Exhibit 10.6


 


Execution Version


 





 



 


ASSET REPRESENTATIONS REVIEW AGREEMENT


 


among


 


FORD CREDIT AUTO OWNER TRUST 2022-D,

as Issuer


 


FORD MOTOR CREDIT COMPANY LLC,

as Servicer


 


and


 


CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer


 


Dated as of November 1, 2022


 





 



 






    


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I
    USAGE AND Definitions	1
	Section 1.1.	Usage and Definitions	1
	Section 1.2.	Additional Definitions	1
	Section 1.3.	Review Materials and Test Definitions	2
	 	 	 
	ARTICLE II
    Engagement of ASSET REPRESENTATIONS REVIEWER	2
	Section 2.1.	Engagement; Acceptance	2
	Section 2.2.	Confirmation of Status	2
	 	 	 
	ARTICLE III
    Asset Representations Review PROCESS	2
	Section 3.1.	Review Notices	2
	Section 3.2.	Identification of Review Receivables	3
	Section 3.3.	Review Materials	3
	Section 3.4.	Performance of Reviews	3
	Section 3.5.	Review Reports	4
	Section 3.6.	Review Representatives	4
	Section 3.7.	Dispute Resolution	5
	Section 3.8.	Limitations on Review Obligations	5
	 	 	 
	ARTICLE IV
    Asset Representations Reviewer	6
	Section 4.1.	Representations and Warranties	6
	Section 4.2.	Covenants	7
	Section 4.3.	Fees and Expenses	7
	Section 4.4.	Limitation on Liability	8
	Section 4.5.	Indemnification by Asset Representations
    Reviewer	8
	Section 4.6.	Indemnification of Asset Representations
    Reviewer	8
	Section 4.7.	Review of Asset Representations
    Reviewer's Records	9
	Section 4.8.	Delegation of Obligations	10
	Section 4.9.	Confidential Information	10
	Section 4.10.	Personally Identifiable Information	11
	 	 	 
	ARTICLE V
    RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER	13
	Section 5.1.	Eligibility Requirements for
    Asset Representations Reviewer	13
	Section 5.2.	Resignation and Removal of Asset
    Representations Reviewer	13
	Section 5.3.	Successor Asset Representations
    Reviewer	14
	Section 5.4.	Merger, Consolidation or Succession	14
	 	 	 
	ARTICLE VI
    OTHER AGREEMENTS	14
	Section 6.1.	Independence of Asset Representations
    Reviewer	14
	Section 6.2.	No Petition	15
	Section 6.3.	Limitation of Liability of Owner
    Trustee	15
	Section 6.4.	Termination of Agreement	15
	 	 	 
	ARTICLE VII
    Miscellaneous Provisions	15
	Section 7.1.	Amendments	15
	Section 7.2.	Assignment; Benefit of Agreement;
    Third Party Beneficiaries	16
	Section 7.3.	Notices	16
	Section 7.4.	GOVERNING LAW	16
	Section 7.5.	Submission to Jurisdiction	17
	Section 7.6.	WAIVER OF JURY TRIAL	17




 






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	Section 7.7.	No Waiver; Remedies	17
	Section 7.8.	Severability	17
	Section 7.9.	Headings	17
	Section 7.10.	Counterparts	17




 


	Schedule A – Review Materials
	Schedule B – Representations and Warranties and Tests




 






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ASSET REPRESENTATIONS REVIEW AGREEMENT, dated
as of November 1, 2022 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2022-D, a Delaware statutory trust,
as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a
Delaware limited liability company, as Asset Representations Reviewer.


 


BACKGROUND


 


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.


 


In connection with a securitization transaction
sponsored by Ford Credit, Ford Credit sold a pool of Receivables consisting of retail installment sale contracts to the Depositor, who
sold them to the Issuer.


 


The Issuer has granted a security interest in
the pool of Receivables to the Indenture Trustee, for the benefit of the Secured Parties, as security for the Notes issued by the Issuer
under the Indenture.


 


The Issuer has determined to engage the Asset
Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by Ford
Credit and the Depositor about the Receivables in the pool.


 


The parties agree as follows.


 


ARTICLE I

USAGE AND Definitions


 


Section 1.1.     Usage
and Definitions. Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement,
dated as of November 1, 2022, among Ford Credit Auto Owner Trust 2022-D, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor,
and Ford Motor Credit Company LLC, as Servicer. Appendix A also contains usage rules that apply to this Agreement. Appendix A is
incorporated by reference into this Agreement.


 


Section 1.2.     Additional
Definitions. The following terms have the meanings given below:


 


"Confidential Information" has
the meaning stated in Section 4.9(b).


