Common use of Indemnification by Underwriters Clause in Contracts

Indemnification by Underwriters. Each Underwriter, severally and not jointly, will indemnify and hold harmless Ford Credit and the Depositor against any losses, claims, damages or liabilities to which Ford Credit or the Depositor may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based on any untrue statement or alleged untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus), or an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositor by that Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus. The indemnification in this subsection (b) will be in addition to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor and each person, if any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Act.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, will indemnify and hold harmless Ford Credit and the each Depositor against any losses, claims, damages or liabilities to which Ford Credit or the either Depositor may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based on any untrue statement or alleged untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus), or an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositor Depositors by that Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor Depositors and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the each Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus. The indemnification in this subsection (b) will be in addition to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor Depositors and each person, if any, who controls Ford Credit or the either Depositor within the meaning of the Securities Act or the Exchange Act.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, will indemnify hereby indemnifies and hold holds harmless Ford Credit the Company, each of its directors, each nominee (if any) for director named in the Prospectus, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Depositor Company within the meaning of the Act, from and against any losses, claims, damages or liabilities all Liabilities to which Ford Credit the Company or the Depositor any such director, nominee, officer or controlling person may become subject, subject under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) insofar as such Liabilities arise out of or are based on upon (i) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement or any amendment thereto, or the Prospectus, the Prospectus or any Preliminary Prospectus, or any amendment or supplement to any such documentthereto, or any other Time of Sale Information (considered together with ii) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent extent, that the any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any such document amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance on upon and in conformity with written information delivered furnished to Ford Credit the Company through you, by or the Depositor by that Underwriter through the Representatives on behalf of such Underwriter, specifically for use in such document the preparation thereof. In no event shall any Underwriter be liable or (B) responsible for any amount in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter excess of the representationscompensation received by such Underwriter, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total form of underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusor otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The indemnification in this subsection (b) will foregoing indemnity shall be in addition to any other liability which each any Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor and each person, if any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Acthave.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, Underwriter will indemnify and hold harmless Ford Credit the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Depositor Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which Ford Credit the Company, any such director or officer of the Depositor Company or any such controlling person of the Company may become subject, subject under the Securities Act, the Exchange Act or otherwise, to the extent those insofar as such losses, claims, damages or liabilities (ior actions in respect thereof) arise out of or are based on upon (a) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement or any amendment thereto, any Preliminary Prospectus or the Prospectus, the Preliminary Prospectus, Prospectus or any amendment or supplement to any such documentthereto, or any other Time of Sale Information Application or (considered together with b) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application or necessary to make the statements therein, therein not misleading in the light of the circumstances under in which they were are made, not misleadingin each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on upon and in conformity with written information delivered furnished to Ford Credit or the Depositor Company by that any Underwriter through the Representatives Representative specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or therein; and, subject to the Depositor and is not Trust Informationlimitation set forth immediately preceding this clause, or (ii) arise out of or are based on the breach by that Underwriter of the representationswill reimburse, warranties and agreements in Section 5(m) or (n)as incurred, and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them the Company or any director, officer or controlling person of the Company in investigating connection with investigation or defending against or appearing as a third-party witness in connection with any such loss, claim, except that the indemnification provided by damage, liability or any Underwriter action in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusrespect thereof. The indemnification in this subsection (b) This indemnity agreement will be in addition to any liability which each such Underwriter may otherwise have and will extendhave. No Underwriter will, on without the same terms and conditionsprior written consent of the Company, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Company, any of its directors, any of its officers and directors of Ford Credit who signed the Registration Statement or the Depositor and each person, if any, any person who controls Ford Credit or the Depositor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of the Company and each such director, officer and controlling person from all liability arising out of such claim, action, suit or proceeding.