Common use of Delaware Trust Opinion Clause in Contracts

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, and the DTC Letter (the “Trust Documents”) and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Collateral to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of any financing statement with the Secretary of State of the State of Delaware pursuant to the Indenture. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustDocuments, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDocuments. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the Depositor as holder of the Certificate of Trust Residual Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder the owner of the Certificate of Trust will Residual Interest shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under § 3805(c) of the Delaware Act, except to the extent otherwise provided in the Trust Agreement, the owner of the Residual Interest (including the Depositor in its capacity as such) has no interest in specific Trust property. (xii) Under Section 3808(a) and (b) of the Delaware Act, the Trust may not be terminated or revoked by any owner of the Residual Interest, and the dissolution, termination or bankruptcy of any owner of the Residual Interest shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (xiii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of XxxxxxxxRxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, and the DTC Letter (the “Trust Documents”) and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant grant the Indenture Trust Estate Collateral to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of any financing statement with the Secretary of State of the State of Delaware under the Indenture. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustDocuments, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder Depositor as owner of the Certificate of Trust Residual Interest will hold whatever title to such the property as may be conveyed to it from time to time pursuant to under the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such the property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (xviii) Under Section § 3805(b) of the Delaware Act, no creditor of any holder the owner of the Certificate of Trust will Residual Interest shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (ix) Under § 3805(c) of the Delaware Act, except to the extent otherwise provided in the Trust Agreement, the owner of the Residual Interest (including the Depositor in its capacity as such) has no interest in specific Trust property. (x) Under § 3808(a) and (b) of the Delaware Act, the Trust may not be terminated or revoked by any owner of the Residual Interest, and the dissolution, termination or bankruptcy of any owner of the Residual Interest shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes has been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Second Tier Sale and Agreement, the Servicing AgreementSupplement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes has been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Second Tier Sale and Agreement, the Servicing AgreementSupplement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes. (ii) The Each of the Exchange Note, the Exchange Note Supplement, the Credit and Security Agreement and the Trust Agreement is the legal, valid and binding agreement of the Depositor parties thereto, and the Owner Trustee, is enforceable against the Depositor and the Owner Trusteeparties thereto, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Second-Tier Sale Agreement, the Account Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustNotes, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of such counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Second-Tier Sale Agreement, the Account Control Agreement and the DTC LetterNotes. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Remainder Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Second Tier Sale and Servicing Agreement, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. [___________] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Count of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited Stated District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxxxRxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Transferor Interest has been duly authorized by the Trust and the Transferor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement and the DTC Letter. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Transferor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Transferor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale Transfer and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Transferor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Transferor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes. (ii) The Each of the Exchange Note, the Exchange Note Supplement, the Credit and Security Agreement and the Trust Agreement is the legal, valid and binding agreement of the Depositor parties thereto, and the Owner Trustee, is enforceable against the Depositor and the Owner Trusteeparties thereto, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Second-Tier Sale Agreement, the Account Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustNotes, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Remainder Interest will hold whatever title to such any property as that may be conveyed to it from time to time pursuant to under the Trust Agreement and the Second Tier Sale and Servicing Agreement, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xiviii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. [ ] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20 - Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20 - Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20 - Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20 - Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of XxxxxxxxRichards, Xxxxxx Layton & Finger P.A. (or such other counsel satisfactory to the Representatives xxx Xxxxxxxxxxxxves in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § Section 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of XxxxxxxxRichards, Xxxxxx Layton & Finger P.A. (or such other counsel satisfactory to the Representatives xxx Xxxxxxxxxxxxves in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § Section 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-5 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-5 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-5 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-5 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-1 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-1 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-1 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-1 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. _________. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes has been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control AgreementAgreements, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Second Tier Sale and Agreement, the Servicing AgreementSupplement, the Administration Agreement, the Control Agreement Agreements and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Second Tier Sale and Agreement, the Servicing AgreementSupplement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-5 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-5 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-5 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-5 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect such counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-2 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-2 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-2 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-2 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-2 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-2 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-2 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-2 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. _____________________ (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes. (ii) The Each of the Exchange Note, the Exchange Note Supplement, the Credit and Security Agreement and the Trust Agreement is the legal, valid and binding agreement of the Depositor parties thereto, and the Owner Trustee, is enforceable against the Depositor and the Owner Trusteeparties thereto, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Second-Tier Sale Agreement, the Account Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustNotes, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Remainder Interest will hold whatever title to such any property as that may be conveyed to it from time to time pursuant to under the Trust Agreement and the Second Tier Sale and Servicing Agreement, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xiviii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, [the Interest Rate Xxxxxx,] the Control Agreement, and the DTC Letter (the “Trust Documents”) and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Collateral to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of any financing statement with the Secretary of State of the State of Delaware pursuant to the Indenture. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustDocuments, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDocuments. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the Depositor as holder of the Certificate of Trust Residual Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder the owner of the Certificate of Trust will Residual Interest shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under § 3805(c) of the Delaware Act, except to the extent otherwise provided in the Trust Agreement, the owner of the Residual Interest (including the Depositor in its capacity as such) has no interest in specific Trust property. (xii) Under Section 3808(a) and (b) of the Delaware Act, the Trust may not be terminated or revoked by any owner of the Residual Interest, and the dissolution, termination or bankruptcy of any owner of the Residual Interest shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (xiii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-2 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-2 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-2 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-2 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect such counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-1 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-1 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-1 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2011-1 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-1 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-1 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-1 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-1 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court dockets in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect the counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust Trust, except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-4 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-4 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-4 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-4 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court dockets in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect the counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust Trust, except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-4 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-4 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-4 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-4 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court dockets in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect the counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust Trust, except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such any matters as that the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes. (ii) The Each of the Exchange Note, the Exchange Note Supplement, the Credit and Security Agreement and the Trust Agreement is the legal, valid and binding agreement of the Depositor parties thereto, and the Owner Trustee, is enforceable against the Depositor and the Owner Trusteeparties thereto, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate 2015-B Collateral to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Second-Tier Sale Agreement, the DTC Letter Account Control Agreement and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Second-Tier Sale Agreement, the Account Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustNotes, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Remainder Interest will hold whatever title to such any property as that may be conveyed to it from time to time pursuant to under the Trust Agreement and the Second Tier Sale and Servicing Agreement, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xiviii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-4 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-4 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-4 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2012-4 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-2 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-2 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-2 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-2 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court dockets in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect the counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust Trust, except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-4 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-4 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-4 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-4 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect such counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Hedge (if any), the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-1 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-1 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-1 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-1 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority Lexis/Nexis Efile system for active cases in the Court of Chancery of the State of Delaware whichin and for New Castle County, if adversely decidedDelaware, would adversely affect the Trust Property or the ability of the Trust to carry out Superior Court of the transactions contemplated by State of Delaware in and for New Castle County, Delaware, and of the Trust AgreementUnited States District Court sitting in the State of Delaware, such counsel is not aware of any legal or governmental proceeding pending against the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterTrust. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. [___________] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 20__-_ Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement and the DTC Letter. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing AgreementAgreements, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger Finger, P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, and the DTC Letter (the “Trust Documents”) and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Collateral to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes has been duly authorized authorized, executed and delivered by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement, the DTC Letter Documents and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of any financing statement with the Secretary of State of the State of Delaware under the Indenture. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the TrustDocuments, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDocuments. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the Depositor as holder of the Certificate of Trust Residual Interest will hold whatever title to such the property as may be conveyed to it from time to time pursuant to under the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such the property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder the owner of the Certificate of Trust will Residual Interest shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under § 3805(c) of the Delaware Act, except to the extent otherwise provided in the Trust Agreement, the owner of the Residual Interest (including the Depositor in its capacity as such) has no interest in specific Trust property. (xii) Under Section 3808(a) and (b) of the Delaware Act, the Trust may not be terminated or revoked by any owner of the Residual Interest, and the dissolution, termination or bankruptcy of any owner of the Residual Interest shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement. (xiii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-3 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-3 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-3 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2013-3 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect such counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § Section 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “" Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such the matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-5 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to under the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-5 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-5 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2015-5 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subjectTrust. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court dockets in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect the counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust Trust, except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositor[s] and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. ____________ (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositor[s] and the Owner Trustee, enforceable against the Depositor Depositor[s] and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Transferor Interest has been duly authorized by the Trust and the Transferor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale Transfer and Servicing AgreementAgreement[s], the Administration Agreement, the Control Agreement and the DTC Letter. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Transferor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Transferor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale Transfer and Servicing AgreementAgreement[s], except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Transferor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Transferor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Delaware Act”), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-1 Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor Depositors and the Owner Trustee, enforceable against the Depositor Depositors and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate Property to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-1 Control Agreement, the DTC Letter and the Notes has been duly authorized by the Trust. (v) The issuance of the Depositor Interest has been duly authorized by the Trust and the Depositor Interest, when executed and delivered to and paid for by the purchasers thereof in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement. (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-1 Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State of the State of Delaware (which Certificate of Trust has been duly filed)) and the filing of UCC financing statements pursuant to the Indenture. (vivii) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing AgreementAgreements, the Administration Agreement, the Control Agreement, the Series 2014-1 Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (viiviii) To After due inquiry limited to, and solely to the best extent reflected on the results of such counsel’s knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting computer searches of court documents in the Trust before any court or other governmental authority File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware whichand of the Superior Courts of the State of Delaware, if adversely decidedand in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, would adversely affect such counsel is not aware of any legal or governmental proceeding pending against the Trust Property or in the ability State of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Control Agreement and the DTC LetterDelaware. (viiiix) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust Depositor Interest and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust Depositor Interest will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreementtime, except to the extent that such the Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ixx) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust a Depositor Interest has no interest in specific statutory trust property. (xxi) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust a Depositor Interest will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xixii) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.

Delaware Trust Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counselcounsel to the Representatives, addressing such matters as the Representatives may request and substantially to the effect that: (i) The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “"Delaware Act”"), and has the power and authority under the Trust Agreement and the Delaware Act to execute, deliver and perform its obligations under the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes. (ii) The Trust Agreement is the legal, valid and binding agreement of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms. (iii) The Trust has the power and authority under the Trust Agreement and the Delaware Act to Grant the Indenture Trust Estate to the Indenture Trustee pursuant to the Indenture. (iv) Each of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes has have been duly authorized by the Trust. (v) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement, the DTC Letter and the Notes, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to, any court, or governmental or regulatory authority or agency under the laws of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State (which Certificate of Trust has been duly filed). (vi) Neither the execution, delivery and performance by the Trust of the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter, including the execution and delivery of such documents by the Owner Trustee on behalf of the Trust, nor the consummation by the Trust or the Owner Trustee on behalf of the Trust of any of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust or the Owner Trustee or, to the best of counsel’s 's knowledge, without independent investigation, any agreement, indenture, instrument, order, judgment or decree to which the Trust or any of its property is subject. (vii) To the best of such counsel’s 's knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other governmental authority of the State of Delaware which, if adversely decided, would adversely affect the Trust Property or the ability of the Trust to carry out the transactions contemplated by the Trust Agreement, the Indenture, the Sale and Servicing Agreement, the Administration Agreement, the Interest Rate Swap (if any), the Control Agreement and the DTC Letter. (viii) Under the Delaware Act, the Trust constitutes a separate legal entity, separate and distinct from the holder of the Certificate of Trust and any other entity and, insofar as the substantive law of the State of Delaware is applicable, the Trust rather than the holder of the Certificate of Trust will hold whatever title to such property as may be conveyed to it from time to time pursuant to the Trust Agreement and the Sale and Servicing Agreement, except to the extent that such Trust has taken action to dispose of or otherwise transfer or encumber any such property. (ix) Except as otherwise provided in the Trust Agreement, under Section 3805(c) of the Delaware Act, a holder of the Certificate of Trust has no interest in specific statutory trust property. (x) Under Section 3805(b) of the Delaware Act, no creditor of any holder of the Certificate of Trust will have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement. (xi) Under the Trust Agreement, the Owner Trustee has the authority to execute and deliver on behalf of the Trust the Basic Documents to which the Trust is a party.