Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement,” as defined under Rule 405 of the Securities Act, that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof, and each of the Company and the Guarantor are eligible to use the Registration Statement as an automatic shelf registration statement to register the offer and sale of the securities; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company or the Guarantor. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or the Guarantor or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading; no order preventing or suspending the use of the Prospectus has been issued by the Commission; and as of the date of the Prospectus, the date of any amendment or supplement thereto, and the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Depositor Company nor the Guarantor makes no any representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit the Company or the Depositor Guarantor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus Prospectus, and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as applicable requirements of the Time of SaleSecurities Act, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the applicable requirements of the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantors make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 9(c) hereof.

Registration Statement and Prospectus. The Company is eligible to use Form N-2. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act, the applicable rules and regulations of the Commission thereunder, the Investment Company Act and the Rules and Regulations and Trust Indenture Act of 1939, as amended (the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale“TIA”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus and any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the TIA or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 8(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared became effective by upon filing with the Commission under Rule 462(e) under the Securities Act on November 9, 2018 and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act; no stop . No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; the Registration Statement and as of the Prospectus Effective Date complies, and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and thereto as of the date of the Prospectus Supplement it becomes effective will comply, in all material respects respects, with the requirements of the Securities Act Act, as amended, and the Rules rules and Regulations regulations of the Commission thereunder, and the Registration Statement, as of the Effective Date did not, at the time the Registration Statement became effective or and any amendment thereto as of the Time of Sale, and date it becomes effective will not, on the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus, as of the date of the prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement to the Prospectus, as of the date of such amendment or supplement, will not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Bank makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act (as defined in Section 1(a)(xviii)) or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Bank in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Trust Indenture Act of 1939, as amended, and the Rules rules and Regulations regulations of the Commission thereunder (collectively, the “Trust Indenture Act”) and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleSecurities Act, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such an Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the 1933 Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the 1933 Act has been received by the Commission under the Securities Act; no stop Issuer. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the 1933 Act against the Issuer or related to the offering of the Notes has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and complied and, as of the Time of Sale compliedthen amended or supplemented, and as of the date of the Prospectus Supplement if applicable, will comply, comply in all material respects with the Securities 1933 Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and, as then amended or supplemented, if applicable, will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Time, the Prospectus Prospectus, as then amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Issuer makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Issuer in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (A) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (B) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 6(b) hereof.

Registration Statement and Prospectus. The Ordinary Shares are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on 10 March,2025, 2025 (the “Effective Date”), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement has been declared is effective by the Commission under the Securities Act; Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceeding proceedings for that purpose has have been instituted or, to the knowledge of the DepositorCompany, are threatened by the Commission. The Company, if required by the rules and regulations of the Registration Statement and Commission, shall file the Prospectus and any amendment thereto, at Supplement with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective and as of the Time of Sale compliedeffective, and as of at the date of this Agreement and at the Prospectus Supplement Closing Date, the Registration Statement and any amendments thereto conformed and will comply, conform in all material respects with to the requirements of the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of Prospectus, Prospectus Supplement and any amendments or supplements thereto, at the time the Prospectus, Prospectus and Supplement or any amendment or supplement thereto was issued and on at the date Closing Date, conformed and will conform in all material respects to the requirements of this Agreement, the Prospectus Securities Act and did not and will not contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”) and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this Agreement, Closing Date the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof, and the Company is eligible to use the Registration Statement as an automatic shelf registration statement to register the offer and sale of the Securities; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading; no order preventing or suspending the use of the Prospectus has been issued by the Commission; and as of the date of the Prospectus, the date of any amendment or supplement thereto, and the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus Prospectus, and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus complied with and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the requirements of the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus complied in all material respects with the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAInformation.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this Agreement, Closing Date the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 6(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined in Rule 405 that was filed within the last three years and was effective upon filing with the Commission; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been declared effective received by the Commission under the Securities Act; no stop Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this Agreement, Closing Date the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and representation, warranty or covenant with respect to any statements or omissions made in reliance upon and in conformity with written information relating to any Underwriter furnished to Ford Credit or the Depositor in writing Company by such any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 9(b) hereof. There are no current or pending actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement Statement, the General Disclosure Package or the Prospectus that are not so described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, and any amendment there are no contracts or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 other documents that are required under the Securities Act, Act to be filed as set forth in the General Instructions to Form S-3, have been satisfied with respect exhibits to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties that are not so filed as exhibits to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIARegistration Statement.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto to the Prospectus and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon on and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and to the Prospectus. The conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order of the Commission preventing or suspending the use of the Preliminary Prospectus or the effectiveness of the Registration Statement has been issued by the Commission and no proceeding proceedings for that such purpose has have been instituted or, to the Company’s knowledge of the Depositorafter due inquiry, are threatened by the Commission, and ; the Registration Statement and the Prospectus and any amendment theretoBase Prospectus, at the time of filing thereof, complied in all material respects with the requirements of the Act; the Registration Statement complied when it became effective effective, complies and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, at the Closing Time, in all material respects with the Securities requirements of the Act and the Rules Prospectus will comply, as of its date and Regulations and the Registration Statement, did not, at the time Closing Time, in all material respects with the requirements of the Act; the conditions to the use of Form S-3 have been satisfied; the Registration Statement did not when it became effective or as of the Time of Sale, and will not, on the Closing Date, does not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; misleading and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not not, as of its date and at the Closing Time, contain any an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation . The representations and warranty with respect warranties in this subsection shall not apply to any statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Underwriters expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post- effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of any Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 9(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company Parties. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against any Company Party or related to the offering of the Notes has been instituted orbeen, to the knowledge of the Depositorany Company Party, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company Parties make no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Issuer in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, any such amendment complied and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAArticle VII(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, any amendment complied and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Notes has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; the Prospectus will comply in all material respects with the Securities Act and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 6(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with being understood and agreed that the Trust Indenture Act only such information furnished by any Underwriter consists of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAUnderwriter Information.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective and amendment complied and, as of the Time of Sale compliedClosing Date, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act Act, and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Saleapplicable effective date, and will not, on as of the Closing Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) the Selling Stockholder Information or (ii) information relating to any the Underwriter furnished to Ford Credit or the Depositor Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to the use only such information furnished by the Depositor Underwriter consists of a registration statement on Form S-3 under the Securities Act, information described as set forth such in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 9(c) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective contains all exhibits and schedules as required by the Commission under Securities Act and the Securities Act; no stop order suspending rules and regulations of the effectiveness SEC thereunder. Each of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement it became effective and as of the Time of Sale compliedeffective, and as of the date of the Prospectus Supplement will comply, complied in all material respects with the Securities Act and the Rules and Regulations Exchange Act and the Registration Statement, did not, at the time the Registration Statement became effective or as applicable rules and regulations of the Time of SaleSEC and did not and, and as amended or supplemented, if applicable, will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. The Base Prospectus and the Prospectus Supplement, each as of its respective date, complied in all material respects with the light Securities Act and the Exchange Act and the applicable rules and regulations of the circumstances under which they were madeSEC. Each of the Base Prospectus and the Prospectus Supplement, as amended or supplemented, did not misleading; and will not contain as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that . The Incorporated Documents, when they were filed with the Depositor SEC, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations of the SEC and none of such Incorporated Documents, when they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation and warranty with respect representations or warranties as to information, if any, contained in or omitted from the Prospectus Supplement or any statements amendment thereof or omissions made supplement thereto in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing to the Company by such Underwriter through the Representatives expressly or on behalf of any Purchaser specifically for use in the Registration Statement and or the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASupplement.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Trust Indenture Act of 1939, as amended, and the Rules rules and Regulations regulations of the Commission thereunder (collectively, the “Trust Indenture Act”) and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleSecurities Act, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such an Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Company meets the requirements for the use of Form S-3 under the Exchange Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Offered Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Initial Closing Date, and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to the use only such information furnished by the Depositor Underwriters consists of a registration statement on Form S-3 under the Securities Act, information described as set forth such in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 9(c) hereof.