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, Underwriter will indemnify and hold harmless Ford Credit the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Depositor Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which Ford Credit the Company, any such director or officer of the Depositor Company or any such controlling person of the Company may become subject, subject under the Securities Act, the Exchange Act or otherwise, to the extent those insofar as such losses, claims, damages or liabilities (ior actions in respect thereof) arise out of or are based on upon (a) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement to any amendment thereto, any Preliminary Prospectus or the Prospectus, the Preliminary Prospectus, Prospectus or any amendment or supplement to any such documentthereto, or any other Time of Sale Information Application or (considered together with b) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application or necessary to make the statements therein, therein not misleading in the light of the circumstances under in which they were are made, not misleadingin each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on upon and in conformity with written information delivered furnished to Ford Credit or the Depositor Company by that any Underwriter through the Representatives Representative specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or therein; and, subject to the Depositor and is not Trust Informationlimitation set forth immediately preceding this clause, or (ii) arise out of or are based on the breach by that Underwriter of the representationswill reimburse, warranties and agreements in Section 5(m) or (n)as incurred, and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them the COmpany or any director, officer or controlling person of the Company in investigating connection with investigation or defending against or appearing as a third-party witness in connection with any such loss, claim, except that the indemnification provided by damage, liability or any Underwriter action in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusrespect thereof. The indemnification in this subsection (b) This indemnity agreement will be in addition to any liability which each such Underwriter may otherwise have and will extendhave. No Underwriter will, on without the same terms and conditionsprior written consent of the Company, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Company, any of its directors, any of its officers and directors of Ford Credit who signed the Registration Statement or the Depositor and each person, if any, any person who controls Ford Credit or the Depositor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of the Company and each such director, officer and controlling person from all liability arising out of such claim, action, suit or proceeding.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, will The Underwriters agree to indemnify and hold harmless Ford Credit the Company, and each director, officer, employee and agent of the Depositor Company and each person who controls the Company within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities liabilities, joint or several, to which Ford Credit they or the Depositor any of them may become subject, subject under the Securities Act or otherwiseany other statute or at common law and to reimburse persons indemnified as above for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, to the extent those whether or not resulting in any liability, but only insofar as such losses, claims, damages or damages, liabilities (i) and litigation arise out of or are based on upon any untrue statement in or alleged untrue statement of a material fact (A) in omission from the Registration Statement, the Prospectus, the Preliminary Prospectus, Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Shares under the securities laws thereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Underwriters on their behalf specifically for use in connection with the preparation thereof or supplement thereto. This indemnity agreement is in addition to any such document, or other liability which the Underwriters may otherwise have to the Company and any other Time person indemnified as provided above. The Underwriters shall not be liable for amounts paid in settlement of Sale Information (considered together with any such litigation if such settlement was effected without the Preliminary Prospectus)consent of the Underwriters. In case of commencement of any action in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this Section 6.2, or an omission or alleged omission to state a material fact required each person agreed to be stated therein or necessary indemnified by the Underwriters shall have the same obligation to make notify the statements thereinUnderwriters as the Underwriters have toward the Company in Section 6.1 above, subject to the same loss of indemnity in the light of event such notice is not given, and the circumstances under which they were madeUnderwriters shall have the same right to participate in (and, not misleading, but only to the extent that they shall wish, to direct) the untrue statement defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity with written information delivered other person indemnified as provided above. The Underwriters agree to Ford Credit or notify the Depositor by that Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter Company promptly of the representations, warranties commencement of any litigation against the Underwriters (and agreements in Section 5(m) or (nany other person indemnified as provided above), of which it may be advised, in connection with the issue and will reimburse Ford Credit and the Depositor for sale of any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus. The indemnification in this subsection (b) will be in addition securities of the Company, and to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, furnish to the officers Company at its request copies of all pleadings therein and directors apprise it of Ford Credit or all the Depositor developments therein, all at the Underwriters' expense, and each person, if any, who controls Ford Credit or permit the Depositor within the meaning of the Securities Act or the Exchange ActCompany to be an observer therein.