Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorIssuing Entity, threatened by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement became effectiveeffective complied, and the Preliminary Prospectus Prospectus, as of its date, complied, and as of the Time of Sale will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale Sale, and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading and the Prospectus, on the Closing Date, will comply in all material requests respects with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor Issuing Entity makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Issuing Entity in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Preliminary Prospectus or the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Issuing Entity of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to on Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the such Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the such Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Ford Credit or such Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the such Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, the date of the Prospectus Supplement and as of the Time of Sale date that any such amendment to the Registration Statement became effective, did and will comply, (during the Prospectus Delivery Period (as defined below)) comply in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus Supplement, as of the date of any amendment or other supplement to the Prospectus and on the Closing Date, the Prospectus did and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative Lead Underwriters expressly for use in the Registration Statement and the Prospectus and any amendment or supplement theretothereto or (ii) the Sellers' Information (as defined in Section 6(a)) or (iii) the 8-K Information (as defined in Section 7(a)); and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Certificate Administrator’s Information (as defined in Section 7(a)); (vi) the Trustee’s Information (as defined in Section 7(a)); and (vii) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorIssuer, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale effective and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of the applicable Terms Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor Issuer makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Issuer in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Bank of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the ActProspectus;

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Commission under the Act; no stop Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, any such post-effective amendment complied and as of the Time of Sale will comply, comply in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Prospectus, on Company in writing by the Closing Date, will comply Underwriter expressly for use in all material requests with the Act Registration Statement and as of the date of the Prospectus and any amendment or supplement thereto thereto, it being understood and on agreed that the Closing Date, only such information furnished by the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light Underwriter consists of the circumstances under which they were made, not misleading, information described as such in Section 9(c) hereof; provided, further that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Selling Stockholder furnished to the Depositor Company in writing by such Underwriter through the Representative Selling Stockholder expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to the use only such information furnished by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as any Selling Stockholder consists of the date of this Agreement and will be satisfied information described as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated such in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Section 9(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Certificate Administrator’s and Trustee’s Information (as defined in Section 7(a)); and (vi) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorBank, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale effective and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of the applicable Terms Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Bank in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Bank of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the ActProspectus;

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA"), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared became effective by upon filing with the Commission under Rule 462(e) under the Securities Act on November 9, 2018 and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act; no stop . No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; the Registration Statement as of the Effective Date complies, and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and thereto as of the Time of Sale date it becomes effective will comply, in all material respects respects, with the Act requirements of the Securities Act, as amended, and the rules and regulations of the Commission thereunder, and the Registration Statement did not at the time the Registration Statement became effectiveStatement, or as of the Time Effective Date did not, and any amendment thereto as of Sale and the date it becomes effective will not on the Closing Date not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement thereto to the Prospectus, as of the date of such amendment or supplement, will not, and on as of the Closing Date, the Prospectus will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Bank makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act (as defined in Section 1(a)(xviii)) or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Bank in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; and the ProspectusProspectus and any amendment or supplement thereto did not, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto thereto, and will not, on the date of this Agreement and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor makes no representation and or warranty with respect to about any statements or omissions made in reliance upon on and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such that Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the . The conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, and the conditions of Rule 415 under the Securities Act have been satisfied for the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared became effective by upon filing with the Commission under Rule 462(e) under the Securities Act on November 3, 2021 and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act; no stop . No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; the Registration Statement as of the Effective Date complies, and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and thereto as of the Time of Sale date it becomes effective will comply, in all material respects respects, with the Act requirements of the Securities Act, as amended, and the rules and regulations of the Commission thereunder, and the Registration Statement did not at the time the Registration Statement became effectiveStatement, or as of the Time Effective Date did not, and any amendment thereto as of Sale and the date it becomes effective will not on the Closing Date not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement thereto to the Prospectus, as of the date of such amendment or supplement, will not, and on as of the Closing Date, the Prospectus will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Bank makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act (as defined in Section 1(a)(xviii)) or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Bank in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale will comply, in all material respects with the Act Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act Act, and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorIssuing Entity, threatened by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement became effectiveeffective complied, and the Preliminary Prospectus Prospectus, as of its date, complied, and as of the Time of Sale will comply, in all material respects with the Act Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale Sale, and will not on the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests respects with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor Issuing Entity makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Issuing Entity in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Preliminary Prospectus or the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Issuing Entity of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; and the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to on Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Trustee’s Information (as defined in Section 7(a)); (vi) the Certificate Administrator’s Information (as defined in Section 7(a)); and (vii) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA"), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto to the Prospectus and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon on and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such the Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and to the Prospectus. The conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, any such post-effective amendment complied and as of the Time of Sale will comply, comply in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act (as defined below) and the rules and regulations thereunder; and as of the date of the Prospectus and any amendment or supplement thereto, including any documents incorporated or deemed to be incorporated by reference and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Depositor Company in writing by such the Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) hereof; and provided, further that the conditions Company makes no representation and warranty with respect to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated statements or omissions made in the Registrant Requirements Registration Statement and the Prospectus and any amendment or supplement thereto in reliance upon and in conformity with information relating to any Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the General Instructions to Form SF-3Registration Statement and the Prospectus and any amendment or supplement thereto, have been satisfied as it being understood and agreed that the only such information furnished by or on behalf of any Selling Stockholder consists of the date of this Agreement and will be satisfied information described as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated such in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Section 4(e).

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers' Information (as defined in Section 7(a)); (iii) the information set forth in the Prospectus under the heading "Transaction Parties--The Master Servicer" (the "Master Servicer's Information"); (iv) the information set forth in the Prospectus under the heading "Transaction Parties--The Special Servicer" (the "Special Servicer's Information"); (v) the information set forth in the Prospectus under the heading "Transaction Parties--The Trustee, Certificate Registrar, Authenticating Agent and Custodian," but only with respect to the first, third, fourth, fifth, sixth and seventh paragraphs thereof (the "Trustee's Information); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by At the Commission under the Act; no stop order suspending time of the effectiveness of the Registration Statement has been issued by or any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission and no proceeding for that purpose has been instituted orpursuant to Rule 424(b), when any supplement to the knowledge or amendment of the Depositor, threatened by Prospectus is filed with the Commission, at all other subsequent times until the completion of the public offer and sale of the Firm Securities and Option Securities, if applicable, and at the Closing Date and any Option Closing Date, if applicable, the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, amendments thereof and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale supplements or exhibits thereto complied or will comply, comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Registration Statement Rules and Regulations, and did not at the time the Registration Statement became effectiveand will not, or as of the Time date of Sale and will not on the Closing Date such amendment or supplement, contain any an untrue statement of a material fact and did not and will not, as of the date of such amendment or supplement, omit to state any material fact required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration Statement, not misleading, and (ii) in the case of the Prospectus, in light of the circumstances under which they were made as of its date, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Transaction Securities or any amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no . No representation and warranty is made in this subsection (b), however, with respect to any statements information contained in or omissions made omitted from the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Depositor in writing Company by such or on behalf of any Underwriter through the Representative expressly specifically for use therein. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the following information in the Registration Statement and Prospectus: the statements concerning the Underwriters set forth in the “Underwriting” section of the Prospectus and any amendment or supplement thereto; and (the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;“Underwriters’ Information”).