 


"Contract" has the meaning stated
in Schedule A.


 


"Information Recipient" has the
meaning stated in Section 4.9(a).


 


"Indemnified Parties" has the
meaning stated in Section 4.6(a).


 


"Issuer PII" has the meaning
stated in Section 4.10(a).


 






    


     


    

 


"Personally Identifiable Information"
or "PII" has the meaning stated in Section 4.10(a).


 


"Review" means the performance
by the Asset Representations Reviewer of the testing procedures for each Test and each Review Receivable according to Section 3.4.


 


"Review Fee" has the meaning
stated in Section 4.3(b).


 


"Review Materials" means, for
a Review and a Review Receivable, the documents and other materials listed in Schedule A, as applicable.


 


"Review Report" means, for a
Review, the report of the Asset Representations Reviewer as described in Section 3.5.


 


"Test" has the meaning stated
in Section 3.4(a).


 


"Test Complete" has the meaning
stated in Section 3.4(c).


 


"Test Fail" has the meaning stated
in Section 3.4(a).


 


"Test Pass" has the meaning stated
in Section 3.4(a).


 


Section 1.3.     Review
Materials and Test Definitions. Capitalized terms or terms or phrases in quotation marks used in the Tests, if not defined in Appendix
A to the Sale and Servicing Agreement or in this Agreement, including Schedule A to this Agreement, refer to sections, titles or terms
in the Contract or other Review Materials.


 


ARTICLE II

Engagement of ASSET REPRESENTATIONS REVIEWER


 


Section 2.1.     Engagement;
Acceptance. The Issuer engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Clayton
Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms
in this Agreement.


 


Section 2.2.     Confirmation
of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables
for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining
whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.


 


ARTICLE III

Asset Representations Review PROCESS


 


Section 3.1.     Review
Notices. On receipt of a Review Notice from the Indenture Trustee according to Section 7.2 of the Indenture, the Asset Representations
Reviewer will start a Review. The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received.


 






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Section 3.2.     Identification
of Review Receivables. Within ten Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations
Reviewer and the Indenture Trustee a list of the Review Receivables.


 


Section 3.3.     Review
Materials.


 


(a)            Access
to Review Materials. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Review
Receivables within 60 days after receipt of the Review Notice in one or more of the following ways: (i) by providing access to the
Servicer's receivables systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected
website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the
Servicer where the Receivable Files are located or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer.
The Servicer may redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness
of the Review Materials for the Review.


 


(b)            Missing
or Insufficient Review Materials. The Asset Representations Reviewer will review the Review Materials to determine if any Review
Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test. If the Asset Representations Reviewer
determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in
any event no less than 20 days before completing the Review. The Servicer will have 15 days to give the Asset Representations Reviewer
access to the missing Review Materials or other documents or information to correct the insufficiency. If the missing Review Materials
or other documents have not been provided by the Servicer within 15 days, the related Review Receivable will have a Test Fail for the
Test or Tests that require use of the missing or insufficient Review Materials. If the Contract for any Review Receivable is not provided
or is illegible, the Asset Representations Reviewer will be unable to perform any Tests and the related Review Receivable will have an
overall Test Fail for all Tests. In either of these cases, the Test or Tests will be considered completed and the Review Report will
report a Test Fail for the related Review Receivable or applicable representation or warranty and the reason for the Test Fail.


 


Section 3.4.     Performance
of Reviews.


 


(a)            Test
Procedures. For a Review, the Asset Representations Reviewer will perform for each Review Receivable the procedures listed under
 "Tests" in Schedule B for each representation and warranty (each, a "Test"), using the Review Materials necessary
to perform the procedures as stated in the Test. For each Test and Review Receivable, the Asset Representations Reviewer will determine
if the Test has been satisfied (a "Test Pass") or if the Test has not been satisfied (a "Test Fail").
If a Test or part of a Test cannot be performed for a Review Receivable because the Test circumstances do not apply to the Review Receivable,
the Test will be considered to be satisfied and will be reported as a Test Pass.


 


(b)            Review
Period. The Asset Representations Reviewer will complete the Review of all of the Review Receivables within 60 days after receiving
access to the Review Materials under Section 3.3(a). However, if missing or additional Review Materials are provided to the Asset
Representations Reviewer under Section 3.3(b), the Review period will be extended for an additional 30 days.


