Common use of Custodian as Nominee Lienholder/Secured Party Clause in Contracts

Custodian as Nominee Lienholder/Secured Party. For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee for the original certificates of title or the other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “Security Documents”). In addition, if the assignment of a Receivable from Ford Credit to the Depositor under the Receivables Purchase Agreement and from the Depositor to the Issuer under this Agreement is insufficient, without a notation on the Financed Vehicle’s certificate of title, to give the Issuer a first priority perfect security interest in the Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in the Financed Vehicle and agrees that Ford Credit’s listing as the lienholder/secured party on the certificate of title is in its capacity as agent of the Issuer. The Custodian agrees to serve as nominee lienholder/secured party and agent for the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee under this Agreement and (ii) take any and all actions necessary or advisable to establish, maintain and protect the Issuer’s security interest in the Financed Vehicles. The Custodian further acknowledges the right of the Issuer to treat the Security Documents as if the name of the Issuer appears on the documents as lienholder/secured party in place of Ford Credit’s name.

Custodian as Nominee Lienholder/Secured Party. For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee for with respect to the original certificates of title or the such other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “Security Documents”). In addition, if the assignment of a Receivable from Ford Credit to the Depositor under pursuant to the Receivables Purchase Agreement and from the Depositor to the Issuer under pursuant to this Agreement is insufficient, without a notation on the related Financed Vehicle’s certificate of title, to give provide the Issuer a first priority perfect security interest in the related Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in the such Financed Vehicle and agrees that Ford Credit’s listing as the lienholder/secured party on the such certificate of title is in its capacity as agent of the Issuer. The Custodian agrees to serve as nominee lienholder/secured party and agent for with respect to the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee under pursuant to the terms of this Agreement and (ii) take any and all actions necessary or advisable in order to establish, maintain maintain, preserve and protect the Issuer’s security interest in the Financed Vehicles. The Custodian further acknowledges the right of the Issuer to treat the Security Documents in all respects as if the name of the Issuer appears appeared on the such documents as lienholder/secured party in place of Ford Credit’s name.

Custodian as Nominee Lienholder/Secured Party. For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee for the original certificates of title or the other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “Security Documents”). In addition, if the assignment of a Receivable from Ford Credit to the Depositor under the Receivables Purchase Agreement and from the Depositor to the Issuer under this Agreement is insufficient, without a notation on the Financed Vehicle’s certificate of title, to give provide the Issuer a first priority perfect security interest in the Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in the Financed Vehicle and agrees that Ford Credit’s listing as the lienholder/secured party on the certificate of title is in its capacity as agent of the Issuer. The Custodian agrees to serve as nominee lienholder/secured party and agent for the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee under the terms of this Agreement and (ii) take any and all actions necessary or advisable in order to establish, maintain maintain, preserve and protect the Issuer’s security interest in the Financed Vehicles. The Custodian further acknowledges the right of the Issuer to treat the Security Documents in all respects as if the name of the Issuer appears appeared on the documents as lienholder/secured party in place of Ford Credit’s name.

Custodian as Nominee Lienholder/Secured Party. For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee for with respect to the original certificates of title or the such other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “"Security Documents”"). In addition, if the assignment of a Receivable from Ford Credit to the Depositor under pursuant to the Receivables Purchase Agreement and from the Depositor to the Issuer under pursuant to this Agreement is insufficient, without a notation on the related Financed Vehicle’s 's certificate of title, to give provide the Issuer a first priority perfect security interest in the related Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in the such Financed Vehicle and agrees that Ford Credit’s 's listing as the lienholder/secured party on the such certificate of title is in its capacity as agent of the Issuer. The Custodian hereby agrees to serve as nominee lienholder/secured party and agent for with respect to the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee under pursuant to the terms of this Agreement Agreement, and (ii) take any and all actions necessary or advisable in order to establish, maintain maintain, preserve and protect the Issuer’s 's security interest in the Financed Vehicles. The Custodian further acknowledges the right of the Issuer to treat the Security Documents in all respects as if the name of the Issuer appears appeared on the such documents as lienholder/secured party in place of Ford Credit’s 's name.

Custodian as Nominee Lienholder/Secured Party. For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee for with respect to the original certificates of title or the such other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “Security Documents”). In addition, if the assignment of a Receivable from Ford Credit to the Depositor under pursuant to the Receivables Purchase Agreement and from the Depositor to the Issuer under pursuant to this Agreement is insufficient, without a notation on the related Financed Vehicle’s certificate of title, to give provide the Issuer a first priority perfect security interest in the related Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in the such Financed Vehicle and agrees that Ford Credit’s listing as the lienholder/secured party on the such certificate of title is in its capacity as agent of the Issuer. The Custodian agrees to serve as nominee lienholder/secured party and agent for with respect to the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee under pursuant to the terms of this Agreement Agreement, and (ii) take any and all actions necessary or advisable in order to establish, maintain maintain, preserve and protect the Issuer’s security interest in the Financed Vehicles. The Custodian further acknowledges the right of the Issuer to treat the Security Documents in all respects as if the name of the Issuer appears appeared on the such documents as lienholder/secured party in place of Ford Credit’s name.

Custodian as Nominee Lienholder/Secured Party. For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee for the original certificates of title or the other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “"Security Documents”"). In addition, if the assignment of a Receivable from Ford Credit to the Depositor under the Receivables Purchase Agreement and from the Depositor to the Issuer under this Agreement is insufficient, without a notation on the Financed Vehicle’s 's certificate of title, to give the Issuer a first priority perfect security interest in the Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in the Financed Vehicle and agrees that Ford Credit’s 's listing as the lienholder/secured party on the certificate of title is in its capacity as agent of the Issuer. The Custodian agrees to serve as nominee lienholder/secured party and agent for the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee under this Agreement and (ii) take any and all actions necessary or advisable to establish, maintain and protect the Issuer’s 's security interest in the Financed Vehicles. The Custodian further acknowledges the right of the Issuer to treat the Security Documents as if the name of the Issuer appears on the documents as lienholder/secured party in place of Ford Credit’s 's name.

Custodian as Nominee Lienholder/Secured Party. For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee for the original certificates of title or the other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “Security Documents”). In addition, if the assignment of a Receivable from Ford Credit to the Depositor under the Receivables Purchase Agreement and from the Depositor to the Issuer under this Agreement is insufficient, without a notation on the Financed Vehicle’s certificate of title, to give the Issuer a first priority perfect security interest in the Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in the Financed Vehicle and agrees that Ford Credit’s listing as the lienholder/secured party on the certificate of title is in its capacity as agent of the Issuer. The Custodian agrees to serve as nominee lienholder/secured party and agent for the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee under this Agreement and (ii) take any and all actions necessary or advisable in order to establish, maintain and protect the Issuer’s security interest in the Financed Vehicles. The Custodian further acknowledges the right of the Issuer to treat the Security Documents as if the name of the Issuer appears on the documents as lienholder/secured party in place of Ford Credit’s name.