Registration Statement and Prospectus. (i) The Registration Statement has been declared heretofore become effective by the Commission under the Securities Act; no stop order of the Commission preventing or suspending the use of the Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement Statement, has been issued by the Commission issued, and no proceeding proceedings for that such purpose has have been instituted or, to the knowledge of the DepositorCompany’s knowledge, threatened are contemplated by the Commission; (ii) Other than a Rule 462(b) Registration Statement, and no other document with respect to the Initial Registration Statement and any amendment theretohas heretofore been filed with the Commission; (iii) The Registration Statement complied when it became effective, complies as of the Effective Time and, as amended or supplemented, at the time Time of Purchase and at any Additional Time of Purchase, as the Registration Statement became effectivecase may be, and at all times during which a prospectus is required by the Preliminary Prospectus as Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of its dateSecurities, complied, and as of the Time of Sale will comply, in all material respects respects, with the Act and requirements of the Securities Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time of Sale and will not on the Closing Date Effective Time, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; the Disclosure Package does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the Time of Purchase and the Additional Time of Purchase, as applicable, and at all times during which a prospectus is required by the ProspectusSecurities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Securities, on the Closing Date, will comply in all material requests respects, with the requirements of the Securities Act and as (including, without limitation, Section 10(a) of the Securities Act); at no time during the period that begins on the earlier of the date of the Prospectus and any amendment or supplement thereto the date the Prospectus is filed with the Commission and on ends at the Closing Datelater of the Time of Purchase, the Prospectus Additional Time of Purchase and the end of the period during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Securities did or will not contain any the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Permitted Free Writing Prospectus, if any, does not conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, and at no time during the period that begins on the date of such Permitted Free Writing Prospectus and ends at the Time of Purchase and at the Additional Time of Purchase, as applicable, did or will any Permitted Free Writing Prospectus include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor Company makes no representation and or warranty in this Section 3(b) with respect to any statements statement contained in the Registration Statement, the Prospectus or omissions made any Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to any concerning the Underwriter that is furnished to the Depositor in writing by such Underwriter through to the Representative Company expressly for use in the Registration Statement and Statement, the Prospectus or such Permitted Free Writing Prospectus, it being understood and any amendment or supplement thereto; and agreed that the conditions to the use only such information furnished by the Depositor Underwriter consists of the information described as such in Section 8(g) hereof; each Incorporated Document, at the time such document was filed with the Commission, complied, in all material respects, with the requirements of the Exchange Act and did not include an untrue statement of a registration statement on Form SF-3 under material fact or omit to state a material fact necessary in order to make the Actstatements therein, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as light of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes circumstances under a registration statement on Form SF-3 under the Actwhich they were made, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;not misleading.

Registration Statement and Prospectus. The Registration Statement has been declared effective by On the Commission under Effective Date, upon the Act; no stop order suspending filing or first delivery to the effectiveness Investors of the Prospectus, as of the date hereof, and at the Closing Date, the Registration Statement has been issued by (and any post-effective amendment thereto) and the Prospectus (as amended or as supplemented if the Company shall have filed with the Commission and no proceeding for that purpose has been instituted or, any amendment or supplement to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement or the Prospectus) complied and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale will comply, in all material respects respects, with the requirements of the Securities Act and the Registration Statement Rules and Regulations and the Exchange Act and the rules and regulations of the Commission thereunder and did not at the time Effective Date, does not as of the date hereof and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein (in light of the circumstances under which they were made, in the case of the Prospectus) not misleading. Notwithstanding the foregoing, none of the representations and warranties in this paragraph 2(b) shall apply to statements in, or omissions from, the Registration Statement became effectiveor the Prospectus, or as any amendment or supplement thereto made in reliance upon, and in conformity with, information herein or otherwise furnished in writing by or on behalf of the Time Placement Agent to the Company expressly for use in the Registration Statement or the Prospectus or any amendment or supplement thereto. The Incorporated Documents, at the time they became effective or were filed with the Commission, complied in all material respects with the requirements of Sale the Exchange Act and will did not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has not distributed and will not distribute, and prior to the Prospectuscompletion of the distribution of the Securities, on the Closing Date, will comply any offering material in all material requests connection with the Act offering and as sale of the date of the Prospectus and any amendment or supplement thereto and on the Closing DateSecurities, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative expressly for use in other than the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by At the Commission under the Act; no stop order suspending time of the effectiveness of the Registration Statement has been issued by or any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission and no proceeding for that purpose has been instituted orpursuant to Rule 424(b), when any supplement to the knowledge or amendment of the Depositor, threatened by Prospectus is filed with the Commission, when any document filed under the Exchange Act was or is filed, at all other subsequent times until the completion of the public offer and sale of the Firm Securities and Option Securities, and at the Closing Date and any Option Closing Date, the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, amendments thereof and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale supplements or exhibits thereto complied or will comply, comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Registration Statement Rules and Regulations, and did not at the time the Registration Statement became effectiveand will not, or as of the Time date of Sale and will not on the Closing Date such amendment or supplement, contain any an untrue statement of a material fact and did not and will not, as of the date of such amendment or supplement, omit to state any material fact required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration Statement, not misleading, and (ii) in the case of the Prospectus, in light of the circumstances under which they were made as of its date, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Transaction Securities or any amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no . No representation and warranty is made in this subsection (b), however, with respect to any statements information contained in or omissions made omitted from the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Depositor in writing Company by such or on behalf of any Underwriter through the Representative expressly specifically for use therein. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the statements set forth in the Registration Statement and “Underwriting” section of the Prospectus only insofar as such statements relate to (i) the names and any amendment or supplement thereto; corresponding share amounts set forth in the table of Underwriters, (ii) the amount of selling concession and the conditions to the use re-allowance, (iii) over-allotment and related activities that may be undertaken by the Depositor of a registration statement on Form SF-3 under Underwriters, (iv) the Actsubsection “Price Stabilization, as stated in Short Positions and Penalty Bids,” and (v) the Registrant Requirements in subsection “Electronic Distribution” (the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;“Underwriters’ Information”).