Registration Statement and Prospectus. (A) At the time the Company, or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Underwritten Shares in reliance on the exemption of Rule 163 under the Securities Act (“Rule 163”) and (B) at the date hereof, the Company (x) was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act (“Rule 405”) and (y) was not and is not an “ineligible issuer,” as defined in Rule 405. The Registration Statement has been declared become effective by the Commission under the Securities Act; no stop . At the time the Registration Statement was originally filed with the Commission, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Company is eligible to use Form N-2. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act, the Investment Company Act and the Rules and Regulations and Trust Indenture Act of 1939, as amended (the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale“TIA”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus and any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the TIA or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 8(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementeach Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any an Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three (3) years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Time of Sale complied, statements therein not misleading; and as of the date of the Prospectus Supplement will comply(and any amendment or supplement thereto) and the applicable Issuer Free Writing Prospectus(es), in all material respects if any, issued at or prior to the Applicable Time, taken together (collectively, and, with respect to any Shares, together with the Securities Act public offering price of such Shares, the “General Disclosure Package”) and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the each Applicable Time of Sale, and will not, on the Closing Date, as the case may be, the Prospectus does not, and the General Disclosure Package will not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Sales Agent, the Forward Seller and the Forward Purchaser furnished to Ford Credit or the Depositor Company in writing by such Underwriter through Sales Agent, the Representatives Forward Seller or the Forward Purchaser expressly for use in the Registration Statement Statement, the Prospectus and the Prospectus General Disclosure Package and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has been declared became effective by upon filing with the commission in accordance with Rule 462(e) of the rules and regulations of the Commission under the Securities Act; no stop Act on November 2, 2018. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of (i) the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of (ii) the date of the Prospectus Supplement and (iii) the Closing Date, the Registration Statement and any such post-effective amendment complied and will comply, comply in all material respects with the Securities Act, the Trust Indenture Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleTrust Indenture Rules, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted initiated or, to the best knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statementrules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and, as of such date(s), did not, at the time the Registration Statement became effective or as of the Time of Sale, not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes a Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and or the Prospectus and or any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared become effective by the Commission under the Securities Act. The Registration Statement is an "automatic shelf registration statement" as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Company has not received any order suspending the effectiveness of the Registration Statement has been issued by the Commission and no has not received notice of any proceeding for that purpose or notice of any action instituted pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement any amendment thereto will comply, in all material respects with the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the "Trust Indenture Act") and the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus did not, and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date as of this Agreementeach Closing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Company is eligible to use Form N-2 under the Securities Act, and the Registration Statement has been declared effective by the Commission under the Securities Act; no stop Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted orCommission, and, to the knowledge of the DepositorCompany, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act, the applicable rules and regulations of the Commission thereunder, the Investment Company Act and the Rules and Regulations and Trust Indenture Act of 1939, as amended (the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale“TIA”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date and the Secondary Closing Date, the Prospectus and any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the TIA or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.Section 8(b) hereof;

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission is an “automatic shelf registration statement” as defined in Rule 405 under the Securities ActAct that has been filed with the Commission not earlier than three years prior to the date hereof; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorBRP Parties’ knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes BRP Parties make no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic effective registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three (3) years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus (and any amendment or supplement thereto) and the applicable Issuer Free Writing Prospectus(es), if any, issued at or prior to the Applicable Time, taken together (collectively, and, with respect to any Shares, together with the public offering price of such Shares, the “General Disclosure Package”) as of each Applicable Time and the Closing Date, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Sales Agent, the Forward Seller and the Forward Purchaser furnished to Ford Credit or the Depositor Company in writing by such Underwriter through Sales Agent, the Representatives Forward Seller or the Forward Purchaser expressly for use in the Registration Statement Statement, the Prospectus and the Prospectus General Disclosure Package and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, to the Company’s knowledge, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, complied in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statementrules and regulations of the Commission thereunder (collectively, the “Trust Indenture Act”), and did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus did not, at the time the Registration Statement became effective or as of the Time of Saleits date, and will not, on as of the date of any supplement or amendment thereto and as of the Closing Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and as warranty with respect to (i) that part of the date Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAtherein.

Registration Statement and Prospectus. The Registration Statement has been declared become effective by the Commission under the Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Company has not received any order suspending the effectiveness of the Registration Statement has been issued by the Commission and no has not received notice of any proceeding for that purpose or notice of any action instituted pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement any amendment thereto will comply, in all material respects with the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the “Trust Indenture Act”) and the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the . The conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared become effective by the Commission under the Securities Act. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Company has not received any order suspending the effectiveness of the Registration Statement has been issued by the Commission and no has not received notice of any proceeding for that purpose or notice of any action instituted pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement any amendment thereto will comply, in all material respects with the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively the “Trust Indenture Act”) and the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus did not, and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; thereto and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company or any Guarantor. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or any Guarantor or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission. As of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of any amendment thereto after the Prospectus Supplement Effective Time will comply, in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”) and did not and will not, on as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus did not, and as so amended or supplemented, will not as of the date of such amendment or supplement and as of the Closing Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company and each Guarantor makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement and and, as of its date, the Prospectus complied and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statementrules and regulations of the Commission thereunder (collectively, did notthe “Trust Indenture Act”), at and, as of the time Effective Time, the Registration Statement became effective or as of the Time of Sale, did not contain and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and as warranty with respect to (i) that part of the date Registration Statement that constitutes the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAtherein.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities ActInformation, as set forth defined in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorDepositors, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective effective, and as of the Time of Sale Sale, complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, Statement did not, not at the time the Registration Statement became effective or as of the Time of Sale, and will not, not on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Depositors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the a Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Depositors of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “"TIA”), ") and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and and, to the Company’s knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, complied in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not or will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act or (ii) the information contained in or omitted from the Prospectus, or any statements amendment or omissions made supplement thereto, in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing to the Company by such Underwriter or on behalf of the Underwriters through the Representatives expressly specifically for use inclusion therein. The statistical and market-related data included in the Registration Statement Prospectus are based on or derived from sources that the Company reasonably believes to be reliable and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAaccurate.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities pursuant to this Agreement has been instituted initiated or, to the knowledge of the DepositorCompany or the Guarantors, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this Agreement, Closing Date the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Depositor Company nor any of the Guarantors makes no any representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” (as defined under Rule 405 of the Securities Act) that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission, and . As of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 9(c) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Issuers. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and, to the Issuers’ and the Guarantors’ knowledge, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Issuers or the Guarantors or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Issuers and the Guarantors make no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Issuers in writing by such Underwriter (including through the Representatives Representative) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as applicable requirements of the Time of SaleSecurities Act, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, initiated or to the knowledge of the Depositor, Company threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Issuers. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Issuers or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, any such amendment complied and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Issuers and MPT make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Issuers in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as applicable requirements of the Time of SaleSecurities Act, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission. As of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of any amendment thereto after the Prospectus Supplement Effective Time will comply, in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”) and did not and will not, on as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus did not, and as so amended or supplemented, will not as of the date of such amendment or supplement and as of the Closing Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement and any registration statement filed under Rule 462(b) under the Securities Act Rule (a “462(b) Registration Statement”) has been declared effective by the Commission and has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the applicable effective date of the Registration Statement, and the any Rule 462(b) Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement, any Rule 462(b) Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of any Settlement Date, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter the Agent furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to the use only such information furnished by the Depositor Agent consists of a registration statement on Form S-3 under the Securities Act, information described as set forth such in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7 hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, complied in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and will not, on the Closing Date, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and as warranty with respect to (i) that part of the date Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAtherein.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act; no stop , that automatically became effective not more than three years prior to the Applicable Time. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the Commission a Registration Statement (File No. 333-224462) on Form S-3 for registration under the Securities Act of the offering and sale of the Shares. The Registration Statement Statement, including any amendments or supplements thereto filed prior to the Applicable Time, has been declared effective by the Commission under the Securities Act; no stop Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to Ford Credit or the Depositor Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to the use only such information furnished by the Depositor Underwriter consists of a registration statement on Form S-3 under the Securities Actinformation described as such in Section 9(c) hereof; provided, as set forth in further, that the General Instructions to Form S-3, have been satisfied Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished by the Selling Stockholder in writing expressly for use in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. When the Indenture is executed by all the parties to the IndentureProspectus and any amendment or supplement thereto, it will conform in all material respects with being understood and agreed that the Trust Indenture Act only such information furnished by the Selling Stockholder consists of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASelling Stockholder Information.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statementrules and regulations of the Commission thereunder (collectively, did notthe “Trust Indenture Act”), at the time the Registration Statement became effective or and, as of the Time of Sale, such date(s) did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and or the Prospectus and or any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission is an “automatic shelf registration statement” as defined under Rule 405 under the Securities ActAct that has been filed with the Commission not earlier than three years prior to the date hereof; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Issuer or the Guarantor. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Issuer or the Guarantor or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the Effective Time, and the Registration Statement complied and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not contain and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus complied and will comply in all material respects with the Securities Act and the Trust Indenture Act, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Issuer and as the Guarantor make no representation and warranty with respect to (i) that part of the date Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit the Issuer or the Depositor Guarantor in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAtherein.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Companies. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Companies or related to the offering of the Notes has been instituted initiated or, to the knowledge of the DepositorCompanies and the Guarantor, threatened by the Commission, and . As of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as . As of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Companies and the Guarantor make no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Companies in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; Act has been received by the Company. Based on communications from the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the Offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, any such amendment complied and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission; as of each date and time the Registration Statement, and any post-effective amendment or amendments thereto, became or becomes effective, the Registration Statement complied and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement amendment will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as applicable requirements of the Time of SaleSecurities Act, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the applicable requirements of the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, any such amendment complied and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and no order preventing or suspending the use of the Prospectus has been issued by the Commission, and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission is an “automatic shelf registration statement” as defined under Rule 405 under the Securities ActAct that has been filed with the Commission not earlier than three years prior to the date hereof; the Registration Statement became effective on the date it was filed and is effective as of the date hereof; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; thereto and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 6(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission; as of each date and time the Registration Statement, and any post-effective amendment or amendments thereto, became or becomes effective, the Registration Statement complied and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Company is eligible to use Form N-2. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and Commission, and, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act, the applicable rules and regulations of the Commission thereunder, the Investment Company Act and the Rules 1939 Act and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus and any amendment or supplement thereto will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative[s] expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 8(b) hereof.

Registration Statement and Prospectus. (i) The Registration Statement has been declared heretofore become effective by the Commission under the Securities Act; no stop order of the Commission preventing or suspending the use of the Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement Statement, has been issued by the Commission issued, and no proceeding proceedings for that such purpose has have been instituted or, to the knowledge of the DepositorCompany’s knowledge, threatened are contemplated by the Commission; (ii) Other than a Rule 462(b) Registration Statement, and no other document with respect to the Initial Registration Statement and has heretofore been filed with the Prospectus and any amendment theretoCommission; (iii) The Registration Statement complied when it became effective, complies as of the Effective Time and, as amended or supplemented, at the time the Registration Statement became effective and as of the Time of Sale compliedPurchase and at any Additional Time of Purchase, as the case may be, and as at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of the date of the Prospectus Supplement Securities, will comply, in all material respects respects, with the requirements of the Securities Act and the Rules and Regulations and Act; the Registration Statement, Statement did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing DateEffective Time, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will Disclosure Package does not contain any include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided the Prospectus will comply, as of the date that it is filed with the Commission, the Time of Purchase and the Additional Time of Purchase, as applicable, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Securities, in all material respects, with the requirements of the Securities Act (including, without limitation, Section 10(a) of the Securities Act); at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the Time of Purchase, the Additional Time of Purchase and the end of the period during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Securities did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, does not conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, and at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the Time of Purchase and at the Additional Time of Purchase, as applicable, did or will any Permitted Free Writing Prospectus include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor Company makes no representation and or warranty in this Section 3(b) with respect to any statements statement contained in the Registration Statement, the Prospectus or omissions made any Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to any concerning the Underwriter that is furnished to Ford Credit or the Depositor in writing by such Underwriter through to the Representatives Company expressly for use in the Registration Statement and Statement, the Prospectus or such Permitted Free Writing Prospectus, it being understood and any amendment or supplement thereto; and agreed that the conditions to the use only such information furnished by the Depositor Underwriter consists of a registration statement on Form S-3 under the Securities Actinformation described as such in Section 8(g) hereof; each Incorporated Document, as set forth in at the General Instructions to Form S-3time such document was filed with the Commission, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenturecomplied, it will conform in all material respects respects, with the Trust Indenture requirements of the Exchange Act and did not include an untrue statement of 1939a material fact or omit to state a material fact necessary in order to make the statements therein, as amended (in the “TIA”)light of the circumstances under which they were made, and at all times thereafter will be duly qualified under the TIAnot misleading.