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, Underwriter will indemnify and hold harmless Ford Credit the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Depositor Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which Ford Credit the Company, any such director or officer of the Depositor Company or any such controlling person of the Company may become subject, subject under the Securities Act, the Exchange Act or otherwise, to the extent those insofar as such losses, claims, damages or liabilities (ior actions in respect thereof) arise out of or are based on upon (a) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement or any amendment thereto, any Preliminary Prospectus or the Prospectus, the Preliminary Prospectus, Prospectus or any amendment or supplement to any such documentthereto, or any other Time of Sale Information Application or (considered together with b) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application or necessary to make the statements therein, therein not misleading in the light of the circumstances under in which they were are made, not misleadingin each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on upon and in conformity with written information delivered furnished to Ford Credit or the Depositor Company by that any Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or therein; and, subject to the Depositor and is not Trust Informationlimitation set forth immediately preceding this clause, or (ii) arise out of or are based on the breach by that Underwriter of the representationswill reimburse, warranties and agreements in Section 5(m) or (n)as incurred, and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them the Company or any director, officer or controlling person of the Company in investigating connection with investigation or defending against or appearing as a third-party witness in connection with any such loss, claim, except that the indemnification provided by damage, liability or any Underwriter action in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusrespect thereof. The indemnification in this subsection (b) This indemnity agreement will be in addition to any liability which each such Underwriter may otherwise have and will extendhave. No Underwriter will, on without the same terms and conditionsprior written consent of the Company, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Company, any of its directors, any of its officers and directors of Ford Credit who signed the Registration Statement or the Depositor and each person, if any, any person who controls Ford Credit or the Depositor Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange ActAct is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent includes an unconditional release of the Company and each such director, officer and controlling person from all liability arising out of such claim, action, suit or proceeding.

Indemnification by Underwriters. Each UnderwriterThe Underwriters, severally and not jointly, will hereby indemnify and hold harmless Ford Credit the Company, each of its directors, each nominee (if any) for director named in the Prospectus, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Depositor Company within the meaning of the Act, from and against any losses, claims, damages or liabilities all Liabilities to which Ford Credit the Company or the Depositor any such director, nominee, officer or controlling person may become subject, subject under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) insofar as such Liabilities arise out of or are based on upon (i) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement or any amendment thereto, or the Prospectus, the Prospectus or any Preliminary Prospectus, or any amendment or supplement to any such documentthereto, or any other Time of Sale Information (considered together with ii) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent extent, that the any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any such document amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance on upon and in conformity with written information delivered furnished to Ford Credit the Company through you, by or the Depositor by that Underwriter through the Representatives on behalf of such Underwriters, specifically for use in such document or (Bthe preparation thereof. In no event shall any Underwriter be liable under this Section 7(b) for any amount in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter excess of the representationscompensation received by such Underwriters, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total form of underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusor otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The indemnification in this subsection (b) will foregoing indemnity shall be in addition to any other liability which each any Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor and each person, if any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Acthave.

Indemnification by Underwriters. Each Underwriter, severally and but not jointly, will indemnify hereby indemnifies and hold holds harmless Ford Credit the Company, each of its directors, each nominee (if any) for director named in the Prospectus, each of the officers who have signed the Registration Statement, each person, if any, who signed the Registration Statement, the Selling Stockholders and each person, if any, who controls the Depositor Company, within the meaning of the Act, from and against any losses, claims, damages or liabilities Liabilities to which Ford Credit the Company or the Depositor any such director, nominee, officer or controlling person or Selling Stockholder may become subject, subject under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) insofar as such Liabilities arise out of or are based on upon (i) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement or any amendment thereto, or the Prospectus, the Prospectus or Preliminary Prospectus, or any amendment or supplement to any such documentthereto, or any other Time of Sale Information (considered together with ii) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent that the such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any such document amendment thereto, the Prospectus or Preliminary Prospectus, or any amendment or supplement thereto, or any Blue Sky Application, or any amendment or supplement thereto, in reliance on upon and in conformity with written information delivered furnished to Ford Credit the Company through you by or the Depositor by that on behalf of any Underwriter through the Representatives specifically for use in such document or (Bpreparation thereof. In no event shall any Underwriter be liable under this Section 6(c) for any amount in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter excess of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred compensation received by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total form of underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusor otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The indemnification in this subsection (b) foregoing indemnity will be in addition to any liability which each any Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor and each person, if any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Acthave.