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Trustee’s Information (as defined in Section 7(a)); (vi) the Certificate Administrator’s Information (as defined in Section 7(a)) and (vii) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; thereto and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by At the Commission under the Act; no stop order suspending time of the effectiveness of the Registration Statement has been issued by or any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission and no proceeding for that purpose has been instituted orpursuant to Rule 424(b), when any supplement to the knowledge or amendment of the Depositor, threatened by Prospectus is filed with the Commission, when any document filed under the Exchange Act was or is filed, at all other subsequent times until the completion of the public offer and sale of the Units, and at the Closing Date, the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, amendments thereof and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale supplements or exhibits thereto complied or will comply, comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Registration Statement Rules and Regulations, and did not at the time the Registration Statement became effectiveand will not, or as of the Time date of Sale and will not on the Closing Date such amendment or supplement, contain any an untrue statement of a material fact and did not and will not, as of the date of such amendment or supplement, omit to state any material fact required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration Statement, not misleading, and (ii) in the case of the Prospectus, in light of the circumstances under which they were made as of its date, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Transaction Securities or any amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no . No representation and warranty is made in this subsection (b), however, with respect to any statements information contained in or omissions made omitted from the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Depositor in writing Company by such or on behalf of any Underwriter through the Representative expressly specifically for use therein. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the statements set forth in the Registration Statement and “Underwriting” section of the Prospectus and any amendment or supplement thereto; and the conditions only insofar as such statements relate to the use names and corresponding share amounts set forth in the table of Underwriters, the amount of selling concession and re-allowance or to over-allotment and related activities that may be undertaken by the Depositor of a registration statement on Form SF-3 under Underwriters, the Act, as stated paragraph relating to stabilization by the Underwriters and such other information contained in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as “Underwriting” section of the date of this Agreement and will be satisfied as of the Closing Date; the conditions Prospectus relating to the offering of Underwriters that was provided in writing by the Notes under a registration statement on Form SF-3 under Underwriters (the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;“Underwriters’ Information”).

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorDepositors, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its datethe Time of Sale, complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Securities Act and the Registration Statement did not at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes Depositors make no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the a Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Depositors of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA") and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; thereto and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Commission under the Act; no stop Company. No order suspending the effectiveness of the Registration Statement Statement, the Prospectus or any Permitted Free Writing Prospectus has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Shares has been instituted initiated or, to the knowledge of the DepositorCompany, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, any such post-effective amendment complied and as of the Time of Sale will comply, comply in all material respects with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby comply with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date, in all material respects, with the requirements of the Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingits initial effectiveness, and the Prospectusdoes not or will not, on the Closing Dateas then amended or supplemented, will comply in all material requests with the Act and as of the date of the Prospectus each Representation Date and any amendment or supplement thereto did not and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; as of each Representation Date, the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, providedhowever, that the Depositor Company makes no representation and or warranty with respect to any statements statement in or omissions omission from the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus made in reliance upon upon, and in conformity with with, information relating to any Underwriter the Agent and furnished to the Depositor Company in writing by such Underwriter through or on behalf of the Representative Agent expressly for use in the Registration Statement and the Prospectus or such Permitted Free Writing Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to the use only such information furnished by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as Agent consists of the date information described as such in Section 7(b) hereof. As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement and will be satisfied as Agreement, the time of the Closing Date; Agent’s initial entry into contracts with investors for the conditions sale of such Shares and (ii) with respect to the each offering of Shares pursuant to any relevant Terms Agreement, the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as time of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 sale of the Act;such Shares.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the . The conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the . The conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Settlement Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) the guidance from the Staff of the Commission set forth in the No-Action Letter, dated July 22, 2010, regarding Regulation AB Items 1103(a)(9) and 1120, in response to the no-action request letter from Sxxxx X. Xxxxxx, Associate General Counsel of Ford Motor Credit Company LLC, dated July 22, 2010 or (ii) information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. The Indenture conforms in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA"), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement theretothereto or (ii) the Seller's Information (as defined in Section 7(a)); and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by On the Commission under the Act; no stop order suspending the effectiveness of Effective Date, the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commissiondid, and on the Registration Statement date it is first filed and any amendment theretoon the Closing Date the U.S. Final Prospectus will, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale will comply, conform in all material respects with the Canadian Final Prospectus (with such deletions therefrom and additions thereto as are permitted or required by Form F-10 and the applicable rules and regulations of the Commission thereunder), and with the Securities Act and the Registration Statement did not at Trust Indenture Act and the time the Registration Statement became effective, or as rules and regulations of the Time of Sale Commission under both the Securities Act and will not the Trust Indenture Act; on the date each was first filed, the Base Prospectus did and the Canadian Final Prospectus will, and on the Closing Date each will, conform in all material respects with the applicable requirements of Canadian Securities Laws and the rules and regulations of the Canadian Securities Commissions; the Registration Statement, as of the Effective Date, and the Base Prospectus as of its filing date, and in each case at the Closing Date, did not and will not contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the USCA Final Prospectuses, will not as of their filing dates and as of the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, however, that the Depositor makes no this representation and warranty with respect shall not apply to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Depositor in writing Company by such or on behalf of any Underwriter through the Representative expressly Representatives specifically for use inclusion in the Registration Statement and Statement, the Canadian Final Prospectus and any amendment or supplement thereto; and the conditions U.S. Final Prospectus, or to the use by Form T-1 of the Depositor of a registration statement on Form SF-3 under the ActTrustee, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;case may be.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer and Special Servicer’s Information (as defined in Section 7(a)); (iv) the Trustee and Certificate Administrator’s Information (as defined in Section 7(a)); and (v) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorDepositor[s], threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor makes Depositor[s] make[s] no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Depositor[s] in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Depositor[s] of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”) and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared become effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and and, to the Company's knowledge, no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, is pending or threatened by the Commission; as of the Effective Time, and the Registration Statement did, and when the Prospectus is filed in accordance with Rule 424(b) of the Securities Act and on the Closing Date, the Prospectus (and any amendment amendments and supplements thereto) will, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale will comply, comply in all material respects with the Securities Act, the Exchange Act and the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Trust Indenture Act"); at the Effective Time and as of the date of this Agreement, the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; at the Effective Time and the Prospectus, on the Closing Date, the Indenture did or will comply in all material requests respects with the requirements of the Trust Indenture Act and the rules thereunder; and, as of the date of the Prospectus and any amendment or supplement thereto and on as of the Closing Date, the Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes Company and the Parent Guarantor make no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions in the Registration Statement and the Prospectus and any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;therein.