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission not earlier than three (3) years prior to the date hereof and has been declared effective by the Commission (or in the case of the Rule 462(b) Registration Statement, if applicable, became effective upon filing); and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective and as of the Time of Sale compliedamendment, and as of the date of the Prospectus Supplement such amendment, complied and will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Notes has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof. No notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and to the knowledge of the Company no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and . As of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission promulgated thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreementprovided, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinhowever, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statements of Eligibility and Qualification (Form T-1s) of the trustees under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement has been or will be filed with the Commission not earlier than three years prior to the date hereof and will be declared effective by the Commission under the Securities ActAct prior to the issuance of any Placement Notices by the Company; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Placement Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter the Agent furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Agent expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions only such information furnished by any Agent consists of the information described as such in Section 11(b) hereof. The Company has not distributed and, prior to the use by later to occur of each Settlement Date and completion of the Depositor distribution of a registration statement on Form S-3 under the Securities ActPlacement Shares, as set forth will not distribute any offering material in connection with the General Instructions to Form S-3, have been satisfied with respect to offering or sale of the Placement Shares other than the Registration Statement and the Prospectus. When Prospectus and any Issuer Free Writing Prospectus (as defined below) to which the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIAAgent has consented.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement,” as defined under Rule 405 of the Securities Act, that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof, and the Company is eligible to use the Registration Statement as an automatic shelf registration statement to register the offer and sale of the Notes; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Notes has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading; no order preventing or suspending the use of the Prospectus has been issued by the Commission; and as of the date of the Prospectus, the date of any amendment or supplement thereto, and the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus Prospectus, and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementeach Additional Closing Date, as the case may be, the Prospectus complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission; as of each date and time the Registration Statement, and any post-effective amendment or amendments thereto, became or becomes effective, the Registration Statement complied and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted orCommission, and, to the knowledge of the DepositorCompany, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Offered ADSs has been initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has been declared become effective by the Commission under the Securities Act. The Registration Statement was filed with the Commission not earlier than three years prior to the date hereof; and no stop notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(1) under the Securities Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission; as of the applicable effective date of the most recent post-effective amendment to the Registration Statement, and the Registration Statement and the Prospectus any post-effective amendment complied and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended (and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder, collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Underlying Shares or the ADSs has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of SaleAct, and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date Closing Date and as of this Agreementthe Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 9(c) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Partnership. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Securities has been instituted initiated or, to the knowledge of the DepositorPartnership Parties’ knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will comply in all material respects with the applicable requirements of the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Partnership Parties make no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit the Partnership or the Depositor General Partner in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared As of the applicable effective by the Commission under the Securities Act; no stop order suspending the effectiveness date of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted orany post-effective amendment thereto, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and any such post-effective amendment thereto will comply in all material respects with the U.S. Securities Act and the applicable rules and regulations of the SEC, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the U.S. Preliminary Prospectus complied, as of the time of filing thereof, and the U.S. Prospectus and any amendment theretoto the U.S. Prospectus, at the time the Registration Statement became effective and as of the Time time of Sale compliedfiling thereof, and as of the date of the Prospectus Supplement will comply, in all material respects with the applicable requirements of U.S. Securities Act and Laws; the Rules and Regulations and U.S. Preliminary Prospectus, as of the Registration Statementtime of filing thereof, did not, at and the time U.S. Prospectus and any amendment to the Registration Statement became effective or U.S. Prospectus, as of the Time time of Salefiling thereof and as of the Closing Date and the Additional Closing Date, and as the case may be, will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Pricing Disclosure Package, as of the date of the Prospectus and any amendment or supplement thereto and on the date of this AgreementApplicable Time, the Prospectus will did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus U.S. Offering Documents (as hereinafter defined) and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared effective by filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; no stop Act has been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and the Prospectus and any post-effective amendment thereto, at the time the Registration Statement became and any such post-effective amendment complied and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, comply in all material respects with the applicable requirements of the Securities Act and the Rules and Regulations Trust Indenture Act of 1939, as amended, and the Registration Statement, did not, at the time the Registration Statement became effective or as rules and regulations of the Time of SaleCommission thereunder (collectively, the “Trust Indenture Act”), and did not and will not, on the Closing Date, not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on as of the date of this AgreementClosing Date, the Prospectus will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Depositor Company makes no representation and or warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in all material respects with the Trust Indenture Act of 1939, as amended (the “TIA”), and at all times thereafter will be duly qualified under the TIASection 7(b) hereof.