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, will indemnify and hold harmless Ford Credit and the each Depositor against any losses, claims, damages or liabilities to which Ford Credit or the either Depositor may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based on any untrue statement or alleged untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus), or an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositor Depositors by that Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor Depositors and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the each Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus. The indemnification in this subsection (b) will be in addition to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor Depositors and each person, if any, who controls Ford Credit or the either Depositor within the meaning of the Securities Act or the Exchange Act.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, Underwriter will indemnify and hold harmless Ford Credit the Company, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Depositor Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which Ford Credit the Company, any such director or officer of the Depositor Company or any such controlling person of the Company may become subject, subject under the Securities Act, the Exchange Act or otherwise, to the extent those insofar as such losses, claims, damages or liabilities (ior actions in respect thereof) arise out of or are based on upon (a) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement or any amendment thereto, any Preliminary Prospectus or the Prospectus, the Preliminary Prospectus, Prospectus or any amendment or supplement to any such documentthereto, or any other Time of Sale Information Application or (considered together with b) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein in the Registration Statement or any amendment thereto, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any Application or necessary to make the statements therein, therein not misleading in the light of the circumstances under in which they were are made, not misleadingin each case to the extent, but only to the extent extent, that the such untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on upon and in conformity with written information delivered furnished to Ford Credit or the Depositor Company by that any Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or therein; and, subject to the Depositor and is not Trust Informationlimitation set forth immediately preceding this clause, or (ii) arise out of or are based on the breach by that Underwriter of the representationswill reimburse, warranties and agreements in Section 5(m) or (n)as incurred, and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them the Company or any director, officer or controlling person of the Company in investigating connection with investigation or defending against or appearing as a third-party witness in connection with any such loss, claim, except that the indemnification provided by damage, liability or any Underwriter action in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusrespect thereof. The indemnification in this subsection (b) will be in addition to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor and each person, if any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Act.This 25

Indemnification by Underwriters. Each Underwriter, Underwriter severally and not jointly, will agrees to indemnify and hold harmless Ford Credit the Company, each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Depositor Company within the meaning of the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the Securities Act (collectively, the "Stockholder Indemnified Parties") against any losses, claims, damages damages, liabilities or liabilities expenses (including, unless the Underwriter or Underwriters elect to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), joint or several, which Ford Credit or the Depositor may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any other federal, state, local or foreign statute or regulation, or at common law, on any untrue statement the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or any such document, as from time to time amended and supplemented) includes an untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus), or an omission or alleged omission omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, but only to the extent that the untrue insofar as any such statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on upon, and in conformity with with, written information delivered furnished to Ford Credit the Company by such Underwriter, directly or the Depositor by that Underwriter through the Representatives Representatives, specifically for use in such document or (B) the preparation thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit any Preliminary Prospectus, the Registration Statement or the Depositor and Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not Trust Informationdescribe this Agreement; provided, however, that in no case is such Underwriter to be liable with respect to any claims made against any Company Indemnified Party or (ii) arise out Stockholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Stockholder Indemnified Party shall have notified such Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or are based on the breach by that Stockholder Indemnified Party, but failure to notify such Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus. The indemnification in this subsection (b) will be in addition to claim shall not relieve it from any liability which each it may have to any Company Indemnified Party or Stockholder Indemnified Party otherwise than on account of its indemnity agreement contained in this paragraph. Such Underwriter may otherwise have and will extendshall be entitled to participate at its own expense in the defense, on the same terms and conditionsor, if it so elects, to assume the officers and directors defense of Ford Credit or the Depositor and each personany suit brought to enforce any such liability, but, if such Underwriter elects to assume the defense, such defense shall be conducted by counsel chosen by it. In the event that any Underwriter elects to assume the defense of any such suit and retain such counsel, the Company Indemnified Parties or Stockholder Indemnified Parties and any other Underwriter or Underwriters or controlling person or persons, defendant or defendants in the suit, shall bear the fees and expenses of any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Act.

