Common use of Indenture Trustee Opinion Clause in Contracts

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation validly existing under the laws of the State of New York (ii) The Indenture Trustee has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Document. (iii) No approval, authorization or other action by or filing with any governmental authority of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxEmmet, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of AmericaBase Indenture, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with Supplement and the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each Series Account Control Agreement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Indenture and the Series Account Control Agreement does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to such counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to such counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Indenture and the Series Account Control Agreement, or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx Xxxxx Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is Trustee, based upon a banking corporation validly existing under the laws certificate of good standing issued by the State of New York (ii) The Indenture Trustee , is validly existing as a banking corporation in good standing under the laws of that State, and has the requisite entity power and authority to execute and deliver the Transaction Documents Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Control Agreement (the “Indenture Trustee Documents”) and to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Documentthereunder. (iiiii) No approval, authorization or other action by or filing with any governmental authority of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers Each of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly authorized by all requisite corporate action on the part of the Indenture Trustee, executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation Trustee. (iii) Each of the Indenture Trustee, enforceable against Trustee Documents to which the Indenture Trustee is a party, assuming (unless opined to herein) the necessary entity power and authority, authorization, execution, authentication, payment and delivery of and by each party thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder in accordance with its respective termsterms against the Indenture Trustee. (viiv) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in any breach or violation of its certificate of incorporation or bylaws. (v) With respect to the Indenture Trustee, to such counsel’s knowledge, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the its ability of the Indenture Trustee to perform its obligations under any of the Transaction Indenture Trustee Documents to which the Indenture Trustee it is a party. (vi) With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any United States federal or State of New York court, agency or other governmental body under any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Indenture Trustee Documents, except such as may be required under the securities laws of any State of the United States or such as have been obtained, effected or given. (vii) With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in any breach or violation of any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Indenture Trustee Documents. (viii) The Notes have been duly authenticated and delivered by a duly authorized officer of the Indenture Trustee in accordance with the Indenture.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx Xxxxx Xxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is Trustee, based upon a banking corporation validly existing under the laws certificate of good standing issued by the State of New York (ii) The Indenture Trustee , is validly existing as a banking corporation in good standing under the laws of that State, and has the requisite entity power and authority to execute and deliver the Transaction Documents Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Control Agreement (the “Indenture Trustee Documents”) and to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Documentthereunder. (iiiii) No approval, authorization or other action by or filing with any governmental authority of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers Each of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly authorized by all requisite corporate action on the part of the Indenture Trustee, executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation Trustee. (iii) Each of the Indenture Trustee, enforceable against Trustee Documents to which the Indenture Trustee is a party, assuming (unless opined to herein) the necessary entity power and authority, authorization, execution, authentication, payment and delivery of and by each party thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder in accordance with its respective termsterms against the Indenture Trustee. (viiv) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in any breach or violation of its certificate of incorporation or bylaws. (v) With respect to the Indenture Trustee, to the counsel’s knowledge, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such an action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the its ability of the Indenture Trustee to perform its obligations under any of the Transaction Indenture Trustee Documents to which the Indenture Trustee it is a party. (vi) With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any United States federal or State of New York court, agency or other governmental body under any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Indenture Trustee Documents, except as may be required under the securities laws of any State of the United States or as have been obtained, effected or given. (vii) With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in any breach or violation of any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Indenture Trustee Documents. (viii) The Notes have been duly authenticated and delivered by a duly authorized officer of the Indenture Trustee in accordance with the Indenture.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation validly existing under the laws of the State of New York. (ii) The Indenture Trustee has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Document. (iii) No approval, authorization or other action by or filing with any governmental authority of the United States of AmericaStates, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such those Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such that counsel’s knowledge, with respect to regarding the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate any such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP [_______________] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers of Base Indenture and the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each Supplement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Indenture does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxEmmet, Xxxxxx & Mxxxxx Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers of Base Indenture and the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each Supplement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Indenture