 






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(c)            Completion
of Review for Certain Review Receivables. Following the delivery of the list of the Review Receivables and before the delivery of
the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Receivable
is paid in full by the Obligor or purchased from the Issuer by the Sponsor, the Depositor or the Servicer according to the Transaction
Documents. If such a notice is received, the Asset Representations Reviewer will immediately terminate all Tests of such Receivable and
the Review of the Receivable will be considered complete (a "Test Complete"). In this case, the Asset Representations
Reviewer will report a Test Complete for the Receivable on the Review Report and the related reason.


 


(d)            Previously
Reviewed Receivable; Duplicative Tests. If a Review Receivable was included in a prior Review, the Asset Representations Reviewer
will not perform any Tests on it, but will report the results of the previous Tests in the Review Report for the current Review and note
that the results relate to a prior Review. If the same Test is required for more than one representation or warranty listed on Schedule
B, the Asset Representations Reviewer will only perform the Test once for each Review Receivable but will report the results of the Test
for each applicable representation and warranty on the Review Report.


 


(e)            Termination
of Review. If a Review is in process and the Notes will be paid in full on the next Payment Date, the Servicer will notify the Asset
Representations Reviewer and the Indenture Trustee no less than ten days before that Payment Date. On receipt of notice, the Asset Representations
Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report.


 


Section 3.5.     Review
Reports. Within five days after the end of the Review period under Section 3.4(b), the Asset Representations Reviewer will deliver
to the Sponsor, the Depositor, the Issuer, the Servicer and the Indenture Trustee a Review Report indicating for each Review Receivable
whether there was a Test Pass or a Test Fail for each Test, or whether the Review Receivable was an overall Test Fail (for a missing
or illegible Contract) or a Test Complete. For each Test Fail, overall Test Fail or Test Complete, the Review Report will indicate the
related reason. The Review Report will contain a summary of the Review results to be included in the Issuer's Form 10-D report for
the Collection Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does
not contain any Issuer PII. On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional detail
on the Test results.


 


Section 3.6.     Review
Representatives.


 


(a)            Servicer
Representative. The Servicer will designate one or more representatives who will be available to assist the Asset Representations
Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about
the Review Materials or Tests, access to Review Materials on the Servicer's originations, receivables or other systems, obtaining missing
or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.


 






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(b)            Asset
Representations Reviewer Representative. The Asset Representations Reviewer will designate one or more representatives who will be
available to the Issuer and the Servicer during the performance of a Review.


 


(c)            Questions
About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions
or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment
in full of the Notes and (ii) one year after the delivery of the Review Report. The Asset Representations Reviewer will not be obligated
to respond to questions or requests for clarification from a Noteholder or any other Person and will direct such Persons to submit written
questions or requests to the Indenture Trustee.


 


Section 3.7.     Dispute
Resolution. If a Receivable that was Reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding
under Section 2.6 of the Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution
proceeding on request of a party to the proceeding. The reasonable expenses of the Asset Representations Reviewer for its participation
in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid
by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 2.6
of the Sale and Servicing Agreement. However, if such expenses are not paid by a party to the dispute resolution within 90 days after
the end of the proceeding, the expenses will be paid by the Issuer according to Section 4.3(d).


 


Section 3.8.     Limitations
on Review Obligations.


 


(a)            Review
Process Limitations. The Asset Representations Reviewer is not obligated to:


 


(i)            determine
whether a Delinquency Trigger has occurred or whether the required percentage of the Noteholders has voted to direct a Review under the
Indenture, and may rely on the information in any Review Notice delivered by the Indenture Trustee;


 


(ii)            determine
which Receivables are subject to a Review, and may rely on the lists of Review Receivables provided by the Servicer;


 


(iii)            obtain
or confirm the validity of the Review Materials and may rely on the accuracy and completeness of the Review Materials and will have no
liability for any errors in the Review Materials;


 


(iv)            obtain
missing or insufficient Review Materials from any party or any other source; or


 


(v)            take
any action or cause any other party to take any action under any of the Transaction Documents or otherwise to enforce any remedies against
any Person for breaches of representations or warranties about the Review Receivables.


 






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(b)            Testing
Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under "Tests"
in Schedule A, and will not be obligated to perform additional procedures on any Review Receivable or to provide any information other
than a Review Report. However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review
Receivable that it determines in good faith to be material to the Review.


 


ARTICLE IV

Asset Representations Reviewer


 


Section 4.1.     Representations
and Warranties . The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:


 


(a)            Organization
and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a limited liability company in good
standing under the laws of the State of Delaware. The Asset Representations Reviewer is qualified as a foreign limited liability company
in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties
or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses
or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer's ability to perform
its obligations under this Agreement.


 


(b)            Power,
Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its
obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.
This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations
Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other similar laws relating to the enforcement of creditors'
rights or by general equitable principles.