Indemnification by Underwriters. Each Underwriter, Underwriter severally and not jointly, will agrees to indemnify and hold harmless Ford Credit the Company, each of its directors, each of its officers who have signed the Registration Statement and each person, if any, who controls the Depositor Company within the meaning of the Securities Act (collectively, the "Company Indemnified Parties") and each Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the Securities Act (collectively, the "Stockholder Indemnified Parties") against any losses, claims, damages damages, liabilities or liabilities expenses (including, unless the Underwriter or Underwriters elect to assume the defense, the reasonable cost of investigating and defending against any claims therefor and fees of counsel incurred in connection therewith), joint or several, which Ford Credit or the Depositor may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based in whole or in part upon the Securities Act, the Exchange Act or any other federal, state, local or foreign statute or regulation, or at common law, on any untrue statement the ground or alleged ground that any Preliminary Prospectus, the Registration Statement or the Prospectus (or any such document, as from time to time amended and supplemented) includes an untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus), or an omission or alleged omission omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under in which they were made, not misleading, but only to the extent that the untrue insofar as any such statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on upon, and in conformity with with, written information delivered furnished to Ford Credit the Company by such Underwriter, directly or the Depositor by that Underwriter through the Representatives Representatives, specifically for use in such document or (B) the preparation thereof, and the parties acknowledge and agree that the only information furnished by the Underwriters to the Company for inclusion in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit any Preliminary Prospectus, the Registration Statement or the Depositor and Prospectus, as from time to time amended or supplemented, is the information under the caption "Underwriting" in the Prospectus that does not Trust Informationdescribe this Agreement; provided, however, that in no case is such Underwriter to be liable with respect to any claims made against any Company Indemnified Party or (ii) arise out Stockholder Indemnified Party against whom the action is brought unless such Company Indemnified Party or Stockholder Indemnified Party shall have notified such Underwriter in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Company Indemnified Party or are based on the breach by that Stockholder Indemnified Party, but failure to notify such Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus. The indemnification in this subsection (b) will be in addition to claim shall not relieve it from any liability which each it may have to any Company Indemnified Party or Stockholder Indemnified Party otherwise than on account of its indemnity agreement contained in this paragraph. Such Underwriter may otherwise have and will extendshall be entitled to participate at its own expense in the defense, on the same terms and conditionsor, if it so elects, to assume the officers and directors defense of Ford Credit or the Depositor and each personany suit brought to enforce any such liability, but, if anysuch Underwriter elects to assume the defense, who controls Ford Credit or such defense shall be conducted by counsel chosen by it. In the Depositor within event that any Underwriter elects to assume the meaning defense of any such suit and retain such counsel, the Securities Act or the Exchange Act.Company Indemnified Parties

Indemnification by Underwriters. Each UnderwriterThe Underwriters, severally jointly and not jointlyseverally, will hereby indemnify and hold harmless Ford Credit the Company, each of its directors, each nominee (if any) for director named in the Prospectus, each of its officers who have signed the Registration Statement, and each person, if any, who controls the Depositor Company within the meaning of the Act, from and against any losses, claims, damages or liabilities all Liabilities to which Ford Credit the Company or the Depositor any such director, nominee, officer or controlling person may become subject, subject under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) insofar as such Liabilities arise out of or are based on upon (i) any untrue statement or alleged untrue statement of a any material fact (A) contained in the Registration StatementStatement or any amendment thereto, or the Prospectus, the Prospectus or any Preliminary Prospectus, or any amendment or supplement to any such documentthereto, or any other Time of Sale Information (considered together with ii) the Preliminary Prospectus), or an omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in each case to the light of the circumstances under which they were made, not misleadingextent, but only to the extent extent, that the (A) any such Liabilities arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement or any such document amendment thereto, or the Prospectus or any Preliminary Prospectus, or any amendment or supplement thereto, in reliance on upon and in conformity with written information delivered furnished to Ford Credit the Company through you, by or the Depositor by that Underwriter through the Representatives on behalf of such Underwriters, specifically for use in such document the preparation thereof, or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter a copy of the representationsProspectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriters to the person asserting such Liabilities and who purchased Securities from such Underwriters, warranties and agreements in if required by law so to have been delivered, at or prior to the written confirmation of the sale of the Securities to such person, if the Prospectus (as so amended or supplemented) would have cured the defect giving rise to such Liability. In no event shall the Underwriters be liable under this Section 5(m6(b) or (n), and will reimburse Ford Credit and the Depositor for any legal or other expenses reasonably incurred amount in excess of the compensation received by them the Underwriters, in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total form of underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectusor otherwise, pursuant to this Agreement or any other agreement contemplated hereby. The indemnification in this subsection (b) will foregoing indemnity shall be in addition to any other liability which each Underwriter the Underwriters may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositor and each person, if any, who controls Ford Credit or the Depositor within the meaning of the Securities Act or the Exchange Acthave.