does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation validly existing under the laws of the State of New York. (ii) The Indenture Trustee has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Document. (iii) No approval, authorization or other action by or filing with any governmental authority of the United States of AmericaStates, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxEmmet, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of AmericaBase Indenture, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with Supplement, the execution Control Agreement and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or bySeries 2015-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each 2 Control Agreement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-2 Control Agreement does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to the counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-2 Control Agreement or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives Underwriters will have received an opinion addressed to the Representativesor opinions of Dxxxxxxxx Sxxxxxx LLP, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special New York counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance substantially to the Representatives and their counsel, to the effect thatfollowing effect: (i) The Indenture Trustee has been duly incorporated and is validly existing as a banking corporation validly existing under the laws of the State of New York (ii) The Indenture Trustee , and has the requisite power and authority (corporate and other) to execute enter into, and deliver to take all action required of it under the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Basic Documents to which it is a party. (ii) Each of the Basic Documents to which the Indenture Trustee is a party has been duly authorized, executed and has taken all necessary action delivered by the Indenture Trustee. Each of the Basic Documents to authorize which the Indenture Trustee is a party constitutes a legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of rights of creditors generally, the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the limitations on rights to indemnification and contribution which may be imposed by applicable law or equitable principles. (iii) The Class 2009-A1 Notes have been duly authenticated and delivered by or on behalf of the Indenture Trustee. (iv) The execution and delivery of each of the Transaction Basic Documents to which it the Indenture Trustee is a party and the performance by it the Indenture Trustee of the terms of each such Transaction Documentdo not conflict with or result in a violation of (A) any law or regulation of the United States of America or the State of New York governing the banking or trust powers of the Indenture Trustee, or (B) the articles of incorporation or bylaws of the Indenture Trustee. (iiiv) No approval, authorization or other action by by, or filing with with, any governmental authority of the United States of America, America or of the State of New York, York having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the its execution and delivery of the Basic Documents to which it is a party or the performance by the Indenture Trustee of the Transaction terms of the Basic Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is Trustee, based upon a banking corporation validly existing under the laws certificate of good standing issued by the State of New York (ii) The Indenture Trustee , is validly existing as a banking corporation in good standing under the laws of that State, and has the requisite entity power and authority to execute and deliver the Transaction Documents Indenture, the Administration Agreement, the Sale and Servicing Agreement and the Control Agreement (the “Indenture Trustee Documents”) and to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Documentthereunder. (iiiii) No approval, authorization or other action by or filing with any governmental authority of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers Each of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly authorized by all requisite corporate action on the part of the Indenture Trustee, executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation Trustee. (iii) Each of the Indenture Trustee, enforceable against Trustee Documents to which the Indenture Trustee is a party, assuming (unless opined to herein) the necessary entity power and authority, authorization, execution, authentication, payment and delivery of and by each party thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder in accordance with its respective termsterms against the Indenture Trustee. (viiv) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in any breach or violation of its certificate of incorporation or bylaws. (v) With respect to the Indenture Trustee, to such counsel’s knowledge, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the its ability of the Indenture Trustee to perform its obligations under any of the Transaction Indenture Trustee Documents to which the Indenture Trustee it is a party. (vi) With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any United States federal or State of New York court, agency or other governmental body under any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Indenture Trustee Documents, except such as may be required under the securities laws of any State of the United States or such as have been obtained, effected or given. (vii) With respect to the Indenture Trustee, the performance of its obligations under each of the Indenture Trustee Documents to which it is a party and the consummation of the transactions contemplated thereby will not result in any breach or violation of any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Indenture Trustee Documents. (viii) The Notes have been duly authenticated and delivered by a duly authorized officer of the Indenture Trustee in accordance with the Indenture.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxEmmet, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of AmericaBase Indenture, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with Supplement, the execution Control Agreement and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or bySeries 2015-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each 1 Control Agreement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-1 Control Agreement does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to the counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-1 Control Agreement or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives Underwriters will have received an opinion addressed to the Representativesor opinions of Oxxxxx, the Depositor and Ford Credit of XxxxxxHxxxxxxxxx & Sxxxxxxxx LLP, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special New York counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance substantially to the Representatives and their counsel, to the effect thatfollowing effect: (i) The Indenture Trustee has been duly incorporated and is validly existing as a banking corporation validly existing under the laws of the State of New York (ii) The Indenture Trustee , and has the requisite power and authority (corporate and other) to execute enter into, and deliver to take all action required of it