. (b) Subject to satisfaction of the conditions set forth in Section 2.1(d), in consideration of the Indenture Trustee's delivery on or prior to any Subsequent Transfer Date to the Seller of the amount described in Section 4.8(a) to be delivered to the Seller, the Seller shall, pursuant to a Second-Tier Subsequent Assignment, irrevocably sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the obligations herein), on each Subsequent Transfer Date, all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (i) the Subsequent Receivables listed on Schedule A to the related Second-Tier Subsequent Assignment; (ii) with respect to the Subsequent Receivables that are Actuarial Receivables, monies due thereunder on or after the related Subsequent Cutoff Date (including Payaheads) and, with respect to Subsequent Receivables that are Simple Interest Receivables, monies received thereunder on or after the related Subsequent Cutoff Date; (iii) the security interests in Financed Vehicles granted by Obligors pursuant to the Subsequent Receivables and any other interest of the Seller in such Financed Vehicles; (iv) rights to receive proceeds with respect to such Subsequent Receivables from claims on any physical damage, theft, credit life or disability insurance policies covering the related Financed Vehicles or related Obligors; (v) rights to receive proceeds with respect to such Subsequent Receivables from recourse to Dealers thereon pursuant to Dealer Agreements; (vi) all of the Seller's rights to the Receivable Files that relate to such Subsequent Receivables; (vii) all payments and proceeds with respect to such Subsequent Receivables held by the Servicer; (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 Subsequent Receivable that is a Final Payment Receivable), guarantees and other collateral securing a Subsequent Receivable (other than a Subsequent Receivable repurchased by the Servicer or purchased by the Seller); (ix) all of the Seller's rights under the related First Tier Subsequent Assignment; (x) rebates of premiums and other amounts relating to insurance policies and other items financed under such Subsequent Receivables in effect as of the related Subsequent Cutoff Date; and (xi) 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, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (c) It is the intention of the Seller and the Trust that the transfers of the Trust Property contemplated by Sections 2.1(a) and any Second-Tier Subsequent Assignments executed pursuant to Section 2.1(b) constitute sales of the Trust Property, conveying good title to the Trust Property from the Seller to the Trust. However, in the event that such transfers are deemed to be pledges, the Seller hereby grants to the Trust a first priority security interest in all of the Seller's right, title and interest in, to and under the Trust Property, and all proceeds thereof, to secure a loan deemed to have been made by the Trust to the Seller in an amount equal to the sum of the initial principal amount of the Notes plus accrued interest thereon and the Initial Certificate Balance. (d) The Seller shall sell, transfer, assign and otherwise convey to the Trust on any Subsequent Transfer Date the Subsequent Receivables and the other property and rights related thereto described in Section 2.1(b) only upon the satisfaction of each of the following conditions on or prior to such Subsequent Transfer Date: (i) the Seller shall have provided the Indenture Trustee, the Owner Trustee and the Rating Agencies (A) written notification of the addition of such Subsequent Receivables at least five (5) Business Days prior to the Subsequent Transfer Date and (B) on or prior to the Subsequent Transfer Date, a statement listing the approximate aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date and any other information reasonably requested by any of the foregoing; (ii) the Seller shall have delivered to each of the Owner Trustee and the Indenture Trustee a duly executed written assignment in substantially the form of Exhibit E hereto (the "Second-Tier Subsequent Assignment"), which shall include a Schedule A attached thereto listing the related Subsequent Receivables; (iii) the Seller shall, to the extent required by Section 4.2, have deposited in the Collection Account all collections in respect of the Subsequent Receivables that are property of the Trust; (iv) as of such Subsequent Transfer Date: (A) the Seller shall not be insolvent and shall not become insolvent as a result of the transfer of Subsequent Receivables on such Subsequent Transfer Date, (B) the Seller shall not intend to incur or believe that it would incur debts that would be beyond the Seller's ability to pay as such debts matured, (C) such transfer shall not be made by the Seller with actual intent to hinder, delay or defraud any Person and (D) the assets of the Seller shall not constitute unreasonably small capital to carry out its business as conducted; (v) the applicable Subsequent Reserve Account Deposit for such Subsequent Transfer Date shall have been made; (vi) the applicable Subsequent Payahead Account Deposit for such Subsequent Transfer Date shall have been made; (vii) the applicable Subsequent Yield Supplement Account Deposit for such Subsequent Transfer Date shall have been made; (viii) the Receivables, including the Subsequent Receivables to be conveyed to the Trust on the Subsequent Transfer Date, shall meet the following criteria as of the related Subsequent Cutoff Date: (A) the weighted average remaining maturity of the Receivables will not