Common use of In-house Opinion Clause in Contracts

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by them by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by them by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby by them will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.constitute

In-house Opinion. Xxxxx Sxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “"Delaware Limited Liability Company Act”"). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no Such counsel does not know of any legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of Neither the issuance or sale of the Notes, nor the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or it is a party nor the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “"investment company” " under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Limited Liability Company Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties it is a party, or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, Depositor to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx Sxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “"Delaware Limited Liability Company Act”"). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby thereby, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no Such counsel does not know of any legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of Neither the issuance or sale of the Notes, nor the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or it is a party nor the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “"investment company” " under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such the qualification, unless the failure to obtain such the qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit the LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices for the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act each of the Transaction Documents to which it is a party and each Transaction Notice that it has delivered. (iii) Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a corporation under the Delaware General Corporation Law. Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States in which the conduct of its business or the ownership of its properties requires the qualification, unless the failure to obtain the qualification would not reasonably be expected to have a material adverse effect on the ability of the Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) Each Corporate Party has the corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Actthereby. Ford Credit Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to under the Transaction Documents, upon on any of the properties or assets of Ford Credit pursuant to the terms of under any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such the action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement limited liability company agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to under the Transaction Documents, upon on any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of under any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the limited liability company agreement of any LLC Agreement Party, the Articles of Incorporation or the Depositor By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such that counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Creditthe LLC Parties, the Depositor Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency authority or regulatory body, which has not been obtained or taken and is not in full force and effect, is required for to authorize or is required in connection with the consummation execution, delivery or performance by each of the LLC Parties or the Corporate Parties of any Transaction Document or any Transaction Notice to which it is a party or the transactions contemplated in the Transaction Documentsthereby. (ix) None of the issuance or sale of the Exchange Note and the Notes, the execution and delivery by Ford Credit or the Depositor of any of the Transaction Documents to which they are parties it is a party or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party by any of the LLC Parties or the Corporate Parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit any of the LLC Parties or the Depositor, Corporate Parties or the Delaware General Corporation Law or the Delaware Limited Liability Company Act, unless such where the contravention would not could reasonably be expected to have a material adverse effect on the ability of Ford Credit any of the LLC Parties or the Depositor, as applicable, Corporate Parties to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit such LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices with respect to the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby by all requisite limited liability company action (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered Act each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actand each Transaction Notice that it has delivered. (iii) The Depositor Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a limited liability company corporation under the Delaware Limited Liability Company ActGeneral Corporation Law. The Depositor Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor such Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor Each Corporate Party has the limited liability company corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. The Depositor has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Actthereby. The Depositor Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actparty. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of any LLC Party, the Depositor Articles of Incorporation or the By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement limited liability company agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement limited liability company agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties it is a party, or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, Depositor to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit such LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices with respect to the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby by all requisite limited liability company action (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered Act each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actand each Transaction Notice that it has delivered. (iii) The Depositor Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a limited liability company corporation under the Delaware Limited Liability Company ActGeneral Corporation Law. The Depositor Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor such Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor Each Corporate Party has the limited liability company corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. The Depositor has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Actthereby. The Depositor Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actparty. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement limited liability company agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the limited liability company agreement of any LLC Agreement Party, the Articles of Incorporation or the Depositor By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Creditthe LLC Parties, the Depositor Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency authority or regulatory body, which has not been obtained or taken and is not in full force and effect, is required for to authorize or is required in connection with the consummation execution, delivery or performance by each of the LLC Parties or the Corporate Parties of any Transaction Document or any Transaction Notice to which it is a party or the transactions contemplated in the Transaction Documentsthereby. (ix) None of the issuance or sale of the Exchange Note and the Notes, the execution and delivery by Ford Credit or the Depositor of any of the Transaction Documents to which they are parties it is a party or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party by any of the LLC Parties or the Corporate Parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit any of the LLC Parties or the Depositor, Corporate Parties or the Delaware General Corporation Law or the Delaware Limited Liability Company Act, unless where such contravention