under the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Basic Documents to which it is a party. (ii) Each of the Basic Documents to which the Indenture Trustee is a party has been duly authorized, executed and has taken all necessary action delivered by the Indenture Trustee. Each of the Basic Documents to authorize which the Indenture Trustee is a party constitutes a legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of rights of creditors generally, the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the limitations on rights to indemnification and contribution which may be imposed by applicable law or equitable principles. (iii) The Class 2006-A7 Notes have been duly authenticated and delivered by or on behalf of the Indenture Trustee. (iv) The execution and delivery of each of the Transaction Basic Documents to which it the Indenture Trustee is a party and the performance by it the Indenture Trustee of the terms of each such Transaction Documentdo not conflict with or result in a violation of (A) any law or regulation of the United States of America or the State of New York governing the banking or trust powers of the Indenture Trustee, or (B) the articles of incorporation or bylaws of the Indenture Trustee. (iiiv) No approval, authorization or other action by by, or filing with with, any governmental authority of the United States of America, America or of the State of New York, York having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the its execution and delivery of the Basic Documents to which it is a party or the performance by the Indenture Trustee of the Transaction terms of the Basic Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives Underwriters will have received an opinion addressed to the Representatives, the Depositor and Ford Credit or opinions of Xxxxxx, Xxxxxx Xxxxxxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment)Xxxxxxxxx LLP, special New York counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance substantially to the Representatives and their counsel, to the effect thatfollowing effect: (i) The Indenture Trustee has been duly incorporated and is validly existing as a banking corporation validly existing under the laws of the State of New York (ii) The Indenture Trustee , and has the requisite power and authority (corporate and other) to execute enter into, and deliver to take all action required of it under the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Basic Documents to which it is a party. (ii) Each of the Basic Documents to which the Indenture Trustee is a party has been duly authorized, executed and has taken all necessary action delivered by the Indenture Trustee. Each of the Basic Documents to authorize which the Indenture Trustee is a party constitutes a legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of rights of creditors generally, the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the limitations on rights to indemnification and contribution which may be imposed by applicable law or equitable principles. (iii) The Class 200[•]-[A][B][C][•] Notes have been duly authenticated and delivered by or on behalf of the Indenture Trustee. (iv) The execution and delivery of each of the Transaction Basic Documents to which it the Indenture Trustee is a party and the performance by it the Indenture Trustee of the terms of each such Transaction Documentdo not conflict with or result in a violation of (A) any law or regulation of the United States of America or the State of New York governing the banking or trust powers of the Indenture Trustee, or (B) the articles of incorporation or bylaws of the Indenture Trustee. (iiiv) No approval, authorization or other action by by, or filing with with, any governmental authority of the United States of America, America or of the State of New York, York having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the its execution and delivery of the Basic Documents to which it is a party or the performance by the Indenture Trustee of the Transaction terms of the Basic Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxEmmet, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of AmericaBase Indenture, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with Supplement, the execution Control Agreement and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or bySeries 2014-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each 4 Control Agreement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2014-4 Control Agreement does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to the counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2014-4 Control Agreement or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx________, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation validly existing under the laws of the State of New York (ii) The Indenture Trustee has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Document. (iii) No approval, authorization or other action by or filing with any governmental authority of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxEmmet, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of AmericaBase Indenture, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with Supplement, the execution Control Agreement and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or bySeries 2015-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each 4 Control Agreement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-4 Control Agreement does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to the counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-4 Control Agreement or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of XxxxxxEmmet, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of AmericaBase Indenture, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with Supplement, the execution Control Agreement and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or bySeries 2015-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each 5 Control Agreement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-5 Control Agreement does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to the counsel’s knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to the counsel’s knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Base Indenture, the Indenture Supplement, the Control Agreement and the Series 2015-5 Control Agreement or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP _____________________ (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation validly existing under the laws of the State of New York. (ii) The Indenture Trustee has the requisite power and authority to execute and deliver the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Documents to which it is a party, and has taken all necessary action to authorize the execution and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction Document. (iii) No approval, authorization or other action by or filing with any governmental authority of the United States of AmericaStates, or of the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such those Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such that counsel’s knowledge, with respect to regarding the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate any such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives Underwriters