 


(c)            No
Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations
Reviewer's obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, mortgage,
deed of trust, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor,
(ii) result in the creation or imposition of a Lien on the Asset Representations Reviewer's properties or assets under the terms
of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents
of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer's knowledge, an order, rule or
regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would
reasonably be expected to have a material adverse effect on the Asset Representations Reviewer's ability to perform its obligations under
this Agreement.


 






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(d)            No
Proceedings. To the Asset Representations Reviewer's knowledge, there are no proceedings or investigations pending or threatened
in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent
the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably
be expected to have a material adverse effect on the Asset Representations Reviewer's ability to perform its obligations under, or the
validity or enforceability of, this Agreement.


 


(e)            Eligibility.
The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.


 


Section 4.2.     Covenants.
The Asset Representations Reviewer covenants and agrees that:


 


(a)            Eligibility.
It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.


 


(b)            Review
Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each
Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that
these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated
by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required
by this Agreement.


 


(c)            Maintenance
of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including
internal correspondence and work papers, for a period of two years after the termination of this Agreement.


 


Section 4.3.     Fees
and Expenses.


 


(a)            Annual
Fee. The Issuer will, or will cause the Administrator to, pay the Asset Representations Reviewer as compensation for acting as the
Asset Representations Reviewer under this Agreement an annual fee separately agreed to by the Issuer and the Asset Representations Reviewer.
The annual fee will be paid as agreed by the Issuer and the Asset Representations Reviewer until this Agreement is terminated.


 


(b)            Review
Fee. Following the completion of a Review and the delivery to the Indenture Trustee of the Review Report, or the termination of a
Review according to Section 3.4(e), and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will
be entitled to a fee of $230 for each Review Receivable for which the Review was started (the "Review Fee"). However,
no Review Fee will be paid for any Review Receivable which was included in a prior Review or for which no Tests were completed before
the Asset Representations Reviewer received notice of termination of the Review according to Section 3.4(e) or due to missing
or insufficient Review Materials under Section 3.3(b). If a detailed invoice is submitted on or before the first day of a month,
the Review Fee will be paid by the Issuer starting on or before the Payment Date in that month. However, if the Review is terminated
according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Review
no later than five Business Days before the final Payment Date to be reimbursed no later than the final Payment Date.


 






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(c)            Reimbursement
of Travel Expenses. If the Servicer provides access to the Review Materials at one of its properties, the Issuer will reimburse the
Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review on receipt of a detailed invoice.


 


(d)            Dispute
Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7
and its reasonable expenses for participating in the proceeding are not paid by a party to the dispute resolution within 90 days after
the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses on receipt of a detailed invoice.


 


(e)            Payments
by Issuer. All amounts payable by the Issuer under this Section 4.3 will be payable according to the priority of payments in
Section 8.2 of the Indenture.


 


Section 4.4.     Limitation
on Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith
under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful misconduct,
bad faith or negligence in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable
for special, punitive, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer
has been advised of the likelihood of the loss or damage and regardless of the form of action.


 


Section 4.5.     Indemnification
by Asset Representations Reviewer . The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor, the Servicer,
the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses,
damages and liabilities (including the fees and expenses of defending itself against any loss, damage or liability and any fees and expenses
incurred in connection with any proceedings brought by that Person to enforce the indemnification obligations of the Asset Representations
Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing
its obligations under this Agreement or (b) the Asset Representations Reviewer's breach of any of its representations or warranties
in this Agreement. The Asset Representations Reviewer's obligations under this Section 4.5 will survive the termination of this
Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.


 


Section 4.6.     Indemnification
of Asset Representations Reviewer.


 


(a)            Indemnification.
The Issuer will, or will cause the Administrator to, indemnify the Asset Representations Reviewer and its officers, directors, employees
and agents (each, an "Indemnified Person"), for all fees, expenses, losses, damages and liabilities resulting from the
performance of its obligations under this Agreement (including the fees and expenses of defending itself against any loss, damage or
liability and any fees and expenses incurred in connection with any proceedings brought by the Indemnified Person to enforce the indemnification
obligations of the Issuer and the Administrator), but excluding any fee, expense, loss, damage or liability resulting from (i) the
Asset Representations Reviewer's willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer's breach
of any of its representations or warranties in this Agreement.


 






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(b)            Proceedings.
If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a),
promptly notify the Issuer and the Administrator of the Proceeding. The Issuer or the Administrator may participate in and assume the
defense and settlement of a Proceeding at its expense. If the Issuer or the Administrator notifies the Indemnified Person of its intention
to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or
the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer and
the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the
interests of the Issuer or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Issuer or the Administrator
will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made
without the approval of the Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.