be more than 51 months; and (B) the aggregate principal balance of the Last Scheduled Payments as a percentage of the Pool Balance will not be greater than 26.0%; (ix) the Pre-Funding Period shall not have terminated prior to the Subsequent Transfer Date; (x) each of the representations and warranties made by the Seller pursuant to Sections 2.2 and 6.1 of this Agreement and by MMCA pursuant to Section 3.2 of the Purchase Agreement, with respect to the Seller, MMCA or the Subsequent Receivables, as applicable, shall be true and correct as of the date as of which such representations and warranties are made; (xi) the Seller shall, at its own expense, on or prior to the Subsequent Transfer Date, indicate in its computer files that the Subsequent Receivables have been sold to the Trust pursuant to this Agreement and the related Second-Tier Subsequent Assignment and deliver to the Owner Trustee the related Schedule of Subsequent Receivables certified by an officer of the Seller to be true, correct and complete; (xii) the Seller shall have taken any action required to maintain the first perfected ownership interest of the Trust in the Trust Property and the first perfected security interest of the Indenture Trustee in the Collateral; (xiii) no selection procedures believed by the Seller to be adverse to the interests of the Trust, the Noteholders or the Certificateholders shall have been utilized in selecting the Subsequent Receivables; (xiv) the addition of the Subsequent Receivables will not result in a material adverse tax consequence to the Trust, the Noteholders or the Certificateholders; (xv) the Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel relating to the security interests of the Owner Trustee and the Indenture Trustee in the Subsequent Receivables in substantially the form of the Opinion of Counsel delivered the Owner Trustee, the Indenture Trustee and the Rating Agencies regarding such matters on the Closing Date; (xvi) the Seller shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition specified in this Section 2.1(c) (substantially in the form attached as Annex A to the form of Second- Tier Subsequent Assignment attached hereto as Exhibit E); (xvii) all the conditions to the transfer of the Subsequent Receivables by MMCA to the Seller specified in Section 4.1(b) of the Purchase Agreement shall be satisfied; and (xviii) the Servicer shall have provided to each of the Trust and the Indenture Trustee the Officer's Certificate required to be provided by the Servicer pursuant to Section 2.4. (e) The Seller agrees to transfer to the Trust, pursuant to Section 2.1(b), Subsequent Receivables with an aggregate Principal Balance as of the related Subsequent Cutoff Dates of approximately $118,385,086.70, subject only to availability thereof. (f) The sales, transfers, assignments and conveyances of the Trust Property made under Sections 2.1(a) and (b) shall not constitute and are not intended to result in an assumption by the Trust of any obligation of the Seller to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property or any agreement, document or instrument related thereto. SECTION 2.2

Conveyance of Trust Property. (a) In consideration of the Issuer's delivery to, or upon the order of, the Seller of the Notes and the Certificates in an aggregate principal amount equal to [ ]96.63% of the Initial Pool Balance, the Seller does hereby irrevocably transfer, assign and otherwise convey to the Issuer without recourse (subject to the obligations herein) all right, title and interest of the Seller, whether now owned or hereafter acquired, in and to the following (collectively, the "Initial Trust Property"): (i) the Initial Receivables; (ii) with respect to Initial Receivables that are Actuarial Receivables, monies due thereunder on or after the Initial Cutoff Date (including Payaheads) and, with respect to Initial Receivables that are Simple Interest Receivables, monies due or received thereunder on or after the Initial Cutoff Date; (iii) the security interests in the Financed Vehicles granted by Obligors pursuant to the Initial Receivables and any other interest of the Issuer in the Financed Vehicles; (iv) rights to receive proceeds with respect to the Initial Receivables from claims on any physical damage, credit life, credit disability, or other insurance policies covering Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable Files that relate to the Initial Receivables; (vii) the Trust Accounts, the Certificate Interest Distribution Account, the Certificate Principal Distribution Account and all amounts, securities, investments, investment property and other property deposited in or credited to any of the foregoing, all security entitlements relating to the foregoing and all proceeds thereof; (viii) all of the Seller's rights under this Agreement; (ix) all of the Seller's rights under the Purchase Agreement, including the right of the Seller to cause Ford Credit to repurchase Receivables from the Seller; (x) payments and proceeds with respect to the Initial Receivables held by the Servicer; (xi) all property (including the right to receive Liquidation Proceeds) securing an Initial a Receivable (other than an Initial a Receivable purchased by the Servicer or purchased by the Seller); (xii) rebates of premiums and other amounts relating to insurance policies and other items financed under the Initial Receivables in effect as of the Initial Cutoff Date; and (xiii) 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, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.