Indemnification by Underwriters. Each Underwriter, severally and not jointly, will The Underwriters agree to indemnify and hold harmless Ford Credit the Company, and each director, officer, employee and agent of the Depositor Company and each person who controls the Company within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities liabilities, joint or several, to which Ford Credit they or the Depositor any of them may become subject, subject under the Securities Act or otherwiseany other statute or at common law and to reimburse persons indemnified as above for any legal or other expenses (including the cost of any investigation and preparation) incurred by them in connection with any litigation, to the extent those whether or not resulting in any liability, but only insofar as such losses, claims, damages or damages, liabilities (i) and litigation arise out of or are based on upon any untrue statement in or alleged untrue statement of a material fact (A) in omission from the Registration Statement, the Prospectus, the Preliminary Prospectus, Statement or any amendment thereto, or the Prospectus (as amended or as supplemented, if amended or supplemented as aforesaid) or any application or other document filed in any state or jurisdiction in order to qualify the Units under the securities laws thereof, if such statement or omission was made in reliance upon information peculiarly within its knowledge and furnished in writing to the Company by the Underwriters on their behalf specifically for use in connection with the preparation thereof or supplement thereto. This indemnity agreement is in addition to any such document, or other liability which the Underwriters may otherwise have to the Company and any other Time person indemnified as provided above. The Underwriters shall not be liable for amounts paid in settlement of Sale Information (considered together with any such litigation if such settlement was effected without the Preliminary Prospectus)consent of the Underwriters. In case of commencement of any action in respect of which indemnity may be sought from the Underwriters on account of the indemnity agreement contained in this Section 6.2, or an omission or alleged omission to state a material fact required each person agreed to be stated therein or necessary indemnified by the Underwriters shall have the same obligation to make notify the statements thereinUnderwriters as the Underwriters have toward the Company in Section 6.1 above, subject to the same loss of indemnity in the light of event such notice is not given, and the circumstances under which they were madeUnderwriters shall have the same right to participate in (and, not misleading, but only to the extent that they shall wish, to direct) the untrue statement defense of such action at their own expense, but such defense shall be conducted by counsel of recognized standing and satisfactory to the Company or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity with written information delivered other person indemnified as provided above. The Underwriters agree to Ford Credit or notify the Depositor by that Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositor and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter Company promptly of the representations, warranties commencement of any litigation against the Underwriters (and agreements in Section 5(m) or (nany other person indemnified as provided above), of which it may be advised, in connection with the issue and will reimburse Ford Credit and the Depositor for sale of any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus. The indemnification in this subsection (b) will be in addition securities of the Company, and to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, furnish to the officers Company at its request copies of all pleadings therein and directors apprise it of Ford Credit or all the Depositor developments therein, all at the Underwriters' expense, and each person, if any, who controls Ford Credit or permit the Depositor within the meaning of the Securities Act or the Exchange ActCompany to be an observer therein.