2012-B Collateral means (a) the Trust Property, (b) the Issuer’s rights under the 2012-B Basic Documents, (c) all present and future claims, demands, causes of action and choses in action in respect of the foregoing, (d) all rights, powers and options (but none of the obligations) of the Issuer as Holder of the 2012-B Exchange Note, including the right of the Issuer to receive payments with respect to the 2012-B Exchange Note and (e) all payments on or under and all
This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the 2012-B Collateral in favor of the Indenture Trustee which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.
The Issuer intends that Notes that are owned or beneficially owned by a Person other than Ford Credit or its Affiliates will be indebtedness of the Issuer, secured by the 2012-B Collateral, for U.S. federal, State and local income and franchise tax purposes.
In determining whether to maintain possession of all or any portion of the 2012-B Collateral, the Indenture Trustee may obtain and rely upon an opinion of a nationally recognized Independent investment banking firm or firm of certified public accountants as to the feasibility of such proposed action and as to the sufficiency of the 2012-B Collateral for such purpose.
Nothing in this Indenture or in the Notes, express or implied, will give to any Person, other than the parties to this Indenture and their successors under this Indenture, and the 2012-B Secured Parties and any other party with rights to payments or distributions under this Indenture, and any other Person with an ownership interest in any portion of the 2012-B Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.
Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders will be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any of the 2012-B Collateral.