would not could reasonably be expected to have a material adverse effect on the ability of Ford Credit any of the LLC Parties or the Depositor, as applicable, Corporate Parties to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit such LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices with respect to the Collateral Specified Interest and the designation of the series of the Depositor relating to Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby by all requisite limited liability company action (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered Act each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actand each Transaction Notices that it has delivered . (iii) The Depositor Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a limited liability company corporation under the Delaware Limited Liability Company ActGeneral Corporation Law. The Depositor Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor such Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor Each Corporate Party has the limited liability company corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. The Depositor has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Actthereby. The Depositor Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actparty. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of any LLC Party, the Depositor Articles of Incorporation or the By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency authority or regulatory body, which has not been obtained or taken and is not in full force and effect, is required for to authorize or is required in connection with the consummation execution, delivery or performance by each of the Trust, each LLC Party and each Corporate Party of any Transaction Document to which it is a party or any Transaction Notice that it has delivered or the transactions contemplated in the Transaction Documents.thereby; (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties it is a party or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless where such contravention would not could reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, Depositor to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit such LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices with respect to the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby by all requisite limited liability company action (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered Act each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actand each Transaction Notice that it has delivered. (iii) The Depositor Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a limited liability company corporation under the Delaware Limited Liability Company ActGeneral Corporation Law. The Depositor Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor such Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor Each Corporate Party has the limited liability company corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. The Depositor has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Actthereby. The Depositor Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actparty. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of any LLC Party, the Depositor Articles of Incorporation or the By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, Depositor to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings, CAB West Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such the qualification, unless the failure to obtain such the qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit the LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices for the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act each of the Transaction Documents to which it is a party and each Transaction Notice that it has delivered. (iii) FCALM Holdings is validly existing and in good standing as a corporation under the Delaware General Corporation Law. FCALM Holdings is duly qualified to transact business and is in good standing in each jurisdiction in the United States in which the conduct of its business or the ownership of its properties requires the qualification, unless the failure to obtain the qualification would not reasonably be expected to have a material adverse effect on the ability of FCALM Holdings to perform its obligations under the Transaction Documents to which it is a party. (iv) FCALM Holdings has the corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. FCALM Holdings has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Actthereby. Ford Credit FCALM Holdings has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to under the Transaction Documents, upon on any of the properties or assets of Ford Credit pursuant to the terms of under any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such the action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement limited liability company agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to under the Transaction Documents, upon on any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of under any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the limited liability company agreement of any LLC Agreement Party, the Articles of Incorporation or the Depositor By-Laws of FCALM Holdings or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such that counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Creditthe LLC Parties, the Depositor FCALM Holdings or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, FCALM Holdings or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency authority or regulatory body, which has not been obtained or taken and is not in full force and effect, is required for to authorize or is required in connection with the consummation execution, delivery or performance by each of the LLC Parties or FCALM Holdings of any Transaction Document or any Transaction Notice to which it is a party or the transactions contemplated in the Transaction Documentsthereby. (ix) None of the issuance or sale of the Exchange Note and the Notes, the execution and delivery by Ford Credit or the Depositor of any of the Transaction Documents to which they are parties it is a party or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party by any of the LLC Parties or FCALM Holdings will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit any of the LLC Parties or FCALM Holdings or the Depositor, Delaware General Corporation Law or the Delaware Limited Liability Company Act, unless such where the contravention would not could reasonably be expected to have a material adverse effect on the ability of Ford Credit any of the LLC Parties or the Depositor, as applicable, FCALM Holdings to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amendedAct.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit such LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices with respect to the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby by all requisite limited liability company action (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered Act each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actand each Transaction Notice that it has delivered. (iii) The Depositor Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a limited liability company corporation under the Delaware Limited Liability Company ActGeneral Corporation Law. The Depositor Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor such Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor Each Corporate Party has the limited liability company corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. The Depositor has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Actthereby. The Depositor Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actparty. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of any LLC Party, the Depositor Articles of Incorporation or the By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, applicable to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings, CAB West Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such the qualification, unless the failure to obtain such the qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit the LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices for the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act each of the Transaction Documents to which it is a party and each Transaction Notice that it has delivered. (iii) FCALM Holdings is validly existing and in good standing as a corporation under the Delaware General Corporation Law. FCALM Holdings is duly qualified to transact business and is in good standing in each jurisdiction in the United States in which the conduct of its business or the ownership of its properties requires the qualification, unless the failure to obtain the qualification would not reasonably be expected to have a material adverse effect on the ability of FCALM Holdings to perform its obligations under the Transaction Documents to which it is a party. (iv) FCALM Holdings has the corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. FCALM Holdings has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Actthereby. Ford Credit FCALM Holdings has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to under the Transaction Documents, upon on any of the properties or assets of Ford Credit pursuant to the terms of under any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such the action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement limited liability company agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to under the Transaction Documents, upon on any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of under any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the limited liability company agreement of any LLC Agreement Party, the Articles of Incorporation or the Depositor By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such that counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Creditthe LLC Parties, the Depositor FCALM Holdings or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, FCALM Holdings or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency authority or regulatory body, which has not been obtained or taken and is not in full force and effect, is required for to authorize or is required in connection with the consummation execution, delivery or performance by each of the LLC Parties or FCALM Holdings of any Transaction Document or any Transaction Notice to which it is a party or the transactions contemplated in the Transaction Documentsthereby. (ix) None of the issuance or sale of the Exchange Note and the Notes, the execution and delivery by Ford Credit or the Depositor of any of the Transaction Documents to which they are parties it is a party or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party by any of the LLC Parties or FCALM Holdings will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit any of the LLC Parties or FCALM Holdings or the Depositor, Delaware General Corporation Law or the Delaware Limited Liability Company Act, unless such where the contravention would not could reasonably be expected to have a material adverse effect on the ability of Ford Credit any of the LLC Parties or the Depositor, as applicable, FCALM Holdings to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, Depositor to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “"Delaware Limited Liability Company Act”"). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby thereby, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no Such counsel does not know of any legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of Neither the issuance or sale of the Notes, nor the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or it is a party nor the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “"investment company” " under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no Such counsel does not know of any legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, Depositor to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit such LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices with respect to the Collateral Specified Interest and the designation of the series of the Depositor relating to the Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby by all requisite limited liability company action (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered Act each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actand each Transaction Notice that it has delivered. (iii) The Depositor Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a limited liability company corporation under the Delaware Limited Liability Company ActGeneral Corporation Law. The Depositor Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor such Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor Each Corporate Party has the limited liability company corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. The Depositor has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Actthereby. The Depositor Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actparty. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement limited liability company agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the limited liability company agreement of any LLC Agreement Party, the Articles of Incorporation or the Depositor By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Creditthe LLC Parties, the Depositor Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency authority or regulatory body, which has not been obtained or taken and is not in full force and effect, is required for to authorize or is required in connection with the consummation execution, delivery or performance by each of the LLC Parties or the Corporate Parties of any Transaction Document or any Transaction Notice to which it is a party or the transactions contemplated in the Transaction Documentsthereby. (ix) None of the issuance or sale of the Exchange Note and the Notes, the execution and delivery by Ford Credit or the Depositor of any of the Transaction Documents to which they are parties it is a party or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party by any of the LLC Parties or the Corporate Parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit any of the LLC Parties or the Depositor, Corporate Parties or the Delaware General Corporation Law or the Delaware Limited Liability Company Act, unless where such contravention would not could reasonably be expected to have a material adverse effect on the ability of Ford Credit any of the LLC Parties or the Depositor, as applicable, Corporate Parties to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Managing Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by them by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by them by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby by them will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to under the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me her under which Ford Credit is a debtor or guarantor, nor will such the action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement limited liability company agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby by them (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to under the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement limited liability company agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such the counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties it is a party, or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such the contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, Depositor to enter into or perform their respective obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amendedAct.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “"Delaware Limited Liability Company Act”"). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no Such counsel does not know of any legal or governmental proceedings pending or threatened against Ford Credit, the Depositor or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are parties, or (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency or body, which has not been obtained or taken and is not in full force and effect, is required for the consummation of the transactions contemplated in the Transaction Documents. (ix) None of Neither the issuance or sale of the Notes, nor the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties or it is a party nor the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless such contravention would not reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “"investment company” " under the Investment Company Act of 1940, as amended.