will have received an opinion addressed to the Representativesor opinions of Xxxxxxxxx Xxxxxxx LLP, the Depositor and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment), special New York counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance substantially to the Representatives and their counsel, to the effect thatfollowing effect: (i) The Indenture Trustee has been duly incorporated and is validly existing as a banking corporation validly existing under the laws of the State of New York (ii) The Indenture Trustee , and has the requisite power and authority (corporate and other) to execute enter into, and deliver to take all action required of it under the Transaction Documents to which it is a party and perform its obligations under each of the Transaction Basic Documents to which it is a party. (ii) Each of the Basic Documents to which the Indenture Trustee is a party has been duly authorized, executed and has taken all necessary action delivered by the Indenture Trustee. Each of the Basic Documents to authorize which the Indenture Trustee is a party constitutes a legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of rights of creditors generally, the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and the limitations on rights to indemnification and contribution which may be imposed by applicable law or equitable principles. (iii) The Class 200[•]-[A][B][C][•] Notes have been duly authenticated and delivered by or on behalf of the Indenture Trustee. (iv) The execution and delivery of each of the Transaction Basic Documents to which it the Indenture Trustee is a party and the performance by it the Indenture Trustee of the terms of each such Transaction Documentdo not conflict with or result in a violation of (A) any law or regulation of the United States of America or the State of New York governing the banking or trust powers of the Indenture Trustee, or (B) the articles of incorporation or bylaws of the Indenture Trustee. (iiiv) No approval, authorization or other action by by, or filing with with, any governmental authority of the United States of America, America or of the State of New York, York having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the its execution and delivery of the Basic Documents to which it is a party or the performance by the Indenture Trustee of the Transaction terms of the Basic Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each constitutes a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its respective terms. (vi) The Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms of the Indenture. (vii) To such counsel’s knowledge, with respect to the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositor[s] and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP ___________ (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation an [entity type] duly organized and validly existing under the laws of the State of New York[State] and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers of Base Indenture and the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each Supplement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Indenture does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or [State] law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.

Indenture Trustee Opinion. The Representatives will have received an opinion addressed to the Representatives, the Depositor Depositors and Ford Credit of Xxxxxx, Xxxxxx & Xxxxxx LLP [ ] (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, to the effect that: (i) The Indenture Trustee is a banking corporation duly organized and validly existing under the laws of the State of New YorkYork and is authorized and qualified to accept the trusts imposed by the Indenture and to act as Indenture Trustee under the Indenture for the issuance by the Trust of the Notes. (ii) The Indenture Trustee has the requisite all necessary power and authority to execute and deliver the Transaction Documents to which it is a party enter into, and perform its obligations under each of under, the Transaction Documents to which it is a party, Indenture Supplement and has taken all necessary action to authorize duly authorized, executed and delivered the execution Base Indenture and delivery of the Transaction Documents to which it is a party and performance by it of each such Transaction DocumentIndenture Supplement. (iii) No approval, authorization or other action by or filing with any governmental authority Each of the United States of America, or of the State of New York, having jurisdiction over the banking or trust powers of Base Indenture and the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Transaction Documents to which it is a party. (iv) The execution and delivery of the Transaction Documents to which the Indenture Trustee is a party and its performance of its respective terms of such Transaction Documents, do not conflict with or result in a violation of the articles of incorporation or by-laws of the Indenture Trustee or the applicable federal laws of the United States of America or of the State of New York having jurisdiction over the banking or trust powers of the Indenture Trustee. (v) Each of Transaction Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture Trustee and each Supplement constitutes a legal, valid and binding obligation of the Indenture Trustee, Trustee enforceable against the Indenture Trustee in accordance with its respective terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (viiv) The performance by the Indenture Trustee of the obligations under the Indenture does not conflict with or result in a breach of or constitute a default under the Indenture Trustee’s organization certificate or by-laws, any federal or New York State law, rule or regulation governing its banking or trust powers or, to our knowledge, without independent investigation, any judgment or order applicable to it or its acts, properties or, to our knowledge, without independent investigation, any indenture, mortgage, contract or other agreement or instrument to which the Indenture Trustee is a party or by which it is bound. (v) The Notes delivered on the Closing Date have been duly authenticated and delivered by the Indenture Trustee in accordance with the terms of the Indenture. (viivi) To such counsel’s knowledgeNeither the performance by the Indenture Trustee of the obligations under the Indenture or the authentication of the Notes requires the consent, authorization, order or approval of, the giving of notice to, the registration with, or the taking of any other action with respect to to, any governmental authority or agency under the laws of the State of New York or federal laws of the United States governing the banking or trust powers of the Indenture Trustee, there is no legal action, suit, proceeding or investigation before any court, agency or other governmental body pending or threatened (by written communication to it of a present intention to initiate such action, suit or proceeding) against it which, either in one instance or in the aggregate, draws into question the validity of, seeks to prevent the consummation of any of the transactions contemplated by or would impair materially the ability of the Indenture Trustee to perform its obligations under the Transaction Documents to which the Indenture Trustee is a party.