Registration Statement and Prospectus. (i) The Registration Statement has been declared heretofore become effective by the Commission under the Act; no stop order of the Commission preventing or suspending the use of the Base Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement Statement, has been issued by the Commission issued, and no proceeding proceedings for that such purpose has have been instituted or, to the knowledge of the DepositorCompany’s knowledge, threatened are contemplated by the Commission; (A) The Registration Statement complied as of the time it was filed with the Commission and as of the Effective Time, and, as amended or supplemented, will comply, at the Time of Purchase and at the Additional Time of Purchase, as the case may be, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby complies with, the requirements of Rule 415 under the Act (including, without limitation, Rule 415(a)(5) under the Act); the Registration Statement and any amendment theretodid not, at the time it was filed and at the Registration Statement became effectiveEffective Time, and the Preliminary Prospectus will not, as of its dateamended or supplemented, complied, and as of at the Time of Sale will comply, in all material respects with the Act Purchase and the Registration Statement did not at the time the Registration Statement became effective, or as of the Additional Time of Sale and will not on Purchase, as the Closing Date case may be, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; (B) the Base Prospectus complied as of its date and the date it was filed with the Commission, complies as of the date hereof, and will comply, at the Time of Purchase and at the Additional Time of Purchase, as the case may be, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act and each Prospectus Supplement will comply, as of its date, the date it is filed with the Commission, the Applicable Time, the Time of Purchase and the Additional Time of Purchase, as the case may be, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, in all material respects, with the requirements of the Act (in the case of the Prospectus, including, without limitation, Section 10(a) of the Act); (C) the Disclosure Package did not, as of the Applicable Time, and will not as of the Time of Purchase and the Additional Time of Purchase, as the case may be, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and ; (D) at no time during the Prospectus, period that begins on the Closing Date, will comply in all material requests with the Act and as earlier of the date of the Prospectus Supplement and any amendment or supplement thereto the date the Prospectus Supplement is filed with the Commission and on ends at the Closing Datelater of the Time of Purchase, the Additional Time of Purchase and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Units, did or will any Prospectus will not contain any Supplement or the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (E) each Permitted Free Writing Prospectus as of its issue date and at all subsequent times through the Time of Purchase and at the Additional Time of Purchase, as the case may be, does not conflict with the information contained in the Registration Statement, the Disclosure Package or Prospectus; provided, however, that the Depositor Company makes no representation and or warranty in this Section 3(a) with respect to any statements statement contained in the Registration Statement, the Disclosure Package or omissions made the Prospectus in reliance upon and in conformity with information relating to concerning the Underwriters or any Underwriter and furnished to the Depositor in writing by such Underwriter through the Representative or any Underwriter to the Company expressly for use in the Registration Statement Statement, the Disclosure Package or the Prospectus, it being understood and agreed that the Prospectus and any amendment or supplement thereto; and the conditions to the use only such information furnished by the Depositor Underwriters consists of the information described as such in Section 8(g) hereof; each Incorporated Document, at the time such document was filed with the Commission, complied, in all material respects, with the requirements of the Exchange Act and, at the time such document was filed with the Commission, did not include an untrue statement of a registration statement on Form SF-3 under material fact or omit to state a material fact necessary in order to make the Actstatements therein, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as light of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes circumstances under a registration statement on Form SF-3 under the Actwhich they were made, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;not misleading.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Seller's Information (as defined in Section 7(a)); (iii) the Master Servicer's Information (as defined in Section 7(a)); (iv) the Special Servicers' Information (as defined in Section 7(a)); and (v) the Trustee's Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Certificate Administrator’s and Trustee’s Information (as defined in Section 7(a)); and (vi) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale effective and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA") and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by At the Commission under the Act; no stop order suspending time of the effectiveness of the Registration Statement has been issued by or any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission and no proceeding for that purpose has been instituted orpursuant to Rule 424(b), when any supplement to the knowledge or amendment of the Depositor, threatened by Prospectus is filed with the Commission, when any document filed under the Exchange Act was or is filed, at all other subsequent times until the completion of the public offer and sale of the Firm Units and Option Units, and at the Closing Date and any Option Closing Date, the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, amendments thereof and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale supplements or exhibits thereto complied or will comply, comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Registration Statement Rules and Regulations, and did not at the time the Registration Statement became effectiveand will not, or as of the Time date of Sale and will not on the Closing Date such amendment or supplement, contain any an untrue statement of a material fact and did not and will not, as of the date of such amendment or supplement, omit to state any material fact required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration Statement, not misleading, and (ii) in the case of the Prospectus, in light of the circumstances under which they were made as of its date, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Transaction Securities or any amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no . No representation and warranty is made in this subsection (b), however, with respect to any statements information contained in or omissions made omitted from the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Depositor in writing Company by such or on behalf of any Underwriter through the Representative expressly specifically for use therein. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the following information in the Registration Statement and Prospectus: the Prospectus and any amendment or supplement thereto; and statements concerning the conditions to the use by the Depositor of a registration statement on Form SF-3 Underwriters set forth under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 subheading “—Stabilization” under the Act, as stated in heading “Underwriters” (the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;“Underwriters’ Information”).

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers' Information (as defined in Section 7(a)); (iii) the information set forth in the Prospectus under the heading "Transaction Parties--The Master Servicers" (the "Master Servicers' Information"); (iv) the information set forth in the Prospectus under the heading "Transaction Parties--The Special Servicer" (the "Special Servicer's Information"); (v) the information set forth in the Prospectus under the heading "Transaction Parties--The Trustee and Custodian," but only with respect to the first, third, fourth, fifth, sixth and seventh paragraphs thereof (the "Trustee's Information); and (vi) the information set forth in the Prospectus under the heading "Transaction Parties--The Paying Agent, Certificate Registrar and Authenticating Agent", but only with respect to the first, fourth, fifth and sixth paragraphs thereof (the "Paying Agent's Information"); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; There is no stop order preventing or suspending the effectiveness use of the Registration Statement has been issued by Statement, the Commission and no proceeding for that purpose has been instituted orProspectus or any Permitted Free Writing Prospectus, and, to the knowledge of the DepositorPartnership, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units pursuant to this Agreement has been initiated or threatened by the Commission, and ; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Partnership; the Registration Statement and any amendment thereto, at the time the Registration Statement complied when it initially became effective, and the Preliminary Prospectus as of its date, complied, and complies as of the Time date hereof and, as then amended or supplemented, as of Sale each Representation Date (other than the date hereof) will comply, in all material respects respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time time of Sale its initial effectiveness, and does not or will not on the Closing Date not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;which

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement complied when it became effective, and the Preliminary Prospectus as of its date, complied, and complies as of the Time date hereof and, as amended or supplemented, as of Sale the Closing Date and the Additional Closing Date, as the case may be, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects respects, with the Act requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act; the Registration Statement did not not, at the time the Registration Statement it became effective, or as of the Time of Sale and will not on the Closing Date contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Base Prospectus complied as of its date and the date it was filed with the Commission, complies as of the date hereof and, as of the Closing Date and the Additional Closing Date, as the case may be, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Securities Act; at the Applicable Time the Pricing Disclosure Package did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the Prospectus Supplement and the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, the Closing Date and the Additional Closing Date, as the case may be, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Securities Act (in the case of the Prospectus, including, without limitation, Section 10(a) of the Securities Act); at no time during the period that begins on the Closing Date, will comply in all material requests with the Act and as earlier of the date of the Prospectus Supplement and any amendment or supplement thereto the date the Prospectus Supplement is filed with the Commission and on ends at the later of the Closing Date and the Additional Closing Date, as the case may be, and the end of the period during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares did or will any Prospectus will not contain any Supplement or the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, and at no time during the period that begins on the date of such Issuer Free Writing Prospectus and ends at the Closing Date and the Additional Closing Date, as the case may be, did or will any Issuer Free Writing Prospectus include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor Company makes no representation and or warranty in this Section 3(b) with respect to any statements statement contained in the Registration Statement, the Prospectus or omissions made any Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any concerning the Underwriter and furnished to the Depositor in writing by such or on behalf of the Underwriter through to the Representative Company expressly for use in the Registration Statement and Statement, the Prospectus or such Issuer Free Writing Prospectus, it being understood and any amendment or supplement thereto; and agreed that the conditions to the use only such information furnished by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as Underwriter consists of the date information described as such in Section 7(b) of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Agreement.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale effective and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA") and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; thereto and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “Trust Indenture Act” or “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by At the Commission under the Act; no stop order suspending time of the effectiveness of the Registration Statement has been issued by or any Rule 462(b) Registration Statement or the effectiveness of any post-effective amendment to the Registration Statement, when the Prospectus is first filed with the Commission and no proceeding for that purpose has been instituted orpursuant to Rule 424(b), when any supplement to the knowledge or amendment of the Depositor, threatened by Prospectus is filed with the Commission, when any document filed under the Exchange Act was or is filed, at all other subsequent times until the completion of the public offer and sale of the Firm Securities and Option Securities, and at the Closing Date and any Option Closing Date, the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, amendments thereof and the Preliminary Prospectus as of its date, complied, and as of the Time of Sale supplements or exhibits thereto complied or will comply, comply in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Registration Statement Rules and Regulations, and did not at the time the Registration Statement became effectiveand will not, or as of the Time date of Sale and will not on the Closing Date such amendment or supplement, contain any an untrue statement of a material fact and did not and will not, as of the date of such amendment or supplement, omit to state any material fact required to be stated therein or necessary in order to make the statements therein: (i) in the case of the Registration Statement, not misleading, and (ii) in the case of the Prospectus, in light of the circumstances under which they were made as of its date, not misleading. When any Preliminary Prospectus was first filed with the Commission (whether filed as part of the registration statement for the registration of the Transaction Securities or any amendment thereto or pursuant to Rule 424(a) under the Securities Act) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus and any amendments thereof and supplements thereto complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the Rules and Regulations and did not contain an untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that the Depositor makes no . No representation and warranty is made in this subsection (b), however, with respect to any statements information contained in or omissions made omitted from the Registration Statement or the Prospectus or any related Preliminary Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Depositor in writing Company by such or on behalf of any Underwriter through the Representative expressly specifically for use therein. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the statements set forth in the Registration Statement and “Underwriting” section of the Prospectus and any amendment or supplement thereto; and the conditions only insofar as such statements relate to the use names and corresponding share amounts set forth in the table of Underwriters, the amount of selling concession and re-allowance or to over-allotment and related activities that may be undertaken by the Depositor of a registration statement on Form SF-3 under Underwriters, the Act, as stated paragraph relating to stabilization by the Underwriters and such other information contained in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as “Underwriting” section of the date of this Agreement and will be satisfied as of the Closing Date; the conditions Prospectus relating to the offering of Underwriters that was provided in writing by the Notes under a registration statement on Form SF-3 under Underwriters (the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;“Underwriters’ Information”).

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or(i) Each document, if any, filed or to be filed pursuant to the knowledge of the Depositor, threatened Exchange Act and incorporated by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and as of reference in the Time of Sale Prospectus or the Prospectus complied or will comply, comply when so filed in all material respects with the Exchange Act and the Registration Statement did not at applicable rules and regulations of the time Commission thereunder, (ii) each part of the Registration Statement Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, as of the Time date of Sale and such amendment or supplement, will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in order all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Offered ADSs in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, as of the date of such amendment or supplement, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will does not contain any untrue statement of a material fact or omit to state a material fact required necessary to be stated therein make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain as of its date and as of the Closing Date (as defined in Section 5) any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, except that the Depositor makes no representation representations and warranty with respect warranties set forth in this paragraph do not apply to any statements or omissions made in reliance the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon and in conformity with information relating to any Underwriter furnished to the Depositor Company in writing by such Underwriter through the Representative Managers expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;therein.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA") and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Affiliated Special Servicer’s Information (as defined in Section 7(a)); (vi) the Certificate Administrator’s Information (as defined in Section 7(a)); (vii) the Trustee’s Information (as defined in Section 7(a)); and (viii) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; There is no stop order preventing or suspending the effectiveness use of the Registration Statement has been issued by Statement, the Commission and no proceeding for that purpose has been instituted orProspectus or any Permitted Free Writing Prospectus, and, to the knowledge of the DepositorCompany, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares pursuant to the Distribution Agreements has been initiated or threatened by the Commission, and ; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement and any amendment thereto, at the time the Registration Statement complied when it initially became effective, and the Preliminary Prospectus as of its date, complied, and complies as of the Time date hereof and, as then amended or supplemented, as of Sale each Representation Date (other than the date hereof) will comply, in all material respects respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time time of Sale its initial effectiveness, and does not or will not on the Closing Date not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, providedhowever, that the Depositor Company makes no representation and or warranty with respect to any statements statement or omissions made omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to concerning any Underwriter Agent and furnished to the Depositor in writing by such Underwriter through the Representative or on behalf of any Agent expressly for use in the Registration Statement and Statement, the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as such Permitted Free Writing Prospectus (it being understood that such information consists solely of the date information specified in Section 9(b)). As used herein, “Time of Sale” means (i) with respect to each offering of Shares pursuant to this Agreement and will be satisfied as Agreement, the time of the Closing Date; Agent’s initial entry into contracts with investors for the conditions sale of such Shares and (ii) with respect to the each offering of Shares pursuant to any relevant Terms Agreement, the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as time of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 sale of the Act;such Shares.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Seller's Information (as defined in Section 7(a)); (iii) the Master Servicers' Information (as defined in Section 7(a)); (iv) the Special Servicer's Information (as defined in Section 7(a)); and (v) the Trustee's Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Seller’s Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Additional Servicer’s Information (as defined in Section 7(a)); (vi) the Trustee’s Information (as defined in Section 7(a)) and (vii) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; There is no stop order preventing or suspending the effectiveness use of the Registration Statement has been issued by Statement, the Commission and no proceeding for that purpose has been instituted orProspectus or any Permitted Free Writing Prospectus, and, to the knowledge of the DepositorPartnership, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units pursuant to this Agreement has been initiated or threatened by the Commission, and ; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Partnership; the Registration Statement and any amendment thereto, at the time the Registration Statement complied when it initially became effective, and the Preliminary Prospectus as of its date, complied, and complies as of the Time date hereof and, as then amended or supplemented, as of Sale each Representation Date (other than the date hereof) will comply, in all material respects respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time time of Sale its initial effectiveness, and does not or will not on the Closing Date not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, providedhowever, that the Depositor Partnership makes no representation and or warranty with respect to any statements statement or omissions made omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter concerning MLV and furnished to the Depositor in writing by such Underwriter through the Representative or on behalf of MLV expressly for use in the Registration Statement and Statement, the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as such Permitted Free Writing Prospectus (it being understood that such information consists solely of the date information specified in Section 9(b)). As used herein, “Time of this Agreement and will be satisfied as of the Closing Date; the conditions Sale” means (i) with respect to the each offering of Units pursuant to this Agreement, the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as time of the Closing Date; and the Depositor has paid the registration fee MLV’s initial entry into contracts with investors for the Notes according sale of such Units and (ii) with respect to Rule 456 each offering of Units pursuant to any relevant Terms Agreement, the Act;time of sale of such Units.