 


(c)            Survival
of Obligations. The obligations of the Issuer and the Administrator under this Section 4.6 will survive the resignation or removal
of the Asset Representations Reviewer and the termination of this Agreement.


 


(d)            Repayment.
If the Issuer or the Administrator makes a payment to an Indemnified Person under this Section 4.6 and the Indemnified Person later
collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the Issuer
or the Administrator, as applicable.


 


Section 4.7.     Review
of Asset Representations Reviewer's Records. The Asset Representations Reviewer agrees that, with reasonable advance notice not more
than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset
Representations Reviewer's normal business hours, to have access to and review the facilities, processes, books of account, records,
reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations
Reviewer's obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance
and (c) a claim made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer
will permit the Issuer's, the Servicer's or the Administrator's representatives to make copies and extracts of any of those documents
and to discuss them with the Asset Representations Reviewer's officers and employees. Any access and review will be subject to the Asset
Representations Reviewer's confidentiality and privacy policies. The Asset Representations Reviewer will maintain all relevant books,
records, reports and other documents and materials for a period of at least two years after the termination of its obligations under
this Agreement.


 






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Section 4.8.     Delegation
of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person
without the consent of the Issuer and the Servicer.


 


Section 4.9.     Confidential
Information.


 


(a)            Treatment.
The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and
under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality
of the Confidential Information. The Confidential Information will not, without the consent of the Issuer and the Servicer, be disclosed
or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including
legal counsel (each, an "Information Recipient") other than for the purposes of performing Reviews of Review Receivables
or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates
to not (i) purchase or sell securities issued by Ford Credit or its Affiliates or special purpose entities on the basis of Confidential
Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications
or similar communications.


 


(b)            Definition.
 "Confidential Information" means oral, written and electronic materials (regardless of its source or form of communication)
furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this
Agreement, including:


 


(i)            lists
of Review Receivables and any related Review Materials;


 


(ii)            origination
and servicing guidelines, policies and procedures, and form contracts; and


 


(iii)            notes,
analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf
of the Servicer or its representatives.


 


However, Confidential Information will not include information that
(A) is or becomes generally available to the public other than as a result of disclosure by an Information Recipient, (B) was
available to, or becomes available to, an Information Recipient on a non-confidential basis from a Person or entity other than the Issuer
or the Servicer before its disclosure to the Information Recipient who, to the knowledge of the Information Recipient is not bound by
a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information
Recipient, (C) is independently developed by an Information Recipient without the use of the Confidential Information, as shown
by the Information Recipient's files and records or other evidence in its possession or (D) the Issuer or the Servicer gives permission
to the Information Recipient to release.


 


(c)            Protection.
The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use
of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable
standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional
requirements in Section 4.10.


 






    10


     


    

 


(d)            Disclosure.
If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental,
regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However,
before a required disclosure, the Asset Representations Reviewer, if permitted by applicable law, regulation, rule or order, will
use its reasonable efforts to notify the Issuer and the Servicer of the requirement and will cooperate, at the Servicer's expense, in
the Issuer's and the Servicer's pursuit of a proper protective order or other relief for the disclosure of the Confidential Information.
If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required
to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by
its legal counsel it is legally required to disclose.


 


(e)            Responsibility
for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.9 by its Information
Recipients.


 


(f)            Violation.
The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer
and the Issuer and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the Issuer or
the Servicer to enforce this Section 4.9, the prevailing party will be reimbursed for its fees and expenses, including reasonable
attorney's fees, incurred for the enforcement.


 


Section 4.10.     Personally
Identifiable Information.


 


(a)            Definitions.
 "Personally Identifiable Information" or "PII" means information in any format about an identifiable
individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or
assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with
other information could identify an individual. "Issuer PII" means PII furnished by the Issuer, the Servicer or their
Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer
in performing its obligations under this Agreement.


 


(b)            Use
of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in this Agreement.
The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed
in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes. The Asset Representations Reviewer
must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer's business, including any legally
required codes of conduct, including those relating to privacy, security and data protection. The Asset Representations Reviewer will
protect and secure Issuer PII. The Asset Representations Reviewer will implement privacy or data protection policies and procedures that
comply with applicable law and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate
practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality
and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect
against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards
will include a written data security plan, employee training, information access controls, restricted disclosures, systems protections
(including intrusion protection, data storage protection and data transmission protection) and physical security measures.


