Common use of TALF Deliveries Clause in Contracts

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 p.m., New York City time, on the date that is four Business Days prior to the Closing Date (or such later time as may be specified by FRBNY) (the "TALF Delivery Date"), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) will have furnished to Ford Credit an attestation, substantially in the form required under TALF, stating that Ford Credit's assertion that the Notes are "eligible collateral" under TALF is fairly stated in all material respects, and a copy of such attestation will have been delivered to the FRBNY. (ii) On or prior to the TALF Delivery Date, the Trust and Ford Credit, as Sponsor, will have executed the Certification as to TALF Eligibility relating to the Notes, substantially in the form required under TALF, and delivered such Certification as to TALF Eligibility to the FRBNY, with a copy to the Underwriters. (iii) On or prior to 1:00 p.m., New York City time, on the TALF Delivery Date, Ford Credit, as Sponsor, will have executed the Indemnity Undertaking relating to the Notes, substantially in the form required under TALF, and delivered such Indemnity Undertaking to the FRBNY, with a copy to the Underwriters. (iv) On or prior to the Closing Date, the Depositor and Ford Credit, as Sponsor, will have executed and delivered the Term Asset-Backed Securities Loan Facility Undertaking relating to the Notes (the "TALF Undertaking"), substantially in the form attached hereto, and delivered a copy to the Underwriters.

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 5:00 p.m., New York City timetime (or such later time as may be specified by FRBNY), on the date that is four Business Days prior to the Closing Date (or such later time date as may be specified by FRBNY) (the "TALF Delivery Date"), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) will have furnished to Ford Credit an attestation, substantially in the form required under TALF, stating that Ford Credit's assertion that the Notes are "eligible collateral" under TALF is fairly stated in all material respects, and a copy of such attestation will have been delivered to the FRBNY. (ii) On or prior to 5:00 p.m. New York City time (or such later time as may be specified by FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), the Trust and Ford Credit, as Sponsor, will have executed the Certification as to TALF Eligibility for Non-Mortgage Backed ABS relating to the Notes, substantially in the form required under TALF, and delivered such Certification as to TALF Eligibility to the FRBNY, with a copy to the Underwriters. (iii) On or prior to 1:00 p.m., 5:00 p.m. New York City timetime (or such later time as may be specified by the FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), Ford Credit, as Sponsor, will have executed the Indemnity Undertaking relating to the Notes, substantially in the form required under TALF, and delivered such Indemnity Undertaking to the FRBNY, with a copy to the Underwriters. (iv) On or prior to 12:00 p.m., New York City time (or such later time as may be specified by FRBNY), on the date that is three Business Days prior to the Closing DateDate (or such later date as may be specified by FRBNY), the Depositor and Ford Credit, as Sponsor, Depositors will have executed and delivered the Term Asset-Backed Securities Loan Facility Undertaking relating to the Notes (the "TALF Undertaking"), substantially in the form attached hereto, and delivered a copy of the Prospectus to the UnderwritersFRBNY.

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 p.m., New York City timep.m. EST, on the date that is four fourth Business Days Day prior to the Closing Date (or such later time as may be specified by FRBNY) (Date, a nationally recognized independent accounting firm that is registered with the "TALF Delivery Date"), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) Public Company Accounting Oversight Board will have furnished to Ford Credit an attestation, substantially in the form required under TALF, stating that Ford Credit's assertion that to AHFC to be delivered electronically and by mail, postmarked on or prior to such date, to the Notes are "eligible collateral" under TALF is fairly stated in all material respectsFRBNY, and with a copy of to the Underwriters that such attestation will have has been delivered sent to the FRBNY. (ii) On or prior to 9:00 a.m. EST, on the TALF Delivery third Business Day prior to the Closing Date, the Trust and Ford CreditAHFC, will have delivered to the Representative, on behalf of the Primary Dealers, a copy of the Final Prospectus, which shall include as Sponsoran attachment a copy of the TALF Certification with conformed signatures. (iii) On or prior to 1:00 p.m. EST, on the fourth Business Day prior to the Closing Date, AHFC will have executed the Indemnity Undertaking and the TALF Certification as to TALF Eligibility relating to the Notes, substantially in the form required under TALF, and delivered such Certification as to TALF Eligibility to the FRBNYelectronically and by mail, with a copy to the Underwriters. (iii) On postmarked on or prior to 1:00 p.m., New York City time, on the TALF Delivery Date, Ford Credit, as Sponsor, will have executed the Indemnity Undertaking relating to the Notes, substantially in the form required under TALF, and delivered such date such Indemnity Undertaking and the TALF Certification, to the FRBNY, FRBNY with a copy to the Underwriters. (iv) On or prior to the Closing Date, the Depositor Trust, the Company and Ford Credit, as Sponsor, AHFC will have executed and delivered delivered, for the benefit of the Primary Dealers, the Term Asset-Asset- Backed Securities Loan Facility Undertaking relating to the Notes (the "TALF Undertaking")Notes, substantially in the form attached heretohereto on Exhibit A. (v) On or prior to 10:00 a.m. EST on the Closing Date, the Depositor and AHFC, will have received a copy of the ratings letter from each rating agency rating the Notes and delivered a copy such ratings letters to the UnderwritersFRBNY. (vi) Xxxxxx & Bird LLP, special counsel to the Company and AHFC will have furnished their written opinion, dated the Closing Date, with respect to the matters described in paragraph (6)(e)(vi) above, on which each Primary Dealer will be entitled to rely. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. The Representative may, in its sole discretion, waive on behalf of the Underwriters compliance with any conditions to the obligations of the Representative hereunder.

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 p.m.the date that is three weeks prior to the “Loan Subscription Date” (as defined under TALF) immediately preceding the Closing Date, the Company and NFC, as sponsor, shall have delivered to the FRBNY all “data” (as defined under TALF) that they reasonably believe, based on the guidance provided by the FRBNY, is required to be provided to the FRBNY. (ii) On or prior to 12:00 Noon, New York City timetime (or such later time as may be specified by the FRBNY), on the date that is four Business Days prior to the Closing Date (or such later time as may be specified by FRBNY) (the "“TALF Delivery Date"”), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) will KPMG shall have furnished to Ford Credit the FRBNY an attestation, substantially in the form required under TALF, stating electronically and by mail, postmarked on or prior to such date, with a notification to the Representative that Ford Credit's assertion that the Notes are "eligible collateral" under TALF is fairly stated in all material respects, and a copy of such attestation will have has been delivered sent to the FRBNY. (ii) On or prior to the TALF Delivery Date, the Trust and Ford Credit, as Sponsor, will have executed the Certification as to TALF Eligibility relating to the Notes, substantially in the form required under TALF, and delivered such Certification as to TALF Eligibility to the FRBNY, with a copy to the Underwriters. (iii) On or prior to 1:00 p.m.12:00 Noon, New York City timetime (or such later time as may be specified by the FRBNY), on the TALF Delivery Date, Ford CreditNFC, as Sponsorsponsor, will shall have executed the Indemnity Undertaking relating to the Class A Notes, substantially in the form required under TALF, and delivered such Indemnity Undertaking electronically and by mail, postmarked on or prior to such date to the FRBNY, with a copy to the UnderwritersRepresentative. (iv) On or prior to 12:00 Noon, New York City time, on the third Business Day prior to the Closing Date (or such later time as may be specified by the FRBNY), the Company and NFC, as sponsor, shall have executed the TALF Certification, and delivered the TALF Certification to the FRBNY, with a copy to the Representative, and included the executed TALF Certification in the Final Offering Memorandum. (v) On or prior to 10:00 A.M., New York City time, on the Closing Date, the Company shall have delivered to the FRBNY letters from (i) S&P stating that the Class A Notes have received a rating of “AAA” and (ii) Moody’s stating that the Class A Notes have received a rating of “Aaa”. (vi) On or prior to the Closing Date, the Depositor Company and Ford CreditNFC, as Sponsorsponsor, will shall have executed and delivered the Term Asset-Backed Securities Loan Facility Undertaking relating to the Notes FRBNY all “additional data” (the "TALF Undertaking"as defined under TALF), substantially that they reasonably believe, based on the guidance provided by the FRBNY, is required to be provided to the FRBNY. (vii) On or prior to the Closing Date, the Company or NFC, as sponsor, (A) shall have delivered a written waiver or consent, in a form acceptable to the form attached heretoFRBNY, to every nationally recognized statistical rating organization (each such entity, an “NRSRO”) to which the Company or NFC, as sponsor, provided “data” regarding the Class A Notes or the underlying exposures permitting such NRSRO to share its view of the credit quality of the Class A Notes and the underlying exposures with the FRBNY and (B) shall have delivered a copy of such waiver or consent to the UnderwritersFRBNY on or prior to the TALF Delivery Date. (viii) On or prior to the Closing Date, the Company or NFC, as sponsor, shall have received an indication from the FRBNY that based on the information provided to the FRBNY and the FRBNY’s risk assessment, it appears that the proposed issuance of the Class A Notes, as structured at such time, satisfies the FRBNY’s risk assessment for newly issued non-mortgage-backed ABS (as defined under TALF), which indication has not been revised or revoked as of the Closing Date.

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 p.m., New York City time, on the date time that is four Business Days prior to required by the Closing Date (or such later time as may be specified by FRBNY) (FRBNY under TALF, a nationally recognized independent accounting firm that is registered with the "TALF Delivery Date"), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) Public Company Accounting Oversight Board will have furnished to Ford Credit an attestation, substantially in the form required under TALF which will include a Report of Management on Compliance substantially in the form required under TALF and executed by HCA and the Administrator on behalf of the Trust, in the manner required by the FRBNY under TALF, stating that Ford Credit's assertion that the Notes are "eligible collateral" under TALF is fairly stated in all material respects, and a copy of such attestation will have been delivered to the FRBNY, with a copy to the Representative via electronic mail. (ii) On or prior to the TALF Delivery Datetime that is required by the FRBNY under TALF, the Trust and Ford CreditHCA, will have delivered to each Representative, on behalf of the TALF Agents, a copy of the Prospectus Supplement, which shall include as Sponsoran attachment a copy of the TALF Certification with conformed signatures. (iii) On or prior to the time that is required by the FRBNY under TALF, HCA will have executed the Indemnity Undertaking and HCA and the Administrator on behalf of the Trust will have executed the TALF Certification as to TALF Eligibility relating to the Notes, substantially in the form required under TALF, and delivered such Certification as to in the manner required by the FRBNY under TALF Eligibility on or prior to the FRBNYdate that is required by the FRBNY under TALF such Indemnity Undertaking and the TALF Certification, to the FRBNY with a copy to the Underwriters. (iii) On or prior to 1:00 p.m., New York City time, on the TALF Delivery Date, Ford Credit, as Sponsor, will have executed the Indemnity Undertaking relating to the Notes, substantially in the form required under TALF, and delivered such Indemnity Undertaking to the FRBNY, with a copy to the UnderwritersRepresentative via electronic mail. (iv) On or prior to the Closing Datetime that is required by the FRBNY under TALF, the Depositor and Ford Credit, as Sponsor, HCA will have executed received a copy of the ratings letter from each rating agency rating the Notes and delivered the Term Asset-Backed Securities Loan Facility Undertaking relating such ratings letters to the Notes (the "TALF Undertaking")FRBNY, substantially in the form attached hereto, and delivered with a copy to the UnderwritersRepresentative via electronic mail.

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 p.m., New York City timetime (or such later time as may be specified by FRBNY), on the date that is four Business Days prior to the Closing Date (or such later time date as may be specified by FRBNY) (the "TALF Delivery Date"), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) will have furnished to Ford Credit an attestation, substantially in the form required under TALF, stating that Ford Credit's assertion that the Notes are "eligible collateral" under TALF is fairly stated in all material respects, and a copy of such attestation will have been delivered to the FRBNY. (ii) On or prior to 1:00 p.m. New York City time (or such later time as may be specified by FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), the Trust and Ford Credit, as Sponsor, will have executed the Certification as to TALF Eligibility relating to the Notes, substantially in the form required under TALF, and delivered such Certification as to TALF Eligibility to the FRBNY, with a copy to the Underwriters. (iii) On or prior to 1:00 p.m., p.m. New York City timetime (or such later time as may be specified by the FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), Ford Credit, as Sponsor, will have executed the Indemnity Undertaking relating to the Notes, substantially in the form required under TALF, and delivered such Indemnity Undertaking to the FRBNY, with a copy to the Underwriters. (iv) On or prior to 12:00 p.m., New York City time (or such later time as may be specified by FRBNY), on the date that is three Business Days prior to the Closing DateDate (or such later date as may be specified by FRBNY), the Depositor and Ford Credit, as Sponsor, will have executed and delivered the Term Asset-Backed Securities Loan Facility Undertaking relating to the Notes (the "TALF Undertaking"), substantially in the form attached hereto, and delivered a copy of the Prospectus to the UnderwritersFRBNY.

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 5:00 p.m., New York City timetime (or such later time as may be specified by FRBNY), on the date that is four Business Days prior to the Closing Date (or such later time date as may be specified by FRBNY) (the "TALF Delivery Date"), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) will have furnished to Ford Credit an attestation, substantially in the form required under TALF, stating that Ford Credit's assertion that the Publicly Registered Notes are "eligible collateral" under TALF is fairly stated in all material respects, and a copy of such attestation will have been delivered to the FRBNY. (ii) On or prior to 5:00 p.m. New York City time (or such later time as may be specified by FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), the Trust and Ford Credit, as Sponsor, will have executed the Certification as to TALF Eligibility relating to the Publicly Registered Notes, substantially in the form required under TALF, and delivered such Certification as to TALF Eligibility to the FRBNY, with a copy to the Underwriters. (iii) On or prior to 1:00 p.m., 5:00 p.m. New York City timetime (or such later time as may be specified by the FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), Ford Credit, as Sponsor, will have executed the Indemnity Undertaking relating to the Publicly Registered Notes, substantially in the form required under TALF, and delivered such Indemnity Undertaking to the FRBNY, with a copy to the Underwriters. (iv) On or prior to 12:00 p.m., New York City time (or such later time as may be specified by FRBNY), on the date that is three Business Days prior to the Closing DateDate (or such later date as may be specified by FRBNY), the Depositor and Ford Credit, as Sponsor, will have executed and delivered the Term Asset-Backed Securities Loan Facility Undertaking relating to the Notes (the "TALF Undertaking"), substantially in the form attached hereto, and delivered a copy of the Prospectus to the UnderwritersFRBNY.

TALF Deliveries. The following documents will have been executed and delivered in connection with TALF: (i) On or prior to 1:00 5:00 p.m., New York City timetime (or such later time as may be specified by FRBNY), on the date that is four Business Days prior to the Closing Date (or such later time date as may be specified by FRBNY) (the "TALF Delivery Date"), PricewaterhouseCoopers LLP (or other independent accountants acceptable to the FRBNY) will have furnished to Ford Credit an attestation, substantially in the form required under TALF, stating that Ford Credit's assertion that the Notes are "eligible collateral" under TALF is fairly stated in all material respects, and a copy of such attestation will have been delivered to the FRBNY. (ii) On or prior to 5:00 p.m. New York City time (or such later time as may be specified by FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), the Trust and Ford Credit, as Sponsor, will have executed the Certification as to TALF Eligibility relating to the Notes, substantially in the form required under TALF, and delivered such Certification as to TALF Eligibility to the FRBNY, with a copy to the Underwriters. (iii) On or prior to 1:00 p.m., 5:00 p.m. New York City timetime (or such later time as may be specified by the FRBNY), on the TALF Delivery Datedate that is four Business Days prior to the Closing Date (or such later date as may be specified by FRBNY), Ford Credit, as Sponsor, will have executed the Indemnity Undertaking relating to the Notes, substantially in the form required under TALF, and delivered such Indemnity Undertaking to the FRBNY, with a copy to the Underwriters. (iv) On or prior to 12:00 p.m., New York City time (or such later time as may be specified by FRBNY), on the date that is three Business Days prior to the Closing DateDate (or such later date as may be specified by FRBNY), the Depositor and Ford Credit, as Sponsor, will have executed and delivered the Term Asset-Backed Securities Loan Facility Undertaking relating to the Notes (the "TALF Undertaking"), substantially in the form attached hereto, and delivered a copy of the Prospectus to the UnderwritersFRBNY.