Registration Statement and Prospectus. The Registration Statement has been declared became effective by upon filing with the Commission under Rule 462(e) under the Securities Act on December 17, 2009 and any post effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act; no stop . No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; the Registration Statement as of the Effective Date complies, and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and thereto as of the Time of Sale date it becomes effective will comply, in all material respects respects, with the Act requirements of the Securities Act, as amended, and the rules and regulations of the Commission thereunder, and the Registration Statement did not at the time the Registration Statement became effectiveStatement, or as of the Time Effective Date did not, and any amendment thereto as of Sale and the date it becomes effective will not on the Closing Date not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement thereto to the Prospectus, as of the date of such amendment or supplement, will not, and on as of the Closing Date, the Prospectus will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Bank makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Bank in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;.

Registration Statement and Prospectus. The initial effective date of the Registration Statement under the Securities Act is not or will not be earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, shall have become effective under the Securities Act prior to the issuance of any Placement Notice by the Company; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been declared effective received by the Commission under the Act; no stop Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted orCommission, and, to the knowledge of the DepositorCompany, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Placement Shares has been initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, any such post-effective amendment complied and as of the Time of Sale will comply, comply in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of each of the Settlement Dates, as the case may be, the Prospectus, as then amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter Cowen furnished to the Depositor Company in writing by such Underwriter through the Representative Cowen expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to only such information furnished by Cowen consists of the Agent’s Information (as defined in Section 16(e)). The Company meets the requirements for use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as . The sale of the date of this Agreement and will be satisfied as of the Closing Date; Placement Shares hereunder meets the conditions to the offering requirements of the Notes under a registration statement on General Instruction I.B.1 of Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;S-3.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorBank, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale effective and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of the applicable Terms Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading ; provided, that the Depositor Bank makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Depositor Bank in writing by such the Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Bank of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the ActProspectus;

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the Certificate Administrator and Trustee’s Information (as defined in Section 7(a)); and (vi) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the such Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the such Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Ford Credit or such Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the such Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA"), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared became effective by upon filing with the Commission under Rule 462(e) under the Securities Act on November 10, 2015 and any post effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act; no stop . No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; the Registration Statement as of the Effective Date complies, and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and thereto as of the Time of Sale date it becomes effective will comply, in all material respects respects, with the Act requirements of the Securities Act, as amended, and the rules and regulations of the Commission thereunder, and the Registration Statement did not at the time the Registration Statement became effectiveStatement, or as of the Time Effective Date did not, and any amendment thereto as of Sale and the date it becomes effective will not on the Closing Date not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement thereto to the Prospectus, as of the date of such amendment or supplement, will not, and on as of the Closing Date, the Prospectus will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Bank makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act (as defined in Section 1(a)(xvii)) or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Bank in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;.

Registration Statement and Prospectus. The Registration Statement has been declared became effective by upon filing with the Commission under Rule 462(e) under the Securities Act on November 10, 2015 and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act; no stop . No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; the Registration Statement as of the Effective Date complies, and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and thereto as of the Time of Sale date it becomes effective will comply, in all material respects respects, with the Act requirements of the Securities Act, as amended, and the rules and regulations of the Commission thereunder, and the Registration Statement did not at the time the Registration Statement became effectiveStatement, or as of the Time Effective Date did not, and any amendment thereto as of Sale and the date it becomes effective will not on the Closing Date not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement thereto to the Prospectus, as of the date of such amendment or supplement, will not, and on as of the Closing Date, the Prospectus will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Bank makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act (as defined in Section 1(a)(xvii)) or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Bank in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and (ii) the conditions to Sellers’ Information (as defined in Section 7(a)); (iii) the use by Master Servicer’s Information (as defined in Section 7(a)); (iv) the Depositor of a registration statement on Form SF-3 under the Act, Special Servicer’s Information (as stated defined in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the ActSection 7(a));

Registration Statement and Prospectus. The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been declared filed with the Commission not earlier than three years prior to the date hereof; the Company is not an “ineligible issuer” and is a well-known seasoned issuer, in each case as defined in Rule 405 under the Securities Act; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Commission under the Act; no stop Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Underwritten Securities has been instituted initiated or, to the knowledge of the DepositorCompany’s knowledge, threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, any such post-effective amendment complied and as of the Time of Sale will comply, comply in all material respects with the Securities Act and the Registration Statement Trust Indenture Act, and did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the respective dates of the Preliminary Prospectus and the Prospectus and any amendment or supplement thereto such documents complied and, in the case of the Prospectus, as of the Closing Date, such document will comply in all material respects with the Securities Act and as of the respective dates of the Preliminary Prospectus and the Prospectus, such documents did not and, in the case of the Prospectus, as of the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Company makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Company in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; , it being understood and agreed that the conditions to the use only such information furnished by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as any Underwriter consists of the date of this Agreement and will be satisfied information described as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated such in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Section 7(b) hereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers' Information (as defined in Section 7(a)); (iii) the Master Servicers' Information (as defined in Section 7(a)); (iv) the Special Servicer's Information (as defined in Section 7(a)); and (v) the Trustee's Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Seller's Information (as defined in Section 7(a)); (iii) the information set forth in the Prospectus under the heading "Transaction Parties--The Master Servicers"; (iv) the information set forth in the Prospectus under the heading "Transaction Parties--The Special Servicer" or (v) the information set forth in the Prospectus under the heading "Transaction Parties--The Trustee, Certificate Registrar, Authenticating Agent and Custodian", but only with respect to the first, fourth, sixth and seventh paragraphs thereof; the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorIssuing Entity, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale effective and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of the applicable Terms Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor Issuing Entity makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any the Underwriter furnished to the Depositor Issuing Entity in writing by such the Underwriter through the Representative expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Bank of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the ActProspectus;

Registration Statement and Prospectus. The Registration Statement has been declared effective by Company was at the Commission under time of the Act; no stop order suspending the effectiveness filing of the Registration Statement has been issued by eligible to use Form S-3. As of the date of this Agreement, the Company is eligible to use Form S-3, including the transaction requirements set forth in General Instruction 1.B.1 of such form. The Company filed with the Commission and no proceeding the Registration Statement on such Form S-3, including a Base Prospectus, for that purpose has been instituted or, to registration under the knowledge Securities Act of the Depositor, threatened by offering and sale of the CommissionShares, and the Registration Statement Company has prepared and any amendment thereto, at used a Preliminary Prospectus in connection with the time offer and sale of the Shares. When the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, or any amendment thereof or supplement thereto was or is declared effective and as of the Time date of Sale the most recent amendment to the Registration Statement, it (i) complied or will comply, in all material respects respects, with the requirements of the Securities Act and the Registration Statement Rules and the Exchange Act and the rules and regulations of the Commission thereunder and (ii) did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in therein not misleading. When any Preliminary Prospectus or Prospectus was first filed with the light Commission (whether filed as part of the circumstances under which they were madeRegistration Statement or any amendment thereto or pursuant to Rule 424 of the Rules) and when any amendment thereof or supplement thereto was first filed with the Commission, not misleading, and the such Preliminary Prospectus or Prospectus, on the Closing Dateas amended or supplemented, will comply complied in all material requests respects with the applicable provisions of the Securities Act and as of the date of the Prospectus Rules and any amendment did not or supplement thereto and on the Closing Datewill not, the Prospectus will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading. If applicable, each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the light electronically transmitted copies thereof filed with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrival system (“XXXXX”), except to the extent permitted by Regulation S-T. Notwithstanding the foregoing, none of the circumstances under which they were maderepresentations and warranties in this paragraph 2(a) shall apply to statements in, not misleading, provided, that the Depositor makes no representation and warranty with respect to any statements or omissions from, the Registration Statement, any Preliminary Prospectus or the Prospectus made in reliance upon upon, and in conformity with with, information relating to any Underwriter herein or otherwise furnished to the Depositor in writing by such Underwriter through the Representative expressly on behalf of the several Underwriters specifically for use in the Registration Statement and Statement, any Preliminary Prospectus or the Prospectus. With respect to the preceding sentence, the Company acknowledges that the only information furnished in writing by the Representative for use in the Registration Statement, any Preliminary Prospectus or the Prospectus is the statements contained in the third and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 seventh paragraphs under the Act, as stated caption “Underwriting” in the Registrant Requirements in Prospectus (collectively, the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;“Underwriting Information”).

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the DepositorDepositor[s], threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale effective and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; provided, that the Depositor makes Depositor[s] make[s] no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Depositor[s] in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor Depositor[s] of a registration statement on Form SF-3 S-3 under the Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”) and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers' Information (as defined in Section 7(a)); (iii) the information set forth in the Prospectus under the heading "Transaction Parties--The Master Servicers" (the "Master Servicers' Information"); (iv) the information set forth in the Prospectus under the heading "Transaction Parties--The Special Servicer" (the "Special Servicer's Information"); (v) the information set forth in the Prospectus under the heading "Transaction Parties--The Trustee, Certificate Registrar, Authenticating Agent and Custodian," but only with respect to the first, third, fourth, fifth, sixth and seventh paragraphs thereof (the "Trustee's Information); (vi) the information set forth in the Prospectus under the heading "Transaction Parties--The Trustee, Certificate Registrar, Authenticating Agent and Custodian," but only with respect to the first, third, fourth, fifth, sixth and seventh paragraphs thereof (the "Trustee's Information); (vii) the information set forth in the Prospectus under the heading "Transaction Parties--The Co-Trustee" but only with respect to the first, third, fourth, fifth, sixth and seventh paragraphs thereof (the "Co-Trustee's Information); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer’s Information (as defined in Section 7(a)); (iv) the Special Servicer’s Information (as defined in Section 7(a)); (v) the JPMBB 2015-C27 Special Servicer’s Information (as defined in Section 7(a)); (vi) the Trustee’s Information (as defined in Section 7(a)); (vii) the Certificate Administrator’s Information (as defined in Section 7(a)); and (viii) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Master Servicer and Special Servicer’s Information (as defined in Section 7(a)); (iv) the Certificate Administrator’s and Trustee’s Information (as defined in Section 7(a)); and (v) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; thereto and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of with respect to the date of this Agreement Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act, and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; There is no stop order preventing or suspending the effectiveness use of the Registration Statement has been issued by Statement, the Commission and no proceeding for that purpose has been instituted orProspectus or any Permitted Free Writing Prospectus, and, to the knowledge of the DepositorCompany, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares pursuant to the Distribution Agreements has been initiated or threatened by the Commission, and ; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement and any amendment thereto, at the time the Registration Statement complied when it initially became effective, and the Preliminary Prospectus as of its date, complied, and complies as of the Time date hereof and, as then amended or supplemented, as of Sale each Representation Date (other than the date hereof) will comply, in all material respects respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time time of Sale its initial effectiveness, and does not or will not on the Closing Date not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, providedhowever, that the Depositor Company makes no representation and or warranty with respect to any statements statement or omissions made omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to concerning any Underwriter Agent and furnished to the Depositor in writing by such Underwriter through the Representative or on behalf of any Agent expressly for use in the Registration Statement and Statement, the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;such

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the [such]/[the] Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the [such]/[the] Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Ford Credit or [such]/[the] Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the [such]/[the] Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA"), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; There is no stop order preventing or suspending the effectiveness use of the Registration Statement has been issued by Statement, the Commission and no proceeding for that purpose has been instituted orProspectus or any Permitted Free Writing Prospectus, and, to the knowledge of the DepositorCompany, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares pursuant to the Distribution Agreements has been initiated or threatened by the Commission, and ; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company; the Registration Statement and any amendment thereto, at the time the Registration Statement complied when it initially became effective, and the Preliminary Prospectus as of its date, complied, and complies as of the Time date hereof and, as then amended or supplemented, as of Sale each Representation Date (other than the date hereof) will comply, in all material respects respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time time of Sale its initial effectiveness, and does not or will not on the Closing Date not, as then amended or supplemented, as of each Representation Date, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleading; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, providedhowever, that the Depositor Company makes no representation and or warranty with respect to any statements statement or omissions made omission in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to concerning any Underwriter Agent and furnished to the Depositor in writing by such Underwriter through the Representative or on behalf of any Agent expressly for use in the Registration Statement and Statement, the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as such Permitted Free Writing Prospectus (it being understood that such information consists solely of the date information specified in Section 9(b)). As used herein, “Time of this Agreement and will be satisfied as of the Closing Date; the conditions Sale” means (i) with respect to the each offering of Shares pursuant to this Agreement, the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as time of the Closing Date; and the Depositor has paid the registration fee [Name of Agent]’s initial entry into contracts with investors for the Notes according sale of such Shares and (ii) with respect to Rule 456 each offering of Shares pursuant to any relevant Terms Agreement, the Act;time of sale of such Shares.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and (ii) the Seller's Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of Registration Statement and the Notes under a registration statement on Form SF-3 Prospectus; (iii) the information set forth in the Prospectus under the Act, as stated heading "Transaction Parties--The Master Servicers"; (iv) the information set forth in the Prospectus under the heading "Transaction Requirements Parties--The Special Servicer"; (v) the information set forth in the General Instructions Prospectus under the heading "Transaction Parties--The Trustee", but only with respect to Form SF-3the first, will be satisfied as of second, third, fourth and fifth paragraphs thereof or (vi) the Closing Date; information set forth in the Prospectus under the heading "Transaction Parties--Paying Agent, Certificate Registrar and Authenticating Agent", but only with respect to the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;first paragraph thereof.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) the guidance from the Staff of the Commission set forth in the No-- Letter, dated July 22, 2010, regarding Regulation AB Items 1103(a)(9) and 1120, in response to the no-action request letter from Sxxxx X. Xxxxxx, Associate General Counsel of Ford Motor Credit Company LLC, dated July 22, 2010 or (ii) information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA"), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act, was effective as of the Time of Sale, is effective as of the date hereof and will be effective as of any subsequent Time of Sale and as of the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission, ; and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, providedthe Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as “Underwriters’ Information”) expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; (ii) the Sellers’ Information (as defined in Section 7(a)); (iii) the Servicer’s Information (as defined in Section 7(a)); (iv) the Certificate Administrator and Trustee’s Information (as defined in Section 7(a)); and (v) the Senior Trust Advisor’s Information (as defined in Section 7(a)); the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, any such post-effective amendment complied and as of the Time of Sale will comply, comply in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the documents incorporated or deemed to be incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Exchange Act (as defined below) and the rules and regulations thereunder; and as of the date of the Prospectus and any amendment or supplement thereto, including any documents incorporated or deemed to be incorporated by reference and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Company in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof; and provided, further that the conditions Company makes no representation and warranty with respect to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated statements or omissions made in the Registrant Requirements Registration Statement and the Prospectus and any amendment or supplement thereto in reliance upon and in conformity with information relating to any Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the General Instructions to Form SF-3Registration Statement and the Prospectus and any amendment or supplement thereto, have been satisfied as it being understood and agreed that the only such information furnished by or on behalf of any Selling Stockholder consists of the date of this Agreement and will be satisfied information described as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated such in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Section 4(e).

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Rules and Regulations and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to Ford Credit or the Depositor in writing by such the Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the . The conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement “TIA”), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.

Registration Statement and Prospectus. The Registration Statement has been declared became effective by upon filing with the Commission under Rule 462(e) under the Securities Act on December 17, 2009 and any post effective amendment thereto also became effective upon filing under Rule 462(e) under the Securities Act; no stop . No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been instituted or, to the knowledge of the Depositor, initiated or threatened by the Commission, and ; the Registration Statement as of the Effective Date complies, and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, and thereto as of the Time of Sale date it becomes effective will comply, in all material respects respects, with the Act requirements of the Securities Act, as amended, and the rules and regulations of the Commission thereunder, and the Registration Statement did not at the time the Registration Statement became effectiveStatement, or as of the Time Effective Date did not, and any amendment thereto as of Sale and the date it becomes effective will not on the Closing Date not, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, ; and the Prospectus, on the Closing Date, will comply in all material requests with the Act and as of the date of the Prospectus prospectus supplement comprising a part of such Prospectus, did not, and any amendment or supplement thereto to the Prospectus, as of the date of such amendment or supplement, will not, and on as of the Closing Date, the Prospectus will not not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor Bank makes no representation and warranty with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act (as defined in Section 1(a)(xvii)) or (ii) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor Bank in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted initiated or, to the best knowledge of the Depositor, threatened by the Commission; and, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, effective complied, and as of the Time date of Sale the Prospectus Supplement will comply, in all material respects with the Act Securities Act, and the Registration Statement did not at the time the Registration Statement became effective, or as of the Time of Sale and will not on the Closing Date contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Date, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the Depositor makes no representation and warranty with respect to (i) any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representative (such information, described in Section 15 hereto, referred to herein as "Underwriters' Information") expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, (iii) the Seller's Information (as defined in Section 7(a)); and the conditions to the use by the Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions with respect to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; Registration Statement and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and any amendment thereto, at the time the Registration Statement complied when it became effective, and the Preliminary Prospectus as of its date, complied, and complies as of the Time date hereof and, as amended or supplemented, as of Sale the Closing Date and the Additional Closing Date, as the case may be, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects respects, with the Act requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Shares as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act; the Registration Statement did not at the time the Registration Statement became effectivenot, or as of the Time of Sale and will not on the Closing Date Effective Time, contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein not misleading; the Base Prospectus complied as of its date and the date it was filed with the Commission, complies as of the date hereof and, as of the Closing Date and the Additional Closing Date, as the case may be, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Securities Act; the Disclosure Package does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each of the Prospectus Supplement and the Prospectus will comply, as of the date that it is filed with the Commission, the date of the Prospectus Supplement, the Closing Date and the Additional Closing Date, as the case may be, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares, in all material respects, with the requirements of the Securities Act (in the case of the Prospectus, including, without limitation, Section 10(a) of the Securities Act); at no time during the period that begins on the Closing Date, will comply in all material requests with the Act and as earlier of the date of the Prospectus Supplement and any amendment or supplement thereto the date the Prospectus Supplement is filed with the Commission and on ends at the later of the Closing Date and the Additional Closing Date, as the case may be, and the end of the period during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Shares did or will any Prospectus will not contain any Supplement or the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, and at no time during the period that begins on the date of such Issuer Free Writing Prospectus and ends at the Closing Date and the Additional Closing Date, as the case may be, did or will any Issuer Free Writing Prospectus include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Depositor Company makes no representation and or warranty in this Section 3(b) with respect to any statements statement contained in the Registration Statement, the Prospectus or omissions made any Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any concerning the Underwriter and furnished to the Depositor in writing by such or on behalf of the Underwriter through to the Representative Company expressly for use in the Registration Statement and Statement, the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form SF-3 under the Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;such Issuer Free Writing Prospectus.

Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the such Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective, and the Preliminary Prospectus as of its date, complied, effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the Registration Statement Statement, did not not, at the time the Registration Statement became effective, effective or as of the Time of Sale Sale, and will not not, on the Closing Date Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Prospectus, on the Closing Date, will comply in all material requests with the Act ; and as of the date of the Prospectus and any amendment or supplement thereto and on the Closing Datedate of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, ; provided that the such Depositor makes no representation and or warranty with respect to any statements or omissions made in reliance upon and in conformity with (i) the guidance from the Staff of the Commission set forth in the No-Action Letter, dated July 22, 2010, regarding Regulation AB Items 1103(a)(9) and 1120, in response to the no-action request letter from Sxxxx X. Xxxxxx, Associate General Counsel of Ford Motor Credit Company LLC, dated July 22, 2010 or (ii) information relating to any Underwriter furnished to the Ford Credit or such Depositor in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the such Depositor of a registration statement on Form SF-3 S-3 under the Securities Act, as stated in the Registrant Requirements set forth in the General Instructions to Form SF-3S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as of amended (the date of this Agreement "TIA"), and at all times thereafter will be satisfied as of the Closing Date; the conditions to the offering of the Notes under a registration statement on Form SF-3 duly qualified under the Act, as stated in the Transaction Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date; and the Depositor has paid the registration fee for the Notes according to Rule 456 of the Act;TIA.