In-house Opinion. Xxxxx X. Xxxxxx, Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that: (i) Each of Ford Credit Credit, the Depositor, CAB East Holdings and the Titling Companies (each an “LLC Party” and, together, the “LLC Parties”) is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the “Delaware Limited Liability Company Act”). Ford Credit Each LLC Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its activities or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit such LLC Party to perform its obligations under the Transaction Documents to which it is a party. (ii) Ford Credit Each LLC Party has the limited liability company power and authority under the Delaware Limited Liability Company Act to execute, deliver and perform all of its obligations under the Transaction Documents to which it is a party and the specification notices with respect to the Collateral Specified Interest and the designation of the series of the Depositor relating to Exchange Note and the Notes (the “Transaction Notices”) that it has delivered. Each LLC Party has duly authorized by all requisite action under the Delaware Limited Liability Company Act. Ford Credit has duly authorized Act the execution and delivery of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation of the transactions contemplated thereby by all requisite limited liability company action (including the issuance and delivery of the Collateral Specified Interest Certificates and the Exchange Note). Each LLC Party has duly executed and delivered under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered Act each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actand each Transaction Notices that it has delivered. (iii) The Depositor Each of FCALM Holdings and CAB West Holdings (each a “Corporate Party” and, together, the “Corporate Parties”) is validly existing and in good standing as a limited liability company corporation under the Delaware Limited Liability Company ActGeneral Corporation Law. The Depositor Each Corporate Party is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor such Corporate Party to perform its obligations under the Transaction Documents to which it is a party. (iv) The Depositor Each Corporate Party has the limited liability company corporate power and authority under the Delaware General Corporation Law to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party party. Each Corporate Party has duly authorized by all requisite corporate action under the Delaware Limited Liability Company Act. The Depositor has duly authorized General Corporation Law the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Actthereby. The Depositor Each Corporate Party has duly executed and delivered under the Delaware General Corporation Law each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Actparty. (v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit. (vi) The execution and delivery by each Holding Company, each Titling Company, the Depositor and the Trust of each of the Transaction Documents to which it is a party and the Transaction Notices that it has delivered and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Collateral Specified Interest Certificates, the Exchange Note and the Notes) ), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of any Holding Company, any Titling Company, the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor Trust or any such Holding Company, any Titling Company or the Trust Depositor is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of any LLC Party, the Depositor Articles of Incorporation or the By-Laws of any Corporate Party or the Certificate of Trust or the Trust Agreement of the Trust. (vii) To such counsel’s knowledge, there are no legal or governmental proceedings pending or threatened against Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust, or to which their respective properties are subject, (i) seeking any determination or ruling that could reasonably be expected to have a material adverse effect on the ability of Ford Credit, the Depositor other LLC Parties, the Corporate Parties or the Trust to enter into or perform their respective obligations under any of the Transaction Documents to which they are parties or have a material adverse effect on the validity and enforceability of any of the Transaction Documents to which they are partiesparties or of the Exchange Note and the Notes, or (ii) seeking to prevent the issuance of the Exchange Note or the Notes or the consummation of any of the transactions contemplated by the Transaction Documents, or to adversely affect the characterization of the Notes as indebtedness for U.S. federal income tax purposes. (viii) No consent, approval, authorization or order of any United States federal or Michigan State court or governmental agency authority or regulatory body, which has not been obtained or taken and is not in full force and effect, is required for to authorize or is required in connection with the consummation execution, delivery or performance by each of the Trust, each LLC Party and each Corporate Party of any Transaction Document to which it is a party or any Transaction Notice that it has delivered or the transactions contemplated in the Transaction Documentsthereby. (ix) None of the issuance or sale of the Notes, the execution and delivery by Ford Credit or the Depositor of the Transaction Documents to which they are parties it is a party or the consummation of any of the other transactions contemplated in the Transaction Documents to which they are parties it is a party will contravene the terms of any material provision of any United States federal or Michigan State statute, order or regulation applicable to Ford Credit or the Depositor, or the Delaware Limited Liability Company Act, unless where such contravention would not could reasonably be expected to have a material adverse effect on the ability of Ford Credit or the Depositor, as applicable, to enter into or perform their respective its obligations under the Transaction Documents, or have a material adverse effect on the validity or enforceability of the Transaction Documents. (x) Ford Credit is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended.