SALE AND SERVICING AGREEMENT among FORD CREDIT AUTO OWNER TRUST 2022-C, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor and FORD MOTOR CREDIT COMPANY LLC, as Servicer Dated as of September 1, 2022
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Exhibitβ―10.3
Execution Version
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among
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FORD CREDIT AUTO OWNER TRUST 2022-C,
as Issuer,
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FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor
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and
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FORD MOTOR CREDIT COMPANY LLC,
as Servicer
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Dated as of Septemberβ―1, 2022
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TABLE OF CONTENTS
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ARTICLEβ―I USAGE AND DEFINITIONS | 1 | |
Sectionβ―1.1. | Usage and Definitions | 1 |
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ARTICLEβ―II SALE AND PURCHASE OF SOLD PROPERTY; REPRESENTATIONS AND WARRANTIES | 1 | |
Sectionβ―2.1. | Sale of Sold Property | 1 |
Sectionβ―2.2. | Acknowledgement of Further Assignments | 1 |
Sectionβ―2.3. | Savings Clause | 1 |
Sectionβ―2.4. | Depositor's Representations and Warranties About Sold Property | 2 |
Sectionβ―2.5. | Depositor's Repurchase of Receivables for Breach of Representations | 4 |
Sectionβ―2.6. | Dispute Resolution | 5 |
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ARTICLEβ―III SERVICING OF RECEIVABLES | 8 | |
Sectionβ―3.1. | Engagement | 8 |
Sectionβ―3.2. | Servicing of Receivables | 8 |
Sectionβ―3.3. | Servicer's Purchase of Receivables | 10 |
Sectionβ―3.4. | Sale of Charged-Off Receivables | 11 |
Sectionβ―3.5. | Servicer Reports and Compliance Statements | 11 |
Sectionβ―3.6. | Xxxxxxxx-Xxxxx Certificates | 12 |
Sectionβ―3.7. | Securities and Exchange Commission Filings | 12 |
Sectionβ―3.8. | Review of Servicer's Records | 12 |
Sectionβ―3.9. | Servicer's Authorized and Responsible Persons | 12 |
Sectionβ―3.10. | Servicer's Fees | 13 |
Sectionβ―3.11. | Servicer's Expenses | 13 |
Sectionβ―3.12. | Custodian | 13 |
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ARTICLEβ―IV ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS | 15 | |
Sectionβ―4.1. | Bank Accounts | 15 |
Sectionβ―4.2. | Investment of Funds in Bank Accounts | 16 |
Sectionβ―4.3. | Deposits and Payments | 17 |
Sectionβ―4.4. | Reserve Account | 18 |
Sectionβ―4.5. | Direction to Indenture Trustee for Distributions | 18 |
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ARTICLEβ―V DEPOSITOR | 18 | |
Sectionβ―5.1. | Depositor's Representations and Warranties | 18 |
Sectionβ―5.2. | Liability of Depositor | 19 |
Sectionβ―5.3. | Merger, Consolidation, Succession or Assignment | 20 |
Sectionβ―5.4. | Depositor Mayβ―Own Notes | 20 |
Sectionβ―5.5. | Depositor's Authorized and Responsible Persons | 20 |
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ARTICLEβ―VI SERVICER | 20 | |
Sectionβ―6.1. | Servicer's Representations and Warranties | 20 |
Sectionβ―6.2. | Liability of Servicer | 22 |
Sectionβ―6.3. | Indemnities of Servicer | 22 |
Sectionβ―6.4. | Delegation and Contracting | 23 |
Sectionβ―6.5. | Servicer Mayβ―Own Notes | 23 |
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ARTICLEβ―VII SERVICER RESIGNATION AND TERMINATION; SUCCESSOR SERVICER | 23 | |
Sectionβ―7.1. | No Resignation | 23 |
Sectionβ―7.2. | Servicer Termination Events | 24 |
Sectionβ―7.3. | Continue to Perform | 25 |
Sectionβ―7.4. | Successor Servicer | 25 |
Sectionβ―7.5. | Transition of Servicing | 26 |
Sectionβ―7.6. | Merger, Consolidation, Succession and Assignment | 27 |
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ARTICLEβ―VIII TERMINATION | 27 | |
Sectionβ―8.1. | Clean-Up Call | 27 |
Sectionβ―8.2. | Termination | 28 |
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ARTICLEβ―IX OTHER AGREEMENTS | 28 | |
Sectionβ―9.1. | Financing Statements | 28 |
Sectionβ―9.2. | No Sale or Lien by Depositor | 29 |
Sectionβ―9.3. | Expenses | 29 |
Sectionβ―9.4. | Receivables Information | 29 |
Sectionβ―9.5. | Regulation RR Risk Retention | 29 |
Sectionβ―9.6. | No Petition | 29 |
Sectionβ―9.7. | Limited Recourse | 29 |
Sectionβ―9.8. | Limitation of Liability | 30 |
Sectionβ―9.9. | Tax Treatment of Notes | 30 |
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ARTICLEβ―X MISCELLANEOUS | 30 | |
Sectionβ―10.1. | Amendments | 30 |
Sectionβ―10.2. | Assignment; Benefit of Agreement; Third-Party Beneficiary | 31 |
Sectionβ―10.3. | Notices | 31 |
Sectionβ―10.4. | Agent for Service | 32 |
Sectionβ―10.5. | GOVERNING LAW | 32 |
Sectionβ―10.6. | Submission to Jurisdiction | 33 |
Sectionβ―10.7. | WAIVER OF JURY TRIAL | 33 |
Sectionβ―10.8. | No Waiver; Remedies | 33 |
Sectionβ―10.9. | Severability | 33 |
Sectionβ―10.10. | Headings | 33 |
Sectionβ―10.11. | Counterparts | 33 |
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Schedule A | Schedule of Receivables | SA-1 |
Schedule B | Notice Addresses | SB-1 |
Appendix A | Usage and Definitions | AA-1 |
Exhibitβ―A | Formβ―of Monthly Investor Report | EA-1 |
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SALE AND SERVICING AGREEMENT, dated as of Septemberβ―1, 2022 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2022-C, a Delaware statutory trust, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer.
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In the normal course of its business, Ford Credit purchases retail installment sale contracts secured by new and used cars, light trucks and utility vehicles from motor vehicle dealers.
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In connection with a securitization transaction sponsored by Ford Credit in which the Issuer will issue Notes secured by a pool of Receivables consisting of retail installment sale contracts, Ford Credit has sold the pool of Receivables to the Depositor, who will sell it to the Issuer. The Issuer will engage the Servicer to service the Receivables.
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The parties agree as follows:
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ARTICLEβ―I
USAGE AND DEFINITIONS
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ARTICLEβ―II
SALE AND PURCHASE OF SOLD PROPERTY;
REPRESENTATIONS AND WARRANTIES
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(a)β―β―β―β―β―β―β―β―β―β―β―β―Representations and Warranties from Receivables Purchase Agreement. Ford Credit made representations and warranties about the Receivables in Sectionβ―3.3 of the Receivables Purchase Agreement, and has consented to the sale by the Depositor to the Issuer of the Depositor's rights to these representations and warranties. Under Sectionβ―2.1, the Depositor has sold and assigned to the Issuer the Depositor's rights under the Receivables Purchase Agreement, including the right to require Ford Credit to repurchase any Receivables if there is a breach of Ford Credit's representations and warranties. In addition, the Depositor represents and warrants as of the Closing Date that the representations and warranties about the Receivables in Sectionβ―3.3 of the Receivables Purchase Agreement are true and correct. The Issuer is relying on Ford Credit's representations and warranties in the Receivables Purchase Agreement and on the Depositor's representations and warranties in this Sectionβ―2.4(a)β―in purchasing the Receivables, which representations and warranties will survive the sale and assignment of the Receivables by the Depositor to the Issuer under this Agreement and the pledge of the Receivables to the Indenture Trustee under the Indenture.
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(iii)β―β―β―β―β―β―β―β―β―β―Security Interest in Sold Property.
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(A) | This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Property in favor of the Issuer, which is prior to any Lien, other than Permitted Liens, and is enforceable against all creditors of and purchasers from the Depositor. |
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(B) | All filings (including UCC filings) necessary in any jurisdiction to give the Depositor a first priority, validly perfected ownership and security interest in the Purchased Property, to give the Issuer a first priority, validly perfected ownership and security interest in the Sold Property and to give the Indenture Trustee a first priority perfected security interest in the Collateral, will be made within ten days after the Closing Date. |
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(C) | All financing statements filed or to be filed against the Depositor in favor of the Issuer describing the Sold Property sold under this Agreement will contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Assignee." |
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(D) | The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering any Sold Property other than the financing statements relating to the security interest Granted to the Depositor under the Receivables Purchase Agreement, by the Depositor to the Issuer under this Agreement or by the Issuer to the Indenture Trustee under the Indenture, or that has been terminated. |
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Sectionβ―2.6.β―β―β―β―β―β―β―β―β―β―Dispute Resolution.
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(i)β―β―β―β―β―β―β―β―β―β―β―β―The mediation will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rulesβ―are inconsistent with the procedures for mediation stated in this Sectionβ―2.6, the procedures in this Sectionβ―2.6 will control.
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(ii)β―β―β―β―β―β―β―β―β―β―β―A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters.
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(iii)β―β―β―β―β―β―β―β―β―The mediation will start within 15 days after the selection of the mediator and conclude within 30 days after the start of the mediation.
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(iv)β―β―β―β―β―β―β―β―β―Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.
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(v)β―β―β―β―β―β―β―β―β―β―If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Sectionβ―2.6.
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(i)β―β―β―β―β―β―β―β―β―β―β―β―The arbitration will be administered by the ADR Organization using its ADR Rules. However, if any ADR Rulesβ―are inconsistent with the procedures for arbitration stated in this Sectionβ―2.6, the procedures in this Sectionβ―2.6 will control.
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(ii)β―β―β―β―β―β―β―β―β―β―β―A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules. The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation and, if possible, consumer finance or asset-backed securitization matters. The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration. Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule. The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.
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(iii)β―β―β―β―β―β―β―β―β―β―The arbitrator will have the authority to schedule, hear and determine any motions, according to New York law, and will do so at the motion of any party. Discovery will be completed within 30 days of selection of the arbitrator and will be limited for each party to two witness depositions not to exceed five hours, two interrogatories, one document request and one request for admissions. However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary. Briefs will be limited to no more than ten pagesβ―each, and will be limited to initial statements of the case, motions and a pre-hearing brief. The evidentiary hearing on the merits will start no later than 60 days after selection of the arbitrator and will proceed for no more than six consecutive Business Days with equal time allocated to each party for the presentation of evidence and cross examination. The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.
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(iv)β―β―β―β―β―β―β―β―β―β―The arbitrator will make its final determination no later than 90 days after its selection. The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them. In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties. The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.
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(v)β―β―β―β―β―β―β―β―β―β―β―By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.
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(vi)β―β―β―β―β―β―β―β―β―β―The Requesting Party may not bring a putative or certificated class action to arbitration. If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.
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(d)β―β―β―β―β―β―β―β―β―β―β―β―Additional Conditions. For each mediation or arbitration:
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(i)β―β―β―β―β―β―β―β―β―β―β―β―Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Depositor or the Sponsor. Any party or witness may participate by teleconference or video conference.
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(ii)β―β―β―β―β―β―β―β―β―β―β―β―The Depositor, the Sponsor and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.
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(iii)β―β―β―β―β―β―β―β―β―β―Neither the Depositor nor the Sponsor will be required to produce personally identifiable customer information for purposes of any mediation or arbitration. The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding. The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party's attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Sectionβ―2.6), except as required by law, regulatory requirement or court order. If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.
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ARTICLEβ―III
SERVICING OF RECEIVABLES
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Sectionβ―3.2.β―β―β―β―β―β―β―β―β―β―Servicing of Receivables.
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(i)β―β―β―β―β―β―β―β―β―β―β―β―collecting and applying all payments made on the Receivables and any other amounts received related to the Purchased Property;
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(ii)β―β―β―β―β―β―β―β―β―β―β―investigating delinquencies;
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(iii)β―β―β―β―β―β―β―β―β―sending invoices, notices and responding to inquiries of Obligors;
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(iv)β―β―β―β―β―β―β―β―β―processing requests for extensions, modifications and adjustments;
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(v)β―β―β―β―β―β―β―β―β―β―administering payoffs, defaults and delinquencies;
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(vi)β―β―β―β―β―β―β―β―β―repossessing or converting the possession of the Financed Vehicle securing any Receivable that the Servicer determines is unlikely to be paid in full;
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(vii)β―β―β―β―β―β―β―β―selling repossessed Financed Vehicles at public or private sale or auction;
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(viii)β―β―β―β―β―β―β―collecting any remaining balances after charge off of the Receivables;
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(ix)β―β―β―β―β―β―β―β―β―β―maintaining accurate and complete accounts and receivables systems for servicing the Receivables;
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(x)β―β―β―β―β―β―β―β―β―β―β―providing to the Custodian copies, or access to, any documents that modify or supplement information in the Receivable Files; and
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(xi)β―β―β―β―β―β―β―β―β―β―preparing and providing Monthly Investor Reports and any other periodic reports required to be prepared by the Servicer under this Agreement.
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Sectionβ―3.3.β―β―β―β―β―β―β―β―β―β―Servicer's Purchase of Receivables.
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Sectionβ―3.5.β―β―β―β―β―β―β―β―β―β―Servicer Reports and Compliance Statements.
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(a)β―β―β―β―β―β―β―β―β―β―β―β―Monthly Reports.
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(i)β―β―β―β―β―β―β―β―β―β―β―β―deliver to the Depositor, the Issuer, the Indenture Trustee, the Administrator and the Rating Agencies, a report on its assessment of compliance with the minimum servicing criteria during the prior year, including disclosure of any material instance of non-compliance identified by the Servicer, as required by Rulesβ―13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB; and
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(ii)β―β―β―β―β―β―β―β―β―β―β―β―cause a firm of registered public accountants to deliver an attestation report on the assessment of compliance with the minimum servicing criteria that (A)β―satisfies the requirements of Ruleβ―13a-18 or 15d-18 under the Exchange Act, as applicable, (B)β―complies with Rulesβ―1-02(a)(3)β―and 2-02(g)β―of Regulation S-X under the Securities Act and (C)β―indicates that the firm is qualified and independent within the meaning of Ruleβ―2-01 of Regulation S-X under the Securities Act.
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These reports will be delivered within 90 days after the end of each year, starting in the year after the Closing Date. A copy of these reports may be obtained by any Noteholder or Note Owner by request to the Indenture Trustee.
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Sectionβ―3.12.β―β―β―β―β―β―β―β―Custodian.
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(i)β―β―β―β―β―β―β―β―β―β―β―β―the original Receivable or an authoritative copy of the Receivable, if in electronic form;
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(ii)β―β―β―β―β―β―β―β―β―β―β―the credit application signed by the Obligor;
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(iii)β―β―β―β―β―β―β―β―β―β―the original certificate of title or other documents evidencing the security interest of Ford Credit in the Financed Vehicle; and
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(iv)β―β―β―β―β―β―β―β―β―all other documents, notices and correspondence relating to the Receivable, the Obligor or the Financed Vehicle that the Servicer generates in the course of servicing the Receivable.
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Except as stated above, any document in a Receivable File may be a photocopy or in electronic format or may be converted to electronic format at any time. The Custodian will hold and maintain the Receivable Files, including any receivables systems on which the Receivable Files are electronically stored, in a manner that will permit the Servicer and the Issuer to comply with this Agreement and the Indenture Trustee to comply with the Indenture.
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ARTICLEβ―IV
ACCOUNTS, COLLECTIONS AND APPLICATION OF FUNDS
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Sectionβ―4.1.β―β―β―β―β―β―β―β―β―β―Bank Accounts.
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(a)β―β―β―β―β―β―β―β―β―β―β―β―Establishment of Bank Accounts. On or before the Closing Date, the Servicer will establish the following segregated trust accounts at a Qualified Institution (initially the corporate trust department of The Bank of New York Mellon), each in the name "The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2022-C", to be designated as follows:
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(i)β―β―β―β―β―β―β―β―β―β―β―β―"Collection Account" with account number 2676708400; and
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(ii)β―β―β―β―β―β―β―β―β―β―β―"Reserve Account" with account number 2676738400.
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Sectionβ―4.2.β―β―β―β―β―β―β―β―β―β―Investment of Funds in Bank Accounts.
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(a)β―β―β―β―β―β―β―β―β―β―β―β―Permitted Investments. If no Default or Event of Default has occurred and is continuing, the Servicer may instruct the Indenture Trustee to invest any funds in the Bank Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Bank Accounts to invest the funds in the Bank Accounts in those Permitted Investments. The investment instructions from the Servicer may be in the form of a standing instruction. If (i)β―the Servicer fails to give investment instructions for any funds in a Bank Account to the Indenture Trustee by 11:00 a.m.β―New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii)β―the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing, the Qualified Institution will invest and reinvest funds in the Bank Accounts according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments.
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Sectionβ―4.3.β―β―β―β―β―β―β―β―β―β―Deposits and Payments.
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(b)β―β―β―β―β―β―β―β―β―β―β―β―Deposit of Collections.
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(i)β―β―β―β―β―β―β―β―β―β―β―β―If the Servicer's short-term unsecured debt is not rated at least the Monthly Deposit Required Ratings or a Servicer Termination Event occurs, the Servicer will deposit in the Collection Account all Collections (excluding Recoveries) within two Business Days after application.
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(ii)β―β―β―β―β―β―β―β―β―β―β―If the Servicer is Ford Credit and Ford Credit's short-term unsecured debt is rated at least "P-1" by Moody's and "A-1" by Standardβ―& Poor's (the "Monthly Deposit Required Ratings"), Ford Credit may deposit Collections (excluding Recoveries) received and applied in a Collection Period in the Collection Account on the Business Day before each Payment Date or, with satisfaction of the Rating Agency Condition, on each Payment Date.
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(iii)β―β―β―β―β―β―β―β―β―β―The Servicer may deposit Recoveries and Purchase Amounts received and applied in a Collection Period in the Collection Account on the Business Day before each Payment Date or, with satisfaction of the Rating Agency Condition, on each Payment Date.
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Sectionβ―4.4.β―β―β―β―β―β―β―β―β―β―Reserve Account.
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Sectionβ―5.2.β―β―β―β―β―β―β―β―β―β―Liability of Depositor.
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Sectionβ―6.2.β―β―β―β―β―β―β―β―β―β―Liability of Servicer.
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Sectionβ―6.3.β―β―β―β―β―β―β―β―β―β―Indemnities of Servicer.
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ARTICLEβ―VII
SERVICER RESIGNATION AND TERMINATION; SUCCESSOR SERVICER
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Sectionβ―7.2.β―β―β―β―β―β―β―β―β―β―Servicer Termination Events.
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(i)β―β―β―β―β―β―β―β―β―β―β―β―the Servicer fails to deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be delivered under this Agreement and that failure continues for five Business Days after the earlier of the date (A)β―the Servicer receives notice of the failure from the Owner Trustee or the Indenture Trustee or (B)β―a Responsible Person of the Servicer has knowledge of the failure, unless:
β―
(1) | (A)β―the failure is caused by an event outside the Servicer's control that the Servicer could not have avoided through the exercise of commercially reasonable efforts, (B)β―the failure does not continue for more than ten Business Days after the earlier of the date the Servicer receives notice of the failure from the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer has knowledge of the failure, (C)β―during the period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D)β―the Servicer promptly notifies the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders of the failure, including a description of the Servicer's efforts to correct the failure; or |
β―
(2) | (A)β―the failure would not reasonably be expected to, or after investigation and quantification does not, result in a failure to pay or deposit an amount greater than 0.05% of the Note Balance of the Notes, and (B)β―the failure does not continue for more than (i)β―if the Servicer's long-term debt is rated investment grade by all Rating Agencies, 90 days after the Servicer receives notice of the failure or a Responsible Person of the Servicer has knowledge of the failure or (ii)β―if the Servicer's long-term debt is not so rated, 90 days after the failure; |
β―
(ii)β―β―β―β―β―β―β―β―β―β―β―β―the Servicer (including in its capacity as Custodian) fails to observe or to perform in any material respect any other obligation under this Agreement and that failure has a material adverse effect on the rights of the Noteholders and continues for 90 days after the Servicer receives notice of the failure from the Owner Trustee, the Indenture Trustee or the Noteholders of at least 25% of the Note Balance of the Controlling Class; or
β―
(iii)β―β―β―β―β―β―β―β―β―β―an Insolvency Event of the Servicer occurs.
β―
β―
β― | 24 | β― |
β―
β―
β―
β―
β―
Sectionβ―7.4.β―β―β―β―β―β―β―β―β―β―Successor Servicer.
β―
(a)β―β―β―β―β―β―β―β―β―β―β―β―Engagement of Successor Servicer; Indenture Trustee to Act.
β―
(i)β―β―β―β―β―β―β―β―β―β―β―β―If the Servicer resigns or is terminated under this Agreement, the Indenture Trustee will promptly engage an institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of motor vehicle receivables, as the successor to the Servicer under this Agreement and successor to the Administrator under Sectionβ―3.5 of the Administration Agreement.
β―
(ii)β―β―β―β―β―β―β―β―β―β―β―If no Person has accepted the engagement as successor Servicer when the Servicer stops performing its obligations, the Indenture Trustee, without further action, will be automatically appointed the successor Servicer. If the Indenture Trustee becomes the successor Servicer, (A)β―it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Articleβ―VI of the Indenture will be inapplicable to the Indenture Trustee as successor Servicer and (B)β―may appoint as Servicer any one of its Affiliates, but the Indenture Trustee, in its capacity as successor Servicer, will be liable for the actions and omissions of the Affiliate. If the Indenture Trustee is unwilling or legally unable to act as successor Servicer, it will appoint, or petition a court of competent jurisdiction to appoint, an institution having a net worth of not less than $50,000,000 whose regular business includes the servicing of motor vehicle receivables, as successor to the Servicer under this Agreement. The Indenture Trustee will be released from its obligations as successor Servicer on the date that a new Servicer accepts its engagement as successor Servicer.
β―
β― | 25 | β― |
β―
β―
β―
β―
β―
β―
Sectionβ―7.5.β―β―β―β―β―β―β―β―β―β―Transition of Servicing.
β―
β―
β―
β― | 26 | β― |
β―
β―
β―
β―
β―
Sectionβ―8.1.β―β―β―β―β―β―β―β―β―β―Clean-Up Call.
β―
β―
β― | 27 | β― |
β―
β―
β―
β―
β―
Sectionβ―9.1.β―β―β―β―β―β―β―β―β―β―Financing Statements.
β―
β―
β―
β―
β― | 28 | β― |
β―
β―
β―
β―
β―
Sectionβ―9.4.β―β―β―β―β―β―β―β―β―β―Receivables Information.
β―
β―
β―
β―
β―
β―
β― | 29 | β― |
β―
β―
Sectionβ―9.8.β―β―β―β―β―β―β―β―β―β―Limitation of Liability.
β―
β―
β―
β―
β―
Sectionβ―10.1.β―β―β―β―β―β―β―β―β―Amendments.
β―
β―
β―
(i)β―β―β―β―β―β―β―β―β―β―β―β―the Depositor, the Servicer or the Issuer delivers an Officer's Certificate to the Indenture Trustee and the Owner Trustee stating that the amendment will not have a material adverse effect on the Noteholders or, if such Officer's Certificate is not or cannot be delivered, the consent of the Noteholders of a majority of the Note Balance of each Classβ―of the Notes Outstanding (with each Classβ―voting separately, except that all Noteholders of the Classβ―A Notes will vote together as a single class) is received;
β―
(ii)β―β―β―β―β―β―β―β―β―β―β―the Depositor, the Servicer or the Issuer delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee stating that the amendment will not (A)β―cause any Note to be deemed sold or exchanged for purposes of Sectionβ―1001 of the Code, (B)β―cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C)β―adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes or, if such Opinion of Counsel is not or cannot be delivered, the consent of the Noteholders of a majority of the Note Balance of each Classβ―of the Notes Outstanding (with each Classβ―voting separately, except that all Noteholders of the Classβ―A Notes will vote together as a single class) is received;
β―
β― | 30 | β― |
β―
β―
(iii)β―β―β―β―β―β―β―β―β―β―the consent of the Indenture Trustee is received if the amendment has a material adverse effect on the rights or obligations of the Indenture Trustee; and
β―
(iv)β―β―β―β―β―β―β―β―β―β―the consent of the Owner Trustee is received if the amendment has a material adverse effect on the rights and obligations of the Owner Trustee.
β―
β―
β―
β―
Sectionβ―10.2.β―β―β―β―β―β―β―β―Assignment; Benefit of Agreement; Third-Party Beneficiary.
β―
β―
β―
Sectionβ―10.3.β―β―β―β―β―β―β―β―Notices.
β―
β―
(i)β―β―β―β―β―β―β―β―β―β―β―β―for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the recipient;
β―
β― | 31 | β― |
β―
β―
(ii)β―β―β―β―β―β―β―β―β―β―β―for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;
β―
(iii)β―β―β―β―β―β―β―β―β―β―for an email, when receipt is confirmed by telephone or reply email from the recipient; and
β―
(iv)β―β―β―β―β―β―β―β―β―β―for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.
β―
β―
β―
(i)β―β―β―β―β―β―β―β―β―β―β―β―for Definitive Notes, for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the Noteholder at its address in the Note Register; or
β―
(ii)β―β―β―β―β―β―β―β―β―β―β―for Book-Entry Notes, when delivered under the procedures of the Clearing Agency, whether or not the Noteholder actually receives the notice.
β―
Sectionβ―10.4.β―β―β―β―β―β―β―β―Agent for Service.
β―
β―
Ford Credit Auto Receivables Two LLC
c/o Ford Motor Credit Company LLC
c/o Ford Motor Company, WHQ
Xxxxxβ―0000, Xxxxxx xx Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
β―
β―
Ford Motor Credit Company LLC
c/o Ford Motor Company, WHQ
Xxxxxβ―0000, Xxxxxx xx Xxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxx 00000
β―
Sectionβ―10.5.β―β―β―β―β―β―β―β―GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.
β―
β― | 32 | β― |
β―
β―
Sectionβ―10.6.β―β―β―β―β―β―β―β―Submission to Jurisdiction. Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
β―
β―
β―
β―
β―
β―
[Remainder of Pageβ―Intentionally Left Blank]
β―
β― | 33 | β― |
β―
β―
EXECUTED BY:
β―
β― | FORD CREDIT AUTO RECEIVABLES TWO LLC, | ||
β― | as Depositor | ||
β― | β― | ||
β― | By: | β―/s/ Xxxx Xxxxxxxxxxx | |
β― | β― | Name: | Xxxx Xxxxxxxxxxx |
β― | β― | Title: | President and Assistant Treasurer |
β―
β― | FORD CREDIT AUTO OWNER TRUST 2022-C, | |
β― | as Issuer | |
β― | β― | |
By: | U.S.
BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2022-C |
β―
β― | By: | β―/s/ April X. Xxxxxxx | |
β― | β― | Name: | Xxxxx X. Xxxxxxx |
β― | β― | Title: | Vice President |
β― | β― | ||
β― | FORD MOTOR CREDIT COMPANY LLC, | ||
β― | as Servicer | ||
β― | β― | ||
β― | By: | β―/s/ Xxxx Xxxxxxxxxxx | |
β― | β― | Name: | Xxxx Xxxxxxxxxxx |
β― | β― | Title: | Assistant Treasurer |
β―
[Signature Pageβ―to Sale and Servicing Agreement]
β―
β―
β―
β―
AGREED AND ACCEPTED BY: | β― | ||
β― | β― | ||
THE BANK OF NEW YORK MELLON, | β― | ||
not in its individual capacity | β― | ||
but solely as Indenture Trustee | β― | ||
β― | β― | ||
By: | β―/s/ Xxxxxx Xxxxxxx | β― | |
β― | Name: | Xxxxxx Xxxxxxx | β― |
β― | Title: | Vice President | β― |
β― | β― | ||
U.S. BANK TRUST NATIONAL ASSOCIATION, | β― | ||
not in its individual capacity | β― | ||
but solely as Owner Trustee | β― | ||
β― | β― | ||
By: | /s/β―April X. Xxxxxxx | β― | |
β― | Name: | Xxxxx X. Xxxxxxx | β― |
β― | Title: | Vice President | β― |
β― | β― | ||
FORD MOTOR CREDIT COMPANY LLC, | β― | ||
as Custodian | β― | ||
β― | β― | ||
By: | β―/s/ Xxxx Xxxxxxxxxxx | β― | |
β― | Name: | Xxxx Xxxxxxxxxxx | β― |
β― | Title: | Assistant Treasurer | β― |
β―
[Signature Pageβ―to Sale and Servicing Agreement]
β―
β―
β―
β―
Schedule A
β―
Schedule of Receivables
β―
On File With Indenture Trustee at Closing
β―
β― | SA-1 | β― |
β―
β―
Schedule B
β―
Notice Addresses
β―
1. | If to Ford Credit, in its individual capacity or as Sponsor, Servicer, Custodian or Administrator: |
β―
Ford Motor Credit Company LLCβ―
c/o Ford Motor Company
World Headquarters, Suiteβ―000
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Securitization Operations Manager
Telephone: (000) 000-0000
Email: XXXxxxxx@xxxx.xxx
β―
With a copy to:
β―
Ford Motor Credit Company LLC
c/o Ford Motor Company
Xxx Xxxxxxxx Xxxx
Xxxxxβ―0000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Office of General Counsel
Fax: (000) 000-0000
Email: xxxxxx@xxxx.xxx
β―
2. | If to the Depositor: |
β―
Ford Credit Auto Receivables Two LLC
c/o Ford Motor Company
World Headquarters, Suiteβ―000
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Ford Credit SPE Management Office
Telephone: (000) 000-0000
Email: XXXXXxx@xxxx.xxx
β―
With a copy to:
β―
Ford Motor Credit Company LLC
c/o Ford Motor Company
Xxx Xxxxxxxx Xxxx
Xxxxxβ―0000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Office of General Counsel
Fax: (000) 000-0000
Email: xxxxxx@xxxx.xxx
β―
β― | SB-1 | β― |
β―
β―
3. | If to the Issuer: |
β―
c/o the Owner Trustee at the Corporate Trust Office of the Owner Trustee
β―
With copies to:
β―
Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suiteβ―000
Xxx Xxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Ford Credit SPE Management Office
Telephone: (000) 000-0000
Email: XXXXXxx@xxxx.xxx
β―
and
β―
Ford Motor Credit Company LLC
c/o Ford Motor Company
Xxx Xxxxxxxx Xxxx
Xxxxxβ―0000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Office of General Counsel
Fax: (000) 000-0000
Email: xxxxxx@xxxx.xxx
β―
4. | If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee |
β―
5. | If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee; |
β―
6. | If to the Asset Representations Reviewer: |
β―
Xxxxxxx Fixed Income Services LLC
0000 Xxxxx Xxxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
Attention: SVP
Email: XXXXxxxxxx@xxxxxxx.xxx
β―
With a copy to:
β―
Covius Services, LLC
000 X. Xxxxxxxx Xxxx., Xxxxxβ―000
Xxxxxxxx, Xxxxxxxx 00000
Attention: Legal Department
Email: xxxxx@xxxxxx.xxx
Telephone: (000) 000-0000
β―
β― | SB-2 | β― |
β―
β―
7. | If to Moody's: |
β―
Xxxxx'x Investors Service,β―Inc.
7 World Trade Center
000 Xxxxxxxxx Xxxxxx
Xxx
Xxxx, Xxx Xxxx 00000
Attention: Asset Finance Group β 24th Floor
Telephone: (000) 000-0000
Fax: (000) 000-0000
β―
8. | If to Standardβ―& Poor's: |
β―
S&P Global Ratings, a Standard
& Poor's Financial Servicers LLC Business
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Asset Backed Surveillance Department
Telephone: (000) 000-0000
Fax: (000) 000-0000
β―
β― | SB-3 | β― |
β―
β―
Appendix A
β―
Usage and Definitions
β―
Ford Credit Auto Owner Trust 0000-X
β―
β―
The following usage rulesβ―apply to this Appendix, any document that incorporates this Appendix and any document delivered under any such document:
β―
(a)β―β―β―β―β―β―β―β―β―β―β―β―The term "document" includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether in electronic or physical form.
β―
(b)β―β―β―β―β―β―β―β―β―β―β―β―Accounting terms not defined or not completely defined in this Appendix will have the meanings given to them under generally accepted accounting principles, international financial reporting standards or other applicable accounting principles in effect in the United States on the date of the document that incorporates this Appendix.
β―
(c)β―β―β―β―β―β―β―β―β―β―β―β―References to "Article," "Section," "Exhibit," "Schedule," "Appendix" or another subdivision of or to an attachment are, unless otherwise stated, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment to the document in which the reference appears.
β―
(d)β―β―β―β―β―β―β―β―β―β―β―β―Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means the document as amended, modified, supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the document.
β―
(e)β―β―β―β―β―β―β―β―β―β―β―β―Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rulesβ―and regulations under the statute and any judicial and administrative interpretations of the statute.
β―
(f)β―β―β―β―β―β―β―β―β―β―β―β―β―References to "law" or "applicable law" in this Appendix or in any document that incorporates this Appendix include all rulesβ―and regulations enacted under such law.
β―
(g)β―β―β―β―β―β―β―β―β―β―β―β―The calculation of any amount as of the Cutoff Date will be determined as of the open of business on that day before the application or processing of any funds, payments and other transactions on that day. The calculation of any amount for any other day will be determined, unless otherwise stated, as of the close of business on that day after the application or processing of any funds, payments and other transactions on that day.
β―
(h)β―β―β―β―β―β―β―β―β―β―β―β―References to deposits, transfers and payments of any funds refer to deposits, transfers or payments of such funds in immediately available funds.
β―
β― | AA-1 | β― |
β―
β―
(i)β―β―β―β―β―β―β―β―β―β―β―β―β―The terms defined in this Appendix apply to the singular and plural forms of those terms and may be used as nouns or verbs. Terms defined in the present tense may be used in the past or future tense.
β―
(j)β―β―β―β―β―β―β―β―β―β―β―β―β―The term "including" means "including without limitation."
β―
(k)β―β―β―β―β―β―β―β―β―β―β―β―References to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.
β―
(l)β―β―β―β―β―β―β―β―β―β―β―β―β―In the computation of periods of time from one date to or through a later date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "to and including."
β―
(m)β―β―β―β―β―β―β―β―β―β―β―β―Except where "not less than zero" or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.
β―
(n)β―β―β―β―β―β―β―β―β―β―β―β―References to a month, quarter or year are, unless otherwise stated, to a calendar month, calendar quarter or calendar year.
β―
(o)β―β―β―β―β―β―β―β―β―β―β―β―No Person will be deemed to have "knowledge" of a particular event or occurrence for purposes of any document that incorporates this Appendix, unless either (i)β―a Responsible Person of the Person has actual knowledge of the event or occurrence or (ii)β―the Person has received notice of the event or occurrence according to any Transaction Document.
β―
β―
"Account Control Agreement" means the Account Control Agreement, dated as of the Cutoff Date, among the Issuer, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a "securities intermediary" as defined in Sectionβ―8-102 of the UCC and a "bank" as defined in Sectionβ―9-102 of the UCC.
β―
"Accrued Note Interest" means, for a Classβ―and a Payment Date, the sum of the Note Monthly Interest and the Note Interest Shortfall.
β―
"Adjusted Pool Balance" means, on the Closing Date, an amount equal to:
β―
(a) | the Initial Pool Balance; minus |
β―
(b) | the Yield Supplement Overcollateralization Amount for the Closing Date; |
β―
and means, on a Payment Date, an amount (not less than zero) equal to:
β―
(a) | the Pool Balance as of the last day of the prior Collection Period; minus |
β―
(b) | the Yield Supplement Overcollateralization Amount for the Payment Date. |
β―
"Administration Agreement" means the Administration Agreement, dated as of the Cutoff Date, between the Administrator and the Issuer.
β―
β― | AA-2 | β― |
β―
β―
"Administrator" means Ford Credit, in its capacity as administrator under the Administration Agreement.
β―
"ADR Organization" means The American Arbitration Association or, if The American Arbitration Association no longer exists or if its ADR Rulesβ―would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Sponsor.
β―
"ADR Rules" means the relevant rulesβ―of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.
β―
"Affiliate" means, for a specified Person, another Person controlling, controlled by or under common control with the specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of the Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
β―
"Amount Financed" means, for a Receivable, the amount of credit provided to the Obligor for the purchase of the Financed Vehicle, the purchase of service contracts, insurance and similar products, the payment of outstanding balances on turn-in and trade-in vehicles and the payment of other related fees and charges.
β―
"Annual Percentage Rate" or "APR" of a Receivable means the annual rate of finance charges stated in the Receivable or in any federal Truth In Lending Act correction notice related to the Receivable.
β―
"Applicable Tax State" means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Michigan.
β―
"Asset Representations Review Agreement" means the Asset Representations Review Agreement, dated as of the Cutoff Date, among the Issuer, the Servicer and the Asset Representations Reviewer.
β―
"Asset Representations Reviewer" means Xxxxxxx Fixed Income Services LLC, a Delaware limited liability company.
β―
"Authenticating Agent" has the meaning stated in Sectionβ―2.14(a)β―of the Indenture.
β―
"Available Funds" means, for a Payment Date, the sum of the following amounts for the Payment Date:
β―
(a) | Collections for the related Collection Period in the Collection Account; plus |
β―
(b) | Purchase Amounts received on Receivables that became Purchased Receivables during the related Collection Period; plus |
β―
β― | AA-3 | β― |
β―
β―
(c) | any amounts deposited by the Servicer to purchase the Trust Property on the Payment Date under Sectionβ―8.1 of the Sale and Servicing Agreement; plus |
β―
(d) | the Reserve Account Draw Amount. |
β―
"Bank Accounts" means the Reserve Account and the Collection Account.
β―
"Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. 101 et seq.
β―
"Benchmark" means (a)β―initially, SOFR and (b)β―if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, the applicable Benchmark Replacement.
β―
"Benchmark Determination Date" means (a)β―if the Benchmark is SOFR, the SOFR Determination Date and (b)β―if the Benchmark is any other rate, the date determined by the Issuer according to Sectionβ―3.19(c)(ii)β―of the Indenture.
β―
"Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date:
β―
(a) | the sum of (i)β―the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii)β―the Benchmark Replacement Adjustment; or |
β―
(b) | the sum of (i)β―the alternate rate of interest that has been selected by the Issuer in its reasonable discretion as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii)β―the Benchmark Replacement Adjustment. |
β―
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Issuer as of the Benchmark Replacement Date:
β―
(a) | the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; and |
β―
(b) | the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected by the Issuer in its reasonable discretion for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement. |
β―
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definitions of "Benchmark Determination Date," "Interest Period," and "Reference Time," the timing and frequency of determining rates, the process of making payments of interest, rounding of amounts or tenors and other administrative matters) that the Issuer decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer decides that adoption of any portion of such market practice is not administratively feasible or if the Issuer determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer determines is reasonably necessary).
β―
β― | AA-4 | β― |
β―
β―
"Benchmark Replacement Date" means:
β―
(a) | in the case of clause (a)β―or (b)β―of the definition of "Benchmark Transition Event," the later of (i)β―the date of the public statement or publication of information referenced therein and (ii)β―the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or |
β―
(b) | in the case of clause (c)β―of the definition of "Benchmark Transition Event," the date of the public statement or publication of information referenced therein. |
β―
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on a Benchmark Determination Date, but earlier than the Reference Time for that Benchmark Determination Date, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
β―
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:
β―
(a) | a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; |
β―
(b) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely; provided, that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or |
β―
(c) | a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative of the underlying market or economic reality or may no longer be used. |
β―
"Book-Entry Note" means a beneficial interest in any of the Notes issued in book-entry form under Sectionβ―2.12 of the Indenture.
β―
β― | AA-5 | β― |
β―
β―
"Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York or the State of Delaware are authorized or obligated by law or executive order to close.
β―
"Calculation Agent" has the meaning stated in Sectionβ―3.19 of the Indenture.
β―
"Certificate of Trust" means the Certificate of Trust of Ford Credit Auto Owner Trust 2022-C.
β―
"Class" means the Classβ―A-1 Notes, the Classβ―A-2a Notes, the Classβ―A-2b Notes, the Classβ―A-3 Notes, the Classβ―A-4 Notes, the Classβ―B Notes or the Classβ―C Notes, as applicable.
β―
"Classβ―A Notes" means the Classβ―A-1 Notes, the Classβ―A-2a Notes, the Classβ―A-2b Notes, the Classβ―A-3 Notes and the Classβ―A-4 Notes.
β―
"Classβ―A-1 Notes" means the $304,740,000 Classβ―A-1 3.633% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibitβ―A to the Indenture.
β―
"Classβ―A-2 Notes" means the Classβ―A-2a Notes and the Classβ―A-2b Notes, collectively.
β―
"Classβ―A-2a Notes" means the $319,040,000 Classβ―A-2a 4.52% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibitβ―A to the Indenture.
β―
"Classβ―A-2b Notes" means the $200,000,000 Classβ―A-2b Floating Rate Asset Backed Notes issued by the Issuer, substantially in the form of Exhibitβ―A to the Indenture.
β―
"Classβ―A-3 Notes" means the $519,040,000 Classβ―A-3 4.48% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibitβ―A to the Indenture.
β―
"Classβ―A-4 Notes" means the $157,180,000 Classβ―A-4 4.59% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibitβ―A to the Indenture.
β―
"Classβ―B Notes" means the $47,370,000 Classβ―B 5.03% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibitβ―A to the Indenture.
β―
"Classβ―C Notes" means the $31,570,000 Classβ―C 5.22% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibitβ―A to the Indenture.
β―
"Clearing Agency" means an organization registered as a "clearing agency" under Sectionβ―17A of the Exchange Act.
β―
"Closing Date" means Septemberβ―23, 2022.
β―
"Code" means the Internal Revenue Code of 1986.
β―
"Collateral" means (a)β―the Trust Property, (b)β―all present and future claims, demands, causes of action and choses in action relating to the property described above and (c)β―all payments on or under and all proceeds of the property described above.
β―
β― | AA-6 | β― |
β―
β―
"Collection Account" means the account or accounts established under Sectionβ―4.1(a)β―of the Sale and Servicing Agreement.
β―
"Collection Period" means each month, starting with the Cutoff Date. For a Payment Date, the related Collection Period means the Collection Period before the Payment Date. For purposes of determining the Principal Balance, Pool Balance or Note Pool Factor, the related Collection Period is the month in which the Principal Balance, Pool Balance or Note Pool Factor is determined.
β―
"Collections" means, for a Collection Period, all amounts received and applied by the Servicer on the Receivables during that Collection Period, including, without duplication:
β―
(a) | payments received from Obligors; plus |
β―
(b) | payments received on behalf of Obligors, including payments from claims on insurance companies for insurance covering the Financed Vehicles or Obligors; plus |
β―
(c) | refunds for cancelled items originally included in the Amount Financed, including service contracts, insurance and similar products; plus |
β―
(d) | Liquidation Proceeds; plus |
β―
(e) | Recoveries; |
β―
but excluding
β―
(i) | the Supplemental Servicing Fee; plus |
β―
(ii) | amounts on any Receivable for which the Purchase Amount is included in the Available Funds for the related Payment Date. |
β―
"Controlling Class" means (a)β―the Outstanding Classβ―A Notes, (b)β―if no Classβ―A Notes are Outstanding, the Outstanding Classβ―B Notes and (c)β―if no Classβ―B Notes are Outstanding, the Outstanding Classβ―C Notes.
β―
"Corporate Trust Office" means,
β―
(a) | for the Owner Trustee: |
β―
0000 Xxxxxx Xxxx, Xxxxxβ―000
Mail Code: EX-DE-WD2D
Delle Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: FCAOT 2022-C
Telephone: (000) 000-0000
Email: xxxxx.xxxxxxx@xxxxxx.xxx
β―
β― | AA-7 | β― |
β―
β―
or at another address in the State of Delaware as the Owner Trustee may notify the Indenture Trustee, the Administrator and the Depositor, and
β―
(b) | for the Indenture Trustee: |
β―
000
Xxxxxxxxx
Xxxxx 0 Xxxx
Xxx Xxxx, Xxx Xxxx 00000
β― | Attention: | Structured Finance Services β Asset Backed Securities |
β― | β― | Ford Credit Auto Owner Trust 2022-C |
Telephone: (000) 000-0000
Fax: (000) 000-0000
β―
or at another address as the Indenture Trustee may notify the Owner Trustee and the Administrator.
β―
"Corresponding Tenor" means, with respect to a Benchmark Replacement, a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
β―
"Custodian" means Ford Credit, in its capacity as custodian of the Receivable Files.
β―
"Cutoff Date" means Septemberβ―1, 2022.
β―
"Dealer" means the seller of a Financed Vehicle, originator of the Receivable and seller of the Receivable to Ford Credit.
β―
"Default" means any event that with notice or the passage of time or both would become an Event of Default.
β―
"Definitive Notes" has the meaning stated in Sectionβ―2.13 of the Indenture.
β―
"Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code.
β―
"Delinquency Trigger" means, for any Collection Period, that the aggregate Principal Balance of Receivables that are more than 60 days Delinquent as a percentage of the Pool Balance as of the last day of the Collection Period exceeds (a)β―0.80% for the first 12 Collection Periods following the Cutoff Date, (b)β―1.50% for the next 12 Collection Periods, (c)β―2.70% for the next 12 Collection Periods and (d)β―4.40% for the remaining Collection Periods that the Notes are Outstanding.
β―
"Delinquent" means a Receivable on which more than $49.99 of a scheduled payment required to be paid by the Obligor is past due.
β―
"Depositor" means Ford Credit Auto Receivables Two LLC.
β―
"Depository Agreement" means the letter of representations for the Notes, dated Septemberβ―23, 2022 between the Issuer and The Depository Trust Company.
β―
β― | AA-8 | β― |
β―
β―
"ERISA" means the Employee Retirement Income Security Act of 1974.
β―
"Event of Default" has the meaning stated in Sectionβ―5.1(a)β―of the Indenture.
β―
"Exchange Act" means the Securities Exchange Act of 1934.
β―
"Federal Reserve Bank of New York's Website" means the website of the Federal Reserve Bank of New York, currently at xxxxx://xxxx.xxxxxxxxxx.xxx/xxxxxxx/xxxxxxxxx/xxxx-xxx-xxx, or at such other pageβ―as may replace such pageβ―on the website of the Federal Reserve Bank of New York.
β―
"Final Scheduled Payment Date" means, for each Class, the Payment Date stated below:
β―
Class | β― | Final Scheduled Payment Date |
Classβ―A-1 | β― | Octoberβ―15, 2023 |
Classβ―A-2a | β― | Aprilβ―15, 2025 |
Classβ―A-2b | β― | Aprilβ―15, 2025 |
Classβ―A-3 | β― | Decemberβ―15, 2026 |
Classβ―A-4 | β― | Decemberβ―15, 2027 |
Classβ―B | β― | Februaryβ―15, 2028 |
Classβ―C | β― | Marchβ―15, 2030 |
β―
"Financed Vehicle" means a new or used car, light truck or utility vehicle and all related accessories securing an Obligor's indebtedness under a Receivable.
β―
"First Priority Principal Payment" means, for a Payment Date, the greater of:
β―
(a) | an amount (not less than zero) equal to the Note Balance of the Classβ―A Notes as of the prior Payment Date (or, for the initial Payment Date, as of the Closing Date) minus the Adjusted Pool Balance; and |
β―
(b) | on and after the Final Scheduled Payment Date of any Classβ―A Notes, the Note Balance of the Classβ―A Notes. |
β―
"Fitch" means Fitch Ratings,β―Inc.
β―
"Floating Rate Notes" means the Classβ―A-2b Notes.
β―
"Ford Credit" means Ford Motor Credit Company LLC, a Delaware limited liability company.
β―
"Grant" means to mortgage, pledge, assign and to xxxxx x xxxx on and a security interest in the relevant property.
β―
"Indemnified Person" has the meaning stated in Sectionβ―6.7(b)β―of the Indenture, Sectionβ―6.3(a)β―of the Sale and Servicing Agreement and Sectionβ―7.2(a)β―of the Trust Agreement, as applicable.
β―
β― | AA-9 | β― |
β―
β―
"Indenture" means the Indenture, dated as of the Cutoff Date, between the Issuer and the Indenture Trustee.
β―
"Indenture Trustee" means The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee under the Indenture.
β―
"Independent" means that the relevant Person (a)β―is independent of the Issuer, the Depositor and their Affiliates, (b)β―does not have any direct financial interest or any material indirect financial interest in the Issuer, the Depositor or their Affiliates and (c)β―is not an officer, employee, underwriter, trustee, partner, director or person performing similar functions of or for the Issuer, the Depositor or their Affiliates.
β―
"Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under Sectionβ―11.3 of the Indenture, signed by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee, and stating that the signer has read the definition of "Independent" and that the signer is Independent.
β―
"Initial Adjusted Pool Balance" means the Adjusted Pool Balance of the Receivables as of the Closing Date.
β―
"Initial Pool Balance" means $1,745,303,060.82, the aggregate Principal Balance of the Receivables as of the Cutoff Date.
β―
"Insolvency Event" means, for a Person, (a)β―the making of a general assignment for the benefit of creditors, (b)β―the filing of a voluntary petition in bankruptcy, (c)β―being adjudged bankrupt or insolvent, or having had entered against the Person an order for relief in any bankruptcy or insolvency proceeding, (d)β―the filing by the Person of a petition or answer seeking reorganization, liquidation, dissolution or similar relief under any law, (e)β―seeking, consenting to or acquiescing in the appointment of a trustee, liquidator, receiver or similar official of the Person or of all or any substantial part of the Person's assets, (f)β―the failure to obtain dismissal or a stay within 60 days of the start of or the filing by the Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Person in any proceeding against the Person seeking (i)β―reorganization, liquidation, dissolution or similar relief under any law or (ii)β―the appointment of a trustee, liquidator, receiver or similar official of the Person or of all or any substantial part of the Person's assets or (g)β―the failure by the Person generally to pay its debts as they become due.
β―
"Interest Period" means, for a Payment Date, (a)β―for the Classβ―A-1 Notes and the Classβ―A-2b Notes, from the prior Payment Date to the Payment Date (or from the Closing Date to Octoberβ―17, 2022 for the first Payment Date) and (b)β―for each other Class, from the 15th day of the month before the Payment Date to the 15th day of the month in which the Payment Date occurs (or from the Closing Date to Octoberβ―15, 2022 for the first Payment Date).
β―
"Investment Company Act" means the Investment Company Act of 1940.
β―
"Issuer" means Ford Credit Auto Owner Trust 2022-C, a Delaware statutory trust.
β―
β― | AA-10 | β― |
β―
β―
"Issuer Order" and "Issuer Request" has the meaning stated in Sectionβ―11.3(a)β―of the Indenture.
β―
"Lien" means a security interest, lien, charge, pledge or encumbrance.
β―
"Liquidated Receivable" means a Receivable for which the Servicer has received and applied the proceeds of a sale by auction or other disposition of the Financed Vehicle.
β―
"Liquidation Proceeds" means, for a Collection Period and a Liquidated Receivable or a Receivable that is charged off during that Collection Period, an amount equal to:
β―
(a) | all amounts received and applied by the Servicer for the Receivable, whether allocable to interest or principal, during the Collection Period; minus |
β―
(b) | Recoveries for the Receivable; minus |
β―
(c) | any amounts paid by the Servicer for the account of the Obligor, including collection expenses and amounts paid to third parties for the repossession, transportation, reconditioning and disposition of the Financed Vehicle; minus |
β―
(d) | any amounts required by law or under the Servicing Procedures to be paid to the Obligor. |
β―
"Monthly Deposit Required Ratings" has the meaning stated in Sectionβ―4.3(b)(ii)β―of the Sale and Servicing Agreement.
β―
"Monthly Investor Report" has the meaning stated in Sectionβ―3.5(a)β―of the Sale and Servicing Agreement.
β―
"Moody's" means Xxxxx'x Investors Service,β―Inc.
β―
"Note Balance" means, for a Note or Class, the initial aggregate principal amount of the Note or Classβ―minus all amounts paid as principal on the Note or Class.
β―
"Note Interest Rate" means, for each Class, the interest rate per annum stated below (except that the Note Interest Rate for any Floating Rate notes will not be less than 0.00%):
β―
Class | β― | Note Interest Rate | β― | |
Classβ―A-1 | β― | β― | 3.633% | β― |
Classβ―A-2a | β― | β― | 4.52% | β― |
Classβ―A-2b | β― | β― | 30-day average SOFR + 0.52% | β― |
Classβ―A-3 | β― | β― | 4.48% | β― |
Classβ―A-4 | β― | β― | 4.59% | β― |
Classβ―B | β― | β― | 5.03% | β― |
Classβ―C | β― | β― | 5.22% | β― |
β―
"Note Interest Shortfall" means, for a Classβ―and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the prior Payment Date for the Classβ―over the amount of interest that was paid to the Noteholders of that Classβ―on the prior Payment Date, together with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Classβ―for that Interest Period.
β―
β― | AA-11 | β― |
β―
β―
"Note Monthly Interest" means, for a Classβ―and a Payment Date, the aggregate amount of interest accrued on the Note Balance of the Classβ―at the Note Interest Rate for the Classβ―for the related Interest Period.
β―
"Note Owner" means, for a Book-Entry Note, the Person who is the beneficial owner of a Book-Entry Note as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with the Clearing Agency (as a direct participant or as an indirect participant, in each case according to the rulesβ―of the Clearing Agency).
β―
"Note Paying Agent" means the Indenture Trustee and any other Person appointed as Note Paying Agent under Sectionβ―2.15 of the Indenture.
β―
"Note Pool Factor" means, for a Classβ―and a Payment Date, a seven-digit decimal figure equal to the Note Balance of the Classβ―after giving effect to any payments of principal of the Classβ―on that Payment Date divided by the initial Note Balance of the Class.
β―
"Note Redemption Price" means, for the Redemption Date, an amount equal to the sum of:
β―
(a)β―β―β―β―β―β―β―β―β―β―β―β―the Note Balance as of the Redemption Date; plus
β―
(b)β―β―β―β―β―β―β―β―β―β―β―β―the Accrued Note Interest payable on the Redemption Date.
β―
"Note Register" and "Note Registrar" have the meanings stated in Sectionβ―2.4 of the Indenture.
β―
"Noteholder" means the Person in whose name a Note is registered on the Note Register.
β―
"Notes" means the Classβ―A-1 Notes, the Classβ―A-2a Notes, the Classβ―A-2b Notes, the Classβ―A-3 Notes, the Classβ―A-4 Notes, the Classβ―B Notes and the Classβ―C Notes, collectively.
β―
"Obligor" means the purchaser or co-purchasers of the Financed Vehicle or any guarantor or other Person who owes payments under the Receivable (not including a Dealer).
β―
"Officer's Certificate" means (a)β―for the Issuer, a certificate signed by a Responsible Person of the Issuer and (b)β―for the Depositor or the Servicer, a certificate signed by any officer of the Depositor or the Servicer, as applicable.
β―
"Opinion of Counsel" means a written opinion of counsel which counsel is reasonably acceptable to the Indenture Trustee, the Owner Trustee and the Rating Agencies, as applicable.
β―
"Other Assets" means any assets (other than the Trust Property) sold, assigned or conveyed or intended to be sold, assigned or conveyed by the Depositor to any Person other than the Issuer, whether by way of a sale, capital contribution, pledge or otherwise.
β―
β― | AA-12 | β― |
β―
β―
"Outstanding" means, as of a date, all Notes authenticated and delivered under the Indenture on or before that date except (a)β―Notes that have been cancelled by the Note Registrar or delivered to the Note Registrar for cancellation, (b)β―Notes to the extent the amount necessary to pay the Notes has been deposited with the Indenture Trustee or Note Paying Agent in trust for the Noteholders and, if those Notes are to be redeemed, notice of the redemption has been given under the Indenture and (c)β―Notes in exchange for or in place of which other Notes have been authenticated and delivered under the Indenture unless proof satisfactory to the Indenture Trustee is presented that the Notes are held by a bona fide purchaser. In determining whether Noteholders of the required Note Balance have made or given a request, demand, authorization, direction, notice, consent or waiver under any Transaction Document, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be considered not to be Outstanding. However, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be considered to be Outstanding if (A)β―no other Notes remain Outstanding or (B)β―the Notes have been pledged in good faith and the pledgee establishes to the reasonable satisfaction of the Indenture Trustee the pledgee's right to act for the Notes and that the pledgee is not the Issuer, the Depositor, the Servicer or their Affiliates.
β―
"Owner Trustee" means U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement.
β―
"Payment Date" means the 15th day of each month or, if not a Business Day, the next Business Day, starting in the first full month after the Closing Date. For a Collection Period, the related Payment Date means the Payment Date following the end of the Collection Period.
β―
"Permitted Investments" means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:
β―
(a) | direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States; |
β―
(b) | demand deposits, time deposits, certificates of deposit or bankers' acceptances of any depository institution or trust company (i)β―incorporated under the laws of the United States or any State or any United States branch or agency of a foreign bank, (ii)β―subject to supervision and examination by federal or State banking or depository institution authorities and (iii)β―that at the time the investment or contractual commitment to invest is made, the commercial paper or other short-term unsecured debt obligations (other than obligations with a rating based on the credit of a Person other than the depository institution or trust company) of the depository institution or trust company have the Required Rating; |
β―
(c) | commercial paper, including asset-backed commercial paper, having, at the time the investment or contractual commitment to invest is made, the Required Rating; |
β―
(d) | investments in money market funds having, at the time the investment or contractual commitment to invest is made, a rating in the highest investment grade category from each of Fitch, if rated by Fitch, Moody's and Standardβ―& Poor's (including funds for which the Indenture Trustee or the Owner Trustee or any of their Affiliates is investment manager or advisor); |
β―
β― | AA-13 | β― |
β―
β―
(e) | repurchase obligations for any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b)β―above; and |
β―
(f) | any other investment that is acceptable to each Rating Agency. |
β―
"Permitted Lien" means a tax, mechanics' or other Lien that attaches by operation of law, or any security interest of the Depositor in the Purchased Property under the Receivables Purchase Agreement, the Issuer in the Sold Property under the Sale and Servicing Agreement or the Indenture Trustee in the Collateral under the Indenture.
β―
"Person" means a legal person, including a corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, a department or agency of a government or any other entity.
β―
"Pool Balance" means, on the last day of a Collection Period, an amount equal to the aggregate Principal Balance of the Receivables as of that day, excluding Purchased Receivables.
β―
"Principal Balance" means, for a Receivable as of the last day of a month, an amount (not less than zero) equal to:
β―
(a) | the Amount Financed; minus |
β―
(b) | the portion of the amounts applied on or before that date allocable to principal; minus |
β―
(c) | Realized Losses (if Realized Losses are greater than zero). |
β―
"Purchase Amount" means, for a Receivable for which the Purchase Amount is to be included in Available Funds for a Payment Date, the Principal Balance of the Receivable as of the last day of the Collection Period before the related Collection Period plus 30 days of interest at the applicable APR or, if the Receivable has been charged off, an amount (not less than zero) equal to the Realized Loss on the Receivable minus any Recoveries through the last day of the Collection Period before the related Collection Period.
β―
"Purchased Property" means (a)β―the Receivables, (b)β―all amounts received and applied on the Receivables on or after the Cutoff Date, (c)β―the security interests in the Financed Vehicles granted by Obligors under the Receivables and any other interest of Ford Credit in the Financed Vehicles, (d)β―rights to receive proceeds from claims on insurance companies for insurance covering the Financed Vehicles or Obligors, (e)β―recourse rights against the originating Dealer of the Receivables, (f)β―the Receivable Files, (g)β―all property securing the Receivables, (h)β―refunds for items originally included in the Amount Financed, including service contracts, insurance and similar products, (i)β―all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (j)β―all payments on or under and all proceeds of the property described above.
β―
β― | AA-14 | β― |
β―
β―
"Purchased Receivable" means, for a Collection Period, a Receivable (a)β―purchased by the Servicer under Sectionβ―3.3 of the Sale and Servicing Agreement, (b)β―repurchased by the Depositor under Sectionβ―2.5 of the Sale and Servicing Agreement or (c)β―repurchased by Ford Credit under Sectionβ―3.4 of the Receivables Purchase Agreement, and for which, in each case, the purchase or repurchase is effective during the Collection Period and the Purchase Amount is included in Available Funds for the Payment Date following the related Payment Date.
β―
"Qualified Institution" means (a)β―a bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that (i)β―is subject to supervision and examination by federal or State banking authorities, (ii)β―has a short-term deposit or debt rating of "P-1" from Moody's and "A-1" from Standardβ―& Poor's, (iii)β―if the institution holds any Bank Accounts other than as segregated trust accounts and the deposits are to be held in the accounts more than 30 days, has a long-term unsecured debt rating or issuer rating of at least "AA" from Standardβ―& Poor's and (iv)β―if the institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation or (b)β―the corporate trust department of any bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking authorities that (i)β―is authorized under those laws to act as a trustee or in any other fiduciary capacity and (ii)β―has a long-term deposit rating of at least "Baa3" from Xxxxx'x.
β―
"Rating Agency" means Moody's and Standardβ―& Poor's.
β―
"Rating Agency Condition" means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:
β―
(a) | the Rating Agency has notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee that the proposed action or request will not result in a downgrade or withdrawal of its then current rating on any of the Notes; or |
β―
(b) | the Issuer has given ten Business Days' prior notice to the Rating Agency and the Rating Agency has not notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the Notes. |
β―
"Realized Loss" means, for a Receivable that is charged off by the Servicer, an amount equal to:
β―
(a) | the Principal Balance of the Receivable as of the last day of the Collection Period before the Collection Period in which the Receivable is charged off; minus |
β―
(b) | any Liquidation Proceeds received in the Collection Period in which the Receivable is charged off. |
β―
β― | AA-15 | β― |
β―
β―
"Receivable" means, for a Collection Period, a retail installment sale contract or similar contract listed on the Schedule of Receivables, excluding any contract that became a Purchased Receivable during a prior Collection Period or was a charged-off Receivable sold under Sectionβ―3.4 of the Sale and Servicing Agreement during a prior Collection Period.
β―
"Receivable File" has the meaning stated in Sectionβ―3.12(b)β―of the Sale and Servicing Agreement.
β―
"Receivables Purchase Agreement" means the Receivables Purchase Agreement, dated as of the Cutoff Date, between the Sponsor and the Depositor.
β―
"Record Date" means, for a Payment Date and a Book-Entry Note, the close of business on the day before the Payment Date and, for a Payment Date and a Definitive Note, the last day of the month before the month in which the Payment Date occurs.
β―
"Recoveries" means, for a Receivable that has been charged off (whether or not the Receivable is a Liquidated Receivable) and a Collection Period, an amount equal to:
β―
(a) | all amounts received and applied by the Servicer during the Collection Period for the Receivable, whether allocable to interest or principal, after the date it was charged off; minus |
β―
(b) | any amounts paid by the Servicer for the account of the Obligor, including collection expenses and amounts paid to third parties in connection with the repossession, transportation, reconditioning and disposition of the Financed Vehicle, to the extent the amounts have not been included in calculating Liquidation Proceeds for that Collection Period; minus |
β―
(c) | any amounts required by law or under the Servicing Procedures to be paid to the Obligor. |
β―
"Redemption Date" means the Payment Date stated by the Servicer for a redemption of the Notes under Sectionβ―10.1 of the Indenture.
β―
"Reference Time" means, for an Interest Period, (a)β―if the Benchmark is SOFR, 3:00 p.m., New York time, on the Benchmark Determination Date, and (b)β―if the Benchmark is a rate other than SOFR, the time on the Benchmark Determination Date determined by the Issuer according to Sectionβ―3.19(c)(ii)β―of the Indenture.
β―
"Registered Noteholder" means the Person in whose name a Note is registered on the Note Register on the Record Date.
β―
"Regular Principal Payment" means, for a Payment Date, the greater of:
β―
(a) | an amount (not less than zero) equal to: |
β―
(i) | the greater of (A)β―the Note Balance of the Classβ―A-1 Notes as of the prior Payment Date or the Closing Date, as applicable, and (B)β―an amount equal to the excess of (1)β―the aggregate Note Balances of all Notes as of the prior Payment Date or the Closing Date, as applicable, over (2)β―the Pool Balance as of the last day of the prior Collection Period minus the Targeted Overcollateralization Amount; minus |
β―
β― | AA-16 | β― |
β―
β―
(ii) | the sum of the First Priority Principal Payment and the Second Priority Principal Payment; and |
β―
(b) | on and after the Final Scheduled Payment Date of the Classβ―C Notes, the Note Balance of the Classβ―C Notes. |
β―
"Regulation AB" means Regulation AB under the Securities Act.
β―
"Regulation RR" means Regulation RR under the Exchange Act (17 C.F.R. Β§246.1, et seq.).
β―
"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York, or any successor thereto.
β―
"Repurchase Request" has the meaning stated in Sectionβ―2.6(a)β―of the Sale and Servicing Agreement.
β―
"Required Rating" means, for short-term unsecured debt obligations, a rating of (a)β―"P-1" from Moody's and (b)β―"A-1" from Standardβ―& Poor's.
β―
"Requesting Party" has the meaning stated in Sectionβ―2.6 of the Sale and Servicing Agreement.
β―
"Reserve Account" means the account established under Sectionβ―4.1(a)β―of the Sale and Servicing Agreement.
β―
"Reserve Account Draw Amount" means, for a Payment Date, the lesser of:
β―
(a) | an amount (not less than zero) equal to the Total Required Payment minus the Available Funds determined without regard to the Reserve Account Draw Amount; and |
β―
(b) | the amount in the Reserve Account minus any net investment earnings. |
β―
"Residual Interest" means a beneficial ownership interest in the Issuer, as recorded on the Trust Register.
β―
"Responsible Person" means:
β―
(a) | for the Administrator, the Depositor, the Sponsor and the Servicer, a Person designated in an Officer's Certificate of the Person or other notice signed by an officer of the Person as authorized to act for the Person; |
β―
β― | AA-17 | β― |
β―
β―
(b) | for the Issuer, an officer in the Corporate Trust Office of the Owner Trustee, any officer of the Owner Trustee to whom any matter is referred because of the officer's knowledge of and familiarity with the matter, and a Responsible Person of the Administrator; and |
β―
(c) | for the Indenture Trustee or the Owner Trustee, an officer in the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as applicable, including each vice president, assistant vice president, secretary, assistant secretary or other officer customarily performing functions similar to those performed by those officers listed above, having direct responsibility for the administration of the Transaction Documents and any officer of the Indenture Trustee or the Owner Trustee, as applicable, to whom any matter is referred because of the officer's knowledge of and familiarity with the matter. |
β―
"Review" has the meaning stated in the Asset Representations Review Agreement.
β―
"Review Demand Date" means, for a Review, the date when the Indenture Trustee determines that each of (a)β―the Delinquency Trigger has occurred and (b)β―the required percentage of Noteholders has voted to direct a Review under Sectionβ―7.2 of the Indenture.
β―
"Review Notice" means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform a Review.
β―
"Review Receivable" means, for a Review, the Receivables more than 60 days Delinquent as of the last day of the Collection Period before the Review Demand Date stated in the Review Notice.
β―
"Review Report" has the meaning stated in the Asset Representations Review Agreement.
β―
"Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of the Cutoff Date, among the Issuer, the Depositor and the Servicer.
β―
"Schedule of Receivables" means the schedule or file listing the Receivables attached as Schedule A to the Receivables Purchase Agreement and Schedule A to the Sale and Servicing Agreement and the Indenture.
β―
"Second Priority Principal Payment" means, for a Payment Date, the greater of:
β―
(a) | an amount (not less than zero) equal to: |
β―
(i) | the aggregate Note Balances of the Classβ―A Notes and the Classβ―B Notes as of the prior Payment Date (or, for the initial Payment Date, as of the Closing Date); minus |
β―
(ii) | the Adjusted Pool Balance; minus |
β―
β― | AA-18 | β― |
β―
β―
(iii) | the First Priority Principal Payment; and |
β―
(b) | on and after the Final Scheduled Payment Date of the Classβ―B Notes, the Note Balance of the Classβ―B Notes. |
β―
"Secured Parties" means the Noteholders.
β―
"Securities Account" means each Bank Account subject to the terms of the Account Control Agreement.
β―
"Securities Act" means the Securities Act of 1933.
β―
"Servicer" means Ford Credit or any successor Servicer engaged under Sectionβ―7.4 of the Sale and Servicing Agreement.
β―
"Servicer Termination Event" has the meaning stated in Sectionβ―7.2 of the Sale and Servicing Agreement.
β―
"Servicing Fee" means, for a Collection Period, the fee payable to the Servicer in an amount equal to the product of:
β―
(a) | one-twelfth of 1.0%; times |
β―
(b) | the Pool Balance as of the last day of the prior Collection Period (or the Cutoff Date for the first month). |
β―
"Servicing Procedures" means the servicing procedures of Ford Credit relating to retail installment sale contracts originated or purchased by Ford Credit as the procedures may change.
β―
"Similar Law" means any federal, State, local or non-U.S. law or regulation that is substantially similar to Partβ―4 of Title I of ERISA or Sectionβ―4975 of the Code.
β―
"SOFR" means, for any Interest Period, the following rate, as obtained by the Calculation Agent:
β―
(a) | the compounded average of the secured overnight financing rate over a rolling 30-calendar day period, as such rate is published by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator), on the Federal Reserve Bank of New York's Website under "30-Day Average SOFR" at 3:00 p.m., New York time, on the SOFR Determination Date; and |
β―
(b) | if the rate does not appear on the Federal Reserve Bank of New York's Website, the rate that was published at 3:00 p.m., New York time, on the first preceding SOFR Business Day for which such rate was published on the Federal Reserve Bank of New York's Website under "30-Day Average SOFR." |
β―
"SOFR Business Day" means a business day determined in accordance with the SOFR publication calendar of the Federal Reserve Bank of New York.
β―
β― | AA-19 | β― |
β―
β―
"SOFR Determination Date" means the date that is two SOFR Business Days before the first day of the applicable Interest Period.
β―
"Sold Property" means (a)β―the Purchased Property, (b)β―the Depositor's rights under the Receivables Purchase Agreement, (c)β―all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (d)β―all payments on or under and all proceeds of the property described above.
β―
"Specified Reserve Balance" means $4,736,842.79, which is at least 0.30% of the Initial Adjusted Pool Balance.
β―
"Sponsor" means Ford Credit.
β―
"Standardβ―& Poor's" means S&P Global Ratings, a Standardβ―& Poor's Financial Services LLC business.
β―
"State" means a state or commonwealth of the United States, or the District of Columbia.
β―
"Supplemental Servicing Fee" means, for a Collection Period, all late fees, prepayment charges, extension fees and other administrative fees or similar charges on the Receivables.
β―
"Targeted Overcollateralization Amount" means, for a Payment Date, an amount equal to the sum of:
β―
(a) | the Yield Supplement Overcollateralization Amount; plus |
β―
(b) | 2.00% of the Initial Adjusted Pool Balance; plus |
β―
(c) | the excess, if any, of (a)β―1.50% of the Pool Balance as of the last day of the prior Collection Period over (b)β―the Specified Reserve Balance. |
β―
"Test Fail" has the meaning stated in the Asset Representations Review Agreement.
β―
"Total Required Payment" means, for a Payment Date, the sum of
β―
(a) | the amount, up to a maximum of $375,000 per annum, payable to the Indenture Trustee under Sectionβ―6.7 of the Indenture and to the Owner Trustee under Sections 7.1 and 7.2 of the Trust Agreement, and for any expenses of the Issuer incurred under the Transaction Documents; plus |
β―
(b) | the Servicing Fee and all unpaid Servicing Fees from prior Collection Periods; plus |
β―
(c) | the Accrued Note Interest for all Classes of Notes; plus |
β―
(d) | the First Priority Principal Payment; plus |
β―
(e) | the Second Priority Principal Payment; plus |
β―
β― | AA-20 | β― |
β―
β―
(f) | on or after the Final Scheduled Payment Date of the Classβ―C Notes, the Note Balance of the Classβ―C Notes. |
β―
After an Event of Default and an acceleration of the Notes or an Insolvency Event or dissolution of the Depositor, until the Note Balances of each Classβ―of Notes have been paid in full, the Total Required Payment will also include the aggregate Note Balances of all Notes.
β―
"Transaction Documents" means the Certificate of Trust, the Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Asset Representations Review Agreement, the Depository Agreement and the Account Control Agreement.
β―
"Trust Agreement" means the Second Amended and Restated Trust Agreement, dated as of the Cutoff Date, between the Depositor and the Owner Trustee.
β―
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939.
β―
"Trust Property" means (a)β―the Sold Property, (b)β―the Issuer's rights under the Transaction Documents, (c)β―all "security entitlements" (as defined in Sectionβ―8-102 of the UCC) relating to the Bank Accounts and the property deposited in or credited to any of the Bank Accounts, (d)β―all present and future claims, demands, causes of action and choses in action relating to any of the property described above and (e)β―all payments on or under and all proceeds of the property described above.
β―
"Trust Register" and "Trust Registrar" have the meanings stated in Sectionβ―3.2 of the Trust Agreement.
β―
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
β―
"Underwriting Procedures" means the underwriting procedures of Ford Credit relating to retail installment sale contracts originated or purchased by Ford Credit as the procedures may change.
β―
"UCC" means the Uniform Commercial Code as in effect in any relevant jurisdiction.
β―
"Yield Supplement Overcollateralization Amount" means, for the Closing Date and each Payment Date, the amount stated on the Yield Supplement Overcollateralization Schedule for that date, calculated as the sum for each Receivable of the amount (not less than zero) equal to:
β―
(a) | the future payments on the Receivable discounted to present value as of the last day of the related Collection Period (or the Cutoff Date, for the Closing Date) at the APR of the Receivable; minus |
β―
(b) | the future payments on the Receivable discounted to present value as of the last day of the related Collection Period (or the Cutoff Date, for the Closing Date) at 8.05%. |
β―
β― | AA-21 | β― |
β―
β―
For purposes of this calculation, the future payments on each Receivable are the equal monthly payments that would reduce the Receivable's Principal Balance as of the Cutoff Date to zero on the Receivable's final scheduled payment date, at an interest rate equal to the APR of the Receivable and without any delays, defaults or prepayments.
β―
"Yield Supplement Overcollateralization Schedule" means, for the Closing Date and each Payment Date, the following schedule:
β―
Closing Date | $ | 166,355,464.12 | March 2026 | $ | 14,109,376.75 | ||||
October 2022 | 160,402,402.78 | April 2026 | 12,756,277.47 | ||||||
November 2022 | 154,561,584.22 | May 2026 | 11,491,479.58 | ||||||
December 2022 | 148,833,940.90 | June 2026 | 10,313,998.85 | ||||||
January 2023 | 143,219,656.07 | July 2026 | 9,222,357.18 | ||||||
February 2023 | 137,719,216.88 | August 2026 | 8,214,567.34 | ||||||
March 2023 | 132,333,071.55 | September 2026 | 7,287,766.90 | ||||||
April 2023 | 127,061,538.37 | October 2026 | 6,437,766.10 | ||||||
May 2023 | 121,904,842.75 | November 2026 | 5,660,742.43 | ||||||
June 2023 | 116,863,076.36 | December 2026 | 4,954,438.65 | ||||||
July 2023 | 111,936,621.40 | January 2027 | 4,317,751.70 | ||||||
August 2023 | 107,125,928.68 | February 2027 | 3,747,209.46 | ||||||
September 2023 | 102,431,227.31 | March 2027 | 3,236,425.50 | ||||||
October 2023 | 97,852,511.03 | April 2027 | 2,779,820.61 | ||||||
November 2023 | 93,389,617.98 | May 2027 | 2,373,774.28 | ||||||
December 2023 | 89,042,023.46 | June 2027 | 2,015,240.07 | ||||||
January 2024 | 84,810,013.92 | July 2027 | 1,700,170.63 | ||||||
February 2024 | 80,693,590.52 | August 2027 | 1,425,478.92 | ||||||
March 2024 | 76,692,499.64 | September 2027 | 1,187,958.92 | ||||||
April 2024 | 72,806,639.13 | October 2027 | 984,218.42 | ||||||
May 2024 | 69,036,340.15 | November 2027 | 809,732.66 | ||||||
June 2024 | 65,381,798.45 | December 2027 | 661,795.45 | ||||||
July 2024 | 61,842,981.06 | January 2028 | 537,020.98 | ||||||
August 2024 | 58,420,078.55 | February 2028 | 432,255.18 | ||||||
September 2024 | 55,113,063.74 | March 2028 | 345,232.38 | ||||||
October 2024 | 51,921,429.39 | April 2028 | 273,196.63 | ||||||
November 2024 | 48,844,372.06 | May 2028 | 214,460.20 | ||||||
December 2024 | 45,880,582.17 | June 2028 | 167,570.92 | ||||||
January 2025 | 43,029,215.20 | July 2028 | 130,851.43 | ||||||
February 2025 | 40,289,528.44 | August 2028 | 102,946.62 | ||||||
March 2025 | 37,660,690.66 | September 2028 | 82,045.46 | ||||||
April 2025 | 35,141,697.35 | October 2028 | 65,964.47 | ||||||
May 2025 | 32,730,836.89 | November 2028 | 52,063.21 | ||||||
June 2025 | 30,426,843.43 | December 2028 | 40,232.13 | ||||||
July 2025 | 28,227,447.88 | January 2029 | 30,335.22 | ||||||
August 2025 | 26,130,347.42 | February 2029 | 22,185.72 | ||||||
September 2025 | 24,132,908.88 | March 2029 | 15,573.54 | ||||||
October 2025 | 22,232,041.93 | April 2029 | 10,366.71 | ||||||
November 2025 | 20,424,085.59 | May 2029 | 6,385.76 | ||||||
December 2025 | 18,708,536.11 | June 2029 | 3,460.29 | ||||||
January 2026 | 17,084,733.55 | July 2029 | 1,500.79 | ||||||
February 2026 | 15,551,919.39 | August 2029 | 409.66 |
β― | AA-22 | β― |
β―
β―
Exhibitβ―A
β―
Formβ―of Monthly Investor Report
β―
Ford Credit
Auto Owner Trust 2022-C
Monthly Investor Report
β―
Collection Period
Payment Date
Transaction Month(s)
β―
Additional information about the structure, cashflows, defined terms and parties for this transaction can be found in the prospectus, available on the SEC website (xxxx://xxx.xxx.xxx) under the registration number 333-258040 and at xxxxx://xxx.xxxx.xxx/xxxxxxx/xxxxxxxx-xxxxxx/xxxxx-xxxxxx-xxxxxxxxxxxxxx.
β―
I. ORIGINAL DEAL PARAMETERS
β―
β― | β― | β― | β― | β― | β― | Weighted Avg Remaining |
β― | β― | Dollar Amount | β― | # of Receivables | β― | Term at Cutoff |
Initial Pool Balance | β― | β― | β― | β― | β― | β― |
β―
Original Securities: | β― | Dollar Amount | β― | Note Interest Rate | β― | Final Scheduled Payment Date |
Classβ―A-1 Notes | β― | β― | β― | % | β― | β― |
Classβ―A-2a Notes | β― | β― | β― | % | β― | β― |
Classβ―A-2b Notes | β― | β― | β― | % | β― | β― |
Classβ―A-3 Notes | β― | β― | β― | % | β― | β― |
Classβ―A-4 Notes | β― | β― | β― | % | β― | β― |
Classβ―B Notes | β― | β― | β― | % | β― | β― |
Classβ―C Notes | β― | β― | β― | % | β― | β― |
Total | β― | β― | β― | β― | β― | β― |
β―
II. AVAILABLE FUNDS
β―
Interest: |
Interest Collections |
β― |
Principal: |
Principal Collections |
β― |
Prepayments in Full |
Liquidation Proceeds |
Recoveries |
β― |
Sub Total |
β― |
Collections |
β―
β― | EA-1 | β― |
β―
β―
Purchase Amounts: |
Purchase Amounts Related to Principal |
Purchase Amounts Related to Interest |
β― |
Sub Total |
β― |
Clean-up Call |
β― |
Reserve Account Draw Amount |
β― |
Available Funds β Total |
β―
III. DISTRIBUTIONS
β―
β― | β― | Calculated Amount | β― | β― | Amount Paid | β― | β― | Shortfall | β― | β― | Carryover Shortfall | β― | β― | Remaining Available Funds | β― | |||||
Trustee and Other | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Fees/Expenses | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Servicing Fee | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Interest β Classβ―A-1 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Interest β Classβ―A-2a Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Interest β Classβ―A-2b Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Interest β Classβ―A-3 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Interest β Classβ―A-4 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
First Priority Principal Payment | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Interest β Classβ―B Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Second Priority Principal Payment | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Interest β Classβ―C Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Reserve Account Deposit | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Regular Principal Payment | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Additional Trustee and Other | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Fees/Expenses | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Collections Released to Depositor | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Total | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Principal Payment: | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
First Priority Principal Payment | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Second Priority Principal Payment | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Regular Principal Payment | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Total | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β―
β― | EA-2 | β― |
β―
β―
IV. NOTEHOLDER PAYMENTS
β―
β― | β― | Noteholder Principal Payments Actual Per $1,000 of Original Balance | β― | β― | Noteholder Interest Payments Actual Per $1,000 of Original Balance | β― | β― | Total Payment Actual Per $1,000 of Original Balance | β― | |||
Classβ―A-1 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-2a Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-2b Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-3 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-4 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―B Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―C Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Total | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β―
V. NOTE BALANCE AND POOL INFORMATION
β―
β― | β― | Beginning of Period | β― | β― | End of Period | β― | ||||||||||
β― | β― | Balance | β― | β― | Note Pool Factor | β― | β― | Balance | β― | β― | Note Pool Factor | β― | ||||
Classβ―A-1 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-2a Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-2b Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-3 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―A-4 Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―B Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Classβ―C Notes | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Total | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Pool Information | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Weighted Average APR | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Weighted Average Remaining Term | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Number of Receivables Outstanding | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Pool Balance | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Adjusted Pool Balance (Pool Balance - YSOC Amount) | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
Pool Factor | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β―
VI. OVERCOLLATERALIZATION INFORMATION
β―
Specified Reserve Balance |
Yield Supplement Overcollateralization Amount |
Targeted Overcollateralization Amount |
Actual Overcollateralization Amount (EOP Pool Balance - EOP Note Balance) |
β―
β― | EA-3 | β― |
β―
β―
VII. RECONCILIATION OF RESERVE ACCOUNT
β―
Beginning Reserve Account Balance |
Reserve Account Deposits Made |
Reserve Account Draw Amount |
Ending Reserve Account Balance |
Change in Reserve Account Balance |
Specified Reserve Balance |
β―
VIII. NET LOSS, DELINQUENT AND EXTENDED RECEIVABLES
β―
β― | β― | # of Receivables | Amount |
Current Collection Period Loss:
Realized Loss (Charge-Offs)
(Recoveries)
Net Loss for Current Collection Period
Ratio of Net Loss for Current Collection Period to Beginning of Period Pool Balance (annualized)
β―
Prior and Current Collection Periods Average Loss:
Ratio of Net Loss to the Average Pool Balance (annualized)
Third Prior Collection Period
Second Prior Collection Period
Prior Collection Period
Current Collection Period
Four Month Average (Current and Prior Three Collection Periods)
β―
Cumulative Loss:
Cumulative Realized Loss (Charge-Offs)
(Cumulative Recoveries)
Cumulative Net Loss for all Collection Periods
Ratio of Cumulative Net Loss for all Collection Periods to Initial Pool Balance
β―
Average Realized Loss for Receivables that have experienced
a Realized Loss
Average Net Loss for Receivables that have experienced a Realized Loss
β―
β― | % of EOP Pool | # of Receivables | Amount |
Delinquent Receivables: | β― | β― | β― |
31-60 Days Delinquent | β― | β― | β― |
61-90 Days Delinquent | β― | β― | β― |
91-120 Days Delinquent | β― | β― | β― |
Over 120 Days Delinquent | β― | β― | β― |
Total Delinquent Receivables | β― | β― | β― |
β―
β― | EA-4 | β― |
β―
β―
Repossession Inventory:
Repossessed in the Current Collection Period
Total Repossessed Inventory
β―
Number of 61+ Delinquent Receivables to EOP Number of Outstanding
Receivables:
Second Prior Collection Period
Prior Collection Period
Current Collection Period
Three Month Average
β―
Delinquency Trigger (61+ Delinquent Receivables):
β―
Transaction Month | β― | Trigger | β― | |
1 β 12 | β― | β― | 0.80 | % |
13 β 24 | β― | β― | 1.50 | % |
25 β 36 | β― | β― | 2.70 | % |
37+ | β― | β― | 4.40 | % |
β―
61+ Delinquent Receivables Balance to EOP Pool Balance:
β―
Delinquency Trigger Occurred: Y/N
β―
Receivables Granted Payment Extensions in the Current Collection Period:
β―
# of Receivables
Amount
1 Month Extended
2 Months Extended
3+ Months Extended
Total Receivables Extended
β―
IX. CREDIT RISK RETENTION INFORMATION
β―
The fair value of the Notes and the Residual Interest on the Closing Date is summarized below.
β―
β― | β― | β― | Fair Value (Mils.) | β― | β― | β― | Fair Value (%) | β― |
Classβ―A notes | β― | $ | β― | β― | β― | % | ||
Classβ―B notes | β― | $ | β― | β― | β― | % | ||
Classβ―C notes | β― | $ | β― | β― | β― | % | ||
Residual Interest | β― | $ | β― | β― | β― | % | ||
Total | β― | $ | β― | β― | β― | % |
β―
The Depositor must retain a Residual Interest with a fair value of at least 5% of the aggregate value of the Notes and Residual Interest, or $[insert dollar amount equal to 5% of the aggregate value of the Notes and Residual Interest], according to Regulation RR.
β―
[Description of material differences, if any, in methodology or key inputs and assumptions.]
β―
β― | EA-5 | β― |
β―
β―
X. FLOATING RATE BENCHMARK: BENCHMARK TRANSITION
β―
Benchmark Transition Event:
Benchmark Replacement Date:
Unadjusted Benchmark Replacement:
Benchmark Replacement Adjustment:
Benchmark Replacement Conforming Changes:
β―
XI. REPURCHASE DEMAND ACTIVITY (RULE 15Ga-1)
β―
(1)β― Repurchase Activity
β―
[No activity to report]
β―
Name
of Issuing Entity |
Check
if Registered |
Name
of Originator |
Total
Assets in ABS by Originator |
Assets
That Were Subject of Demand |
Assets
That Were Repurchased or Replaced |
Assets
Pending Repurchase or Replacement (within cure period) |
Demand in Dispute | Demand Withdrawn | Demand Rejected | ||||||||||||||
β― | β― | β― | (#) | ($) | (%
of principal balance) |
(#) | ($) | (%
of principal balance) |
(#) | ($) | (%
of principal balance) |
(#) | ($) | (%
of principal balance) |
(#) | ($) | (%
of principal balance) |
(#) | ($) | (%
of principal balance) |
(#) | ($) | (%
of principal balance) |
Retail β― Ford β― CIK# |
β― | Ford Motor Credit Company LLC | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― | β― |
β―
(2)β― Most Recent Formβ―ABS-15G for Repurchase Demands
β―
Filed by: Ford Motor Credit Company LLC
β―
CIK#: 0000038009
β―
Date: Februaryβ―__, 20__
β―
β― | EA-6 | β― |
β―
β―
SERVICER CERTIFICATION
β―
β―
This report is accurate in all material respects.
β―
Ford Motor Credit Company LLC
β―
/s/ | β―β―β―β―β―β―β―β―β―β― | β― |
[Assistant Treasurer] | β― |
β―
β― | EA-7 | β― |
β―