 






    11


     


    

 


(c)            Additional
Limitations. In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer's
disclosure of Issuer PII is also subject to the following requirements:


 


(i)            The
Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for
the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the consent of the Issuer or (C) as
required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary
for the individual to complete the assigned task. The Asset Representations Reviewer will inform personnel with access to Issuer PII
of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection
of Issuer PII.


 


(ii)            The
Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the consent
of the Issuer.


 


(d)            Notice
of Breach. The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security
breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where
applicable, immediately take action to prevent any further breach.


 


(e)            Return
or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion
of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer's possession or under
its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer,
returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without
charge to the Issuer. Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the
Asset Representations Reviewer's further use or disclosure of Issuer PII to that required by applicable law.


 


(f)            Compliance;
Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations
Reviewer's compliance with this Section 4.10. The Asset Representations Reviewer and the Issuer agree to modify this Section 4.10
as necessary for either party to comply with applicable law.


 






    12


     


    

 


(g)            Audit
of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuer and its authorized representatives to
audit the Asset Representations Reviewer's compliance with this Section 4.10 during the Asset Representations Reviewer's normal
business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances
necessitate additional audits. The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.10
with the inspections described in Section 4.7. The Asset Representations Reviewer will also permit the Issuer during normal business
hours on reasonable advance notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations
Reviewer's obligations under this Agreement.


 


(h)            Affiliates
and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer's Affiliates or a third party when performing
a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is
an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party.
The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as
if each were a signatory to this Agreement.


 


ARTICLE V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER


 


Section 5.1.     Eligibility
Requirements for Asset Representations Reviewer. The Asset Representations Reviewer must be a Person who (a) is not Affiliated
with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not,
and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables
prior to the Closing Date.


 


Section 5.2.     Resignation
and Removal of Asset Representations Reviewer.


 


(a)            No
Resignation. The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally
unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of
its obligations under this Agreement permitted under applicable law. The Asset Representations Reviewer will notify the Issuer and the
Servicer of its resignation as soon as practicable after it determines it is required to resign and stating the resignation date, including
an Opinion of Counsel supporting its determination.


 


(b)            Removal.
If any of the following events occur, the Issuer may remove the Asset Representations Reviewer and terminate its rights and obligations
under this Agreement by notifying the Asset Representations Reviewer:


 


(i)            the
Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;


 


(ii)            the
Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or


 


(iii)            an
Insolvency Event of the Asset Representations Reviewer occurs.


 






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(c)            Notice
of Resignation or Removal. The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or
removal of the Asset Representations Reviewer.


 


(d)            Continue
to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective, and the
Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations
Reviewer has accepted its engagement according to Section 5.3(b).


 


Section 5.3.     Successor
Asset Representations Reviewer .


 


(a)            Engagement
of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Issuer
will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.


 


(b)            Effectiveness
of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor
Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing
to perform the obligations of the Asset Representations Reviewer under this Agreement or entered into a new agreement with the Issuer
on substantially the same terms as this Agreement.


 


(c)            Transition
and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with
the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations
Reviewer's rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations Reviewer
will pay the reasonable expenses of transitioning the Asset Representations Reviewer's obligations under this Agreement and preparing
the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice in reasonable detail from the Issuer
or the successor Asset Representations Reviewer.


 


Section 5.4.     Merger,
Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting
from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the Asset Representations
Reviewer's business, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations
Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations
Reviewer's obligations under this Agreement (unless the assumption happens by operation of law).


 


ARTICLE VI

OTHER AGREEMENTS


 


Section 6.1.     Independence
of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to
the supervision of the Issuer or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this
Agreement. Unless authorized by the Issuer or the Owner Trustee, respectively, the Asset Representations Reviewer will have no authority
to act for or represent the Issuer or the Owner Trustee and will not be considered an agent of the Issuer or the Owner Trustee. Nothing
in this Agreement will make the Asset Representations Reviewer and either of the Issuer or the Owner Trustee members of any partnership,
joint venture or other separate entity or impose any liability as such on any of them.


 






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Section 6.2.     No
Petition. Each of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference
period) after payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor
or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against (i) the Depositor
or (ii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings
under any bankruptcy or similar law. This Section 6.2 will survive the termination of this Agreement.


 


Section 6.3.     Limitation
of Liability of Owner Trustee . This Agreement has been signed on behalf of the Issuer by U.S. Bank Trust National Association not
in its individual capacity but solely in its capacity as Owner Trustee of the Issuer. In no event will U.S. Bank Trust National Association
in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer's obligations under this Agreement. For all purposes
under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.


 


Section 6.4.     Termination
of Agreement. This Agreement will terminate on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction
and discharge of the Indenture and (b) the date the Issuer is terminated under the Trust Agreement.


 


ARTICLE VII

Miscellaneous Provisions


 


Section 7.1.     Amendments.


 


(a)            Amendments.
The parties may amend this Agreement:


 


(i)            to
clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with
the other terms of this Agreement or any prospectus or offering memorandum related to the Notes or to provide for, or facilitate the
acceptance of this Agreement by, a successor Asset Representations Reviewer, in each case, without the consent of the Noteholders or
any other Person;


 


(ii)            to
add, change or eliminate terms of this Agreement, in each case, without the consent of the Noteholders or any other Person, if the Administrator
delivers an Officer's Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have
a material adverse effect on the Noteholders; or


 


(iii)            to
add, change or eliminate terms of this Agreement for which an Officer's Certificate is not or cannot be delivered under Section 7.1(a)(ii),
with the consent of the Noteholders of a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting
separately, except that all Noteholders of Class A Notes will vote together as a single class).


 






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(b)            Indenture
Trustee Consent. No amendment to this Agreement that could have a material adverse effect on the rights or responsibilities of the
Indenture Trustee will be effective without the consent of the Indenture Trustee.


 


(c)            Notice
of Amendments. The Administrator will notify the Rating Agencies in advance of any amendment. Promptly after the execution of an
amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies.


 


Section 7.2.     Assignment;
Benefit of Agreement; Third Party Beneficiaries.


 


(a)            Assignment.
Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of
the Issuer and the Servicer.


 


(b)            Benefit
of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted
successors and assigns. The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will be third-party beneficiaries
of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer. No other Person will have
any right or obligation under this Agreement.


 


Section 7.3.     Notices.


 


(a)            Notices
to Parties. All notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing
and will be considered received by the recipient:


 


(i)            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;


 


(ii)            for
a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;


 


(iii)            for
an email, when receipt is confirmed by telephone or reply email from the recipient; and


 


(iv)            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.


 


(b)            Notice
Addresses. A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address
stated in Schedule B to the Sale and Servicing Agreement, which address the party may change by notifying the other parties.


 


Section 7.4.     GOVERNING
LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.


 






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Section 7.5.     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 has been brought in an inconvenient forum.


 


Section 7.6.     WAIVER
OF JURY TRIAL. Each party irrevocably waives, to the fullest extent permitted by law, THE
right to trial by jury in legal proceedingS relating to this agreement.


 


Section 7.7.     No
Waiver; Remedies. No party's failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.
No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or
the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers,
rights and remedies under law.


 


Section 7.8.     Severability.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement
and will not affect the validity, legality or enforceability of the remaining Agreement.


 


Section 7.9.     Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 


Section 7.10.     Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one
document.


 


[Remainder of Page Left Blank]


 






    17


     


    

 


EXECUTED BY:


 


	 	FORD CREDIT AUTO OWNER TRUST 2022-D, 
	 	 	as Issuer
	 	 	 
		By:	U.S. BANK TRUST NATIONAL ASSOCIATION, 

not in its individual capacity,
                                            but solely as Owner 

Trustee
	 	 	 
		By:	  /s/ April E. Lancsak
	 	 	Name:  April E. Lancsak
	 	 	Title:     Vice President
	 	 	 
	 	FORD MOTOR CREDIT COMPANY LLC, 
	 	 	as Servicer
	 	 	 
	 	By:	  /s/ Ryan Hershberger
	 	 	Name:  Ryan Hershberger
	 	 	Title:     Assistant Treasurer
	 	 	 
	 	CLAYTON FIXED INCOME SERVICES LLC, 
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	  /s/ Anthony Neske
	 	 	Name:  Anthony Neske
	 	 	Title:     Senior Vice President




 


[Signature Page to Asset Representations Review Agreement]


 






    


     


    

 


Schedule A


 


Review Materials


 


		1.	A copy of the Receivable File that includes the following documents,
                                            if applicable:



 


		(a)	The retail installment sale contract or similar document that evidences
                                            the Receivable (the "Retail Installment Sale Contract" and, taking into
                                            account any Amendments (as defined below), the "Contract");



 


		(b)	The following documents related to the Retail Installment Sale Contract
                                            (collectively, the "Amendments"):



 


		(i)	Any correction notices to the Contract prior to the Cutoff Date; and



 


		(ii)	Any modification agreements completed by the parties to the Retail
                                            Installment Sale Contract prior to the Cutoff Date;



 


		(c)	The certificate of title, motor vehicle lien statement, application
                                            for title, application for registration for motor vehicle, certificate of origin or manufacturer
                                            statement of origin for a vehicle, or other evidence (including eAtlas reporting for electronic
                                            titling states) showing the security interest in the Financed Vehicle (collectively, the
                                            "Title Documents");



 


		(d)	Any ancillary documents for credit insurance, service contracts or other
                                            products and services (collectively, the "Ancillary Documents");



 


		(e)	Military orders;



 


		(f)	The credit application; and



 


		(g)	State specific documents related to the Retail Installment Sale Contract.



 


		2.	Copies of applicable Ford Credit procedures, as of the date of the
                                            Retail Installment Sale Contract, including:



 


		(a)	Ford Credit's procedure listing approved contract forms as of the date
                                            of the Contract (the "List of Approved Contract Forms");



 


		(b)	Ford Credit's procedure listing acceptable name variations of Ford Credit
                                            and Lincoln Automotive Financial Services (the "List of Acceptable Name Variations");
                                            and



 


		(c)	Ford Credit's procedure listing approved providers and form numbers
                                            for service contracts and other products (the "List of Approved Products").



 


		3.	A copy of the Agreement to Terms of Assignment with the Dealer that
                                            originated the Receivable (the "Dealer Assignment").



 


		4.	Applicable screen prints from Ford Credit's receivables systems.



 






    SA-1


     


    

 


Schedule B


 


Representations and Warranties and Tests


 


	Representation
    and Warranty

    (Section references are to the 

    Receivables Purchase Agreement)	Tests
    
	Section 3.3(a) –
    Origination.  The Receivable was originated by a Dealer in the United States under United States law for the retail
    sale of a Financed Vehicle in the ordinary course of the Dealer's business.  The Receivable was signed by the Dealer and
    the Obligor.  The Receivable was purchased by the Sponsor from the Dealer and validly assigned by the Dealer to the Sponsor.	Test 3.3(a) – 1:
    Dealer Address

    Observe the address of the Dealer on the Contract and confirm
    it is in the United States.

    Test 3.3(a) – 2:
    Contract Signed

    Observe the Contract and confirm signatures are present for the
    Dealer and the Obligor.

    Test 3.3(a) – 3:
    Contract Form

    Observe the form number and revision date on the Contract and
    confirm they are on the List of Approved Contract Forms.

    Test 3.3(a) – 4:
    Valid Assignment

    Observe the Contract and confirm the Dealer's signature is present
    as assignor on the Contract or on a separate form.

    Test 3.3(a) – 5: Dealer Confirmation

    Observe the Dealer name on the Contract and confirm it matches
    the Dealer name on the Dealer Assignment.

     

	Section 3.3(b) –
    Simple Interest.  The Receivable provides for level monthly payments in United States dollars that fully amortize the
    Amount Financed by its stated maturity and yield interest at the Annual Percentage Rate.  The Receivable applies a simple
    interest method of allocating a fixed payment to principal and interest.	Test 3.3(b) – 1:
    Level Monthly Payments

    Review the Contract and confirm it reflects a level monthly payment
    except that the final payment may be different by up to the amount of the prior level monthly payments.

    Test 3.3(b) – 2: U.S. Dollars

    Observe the Contract and confirm it is payable in U.S. dollars.

    Test 3.3(b) – 3:
    Amortization

    Observe the "Federal Truth-in-Lending Disclosures" box
    of the Contract and confirm "Number of Payments" times “Amount of Payments" equals "Total of Payments."

    Test 3.3(b) – 4:
    Simple Interest

    Review the Contract and confirm it is a simple finance charge
    contract.

     

	Section 3.3(c) –
    Prepayment.  The Receivable allows for prepayment without penalty.	Test 3.3(c) – 1:
    Prepayment without Penalty

    Review the Contract and confirm it contains a prepayment disclosure
    that does not require a penalty.

     

	Section 3.3(d) –
    No Government Obligors.  The Receivable is not an obligation of the United States or a State or local government or
    any agency, department, instrumentality or political subdivision of the United States or a State or local government.	Test 3.3(d) – 1:
    No Government Obligor

    Observe the Contract and confirm the Financed Vehicle is purchased
    for personal use or, if not, confirm the Obligor is not a government Obligor. If the name of the Obligor contains a word indicating
    it may be a government Obligor, use online sources to confirm the Obligor is a commercial business and not a government Obligor.

     




 






    SB-1 


     


    

 





	Representation
                                            and Warranty

                                                                                (Section
                                            references are to the Receivables Purchase Agreement)
	Tests
	Section 3.3(e) –
    Insurance.  The Receivable requires the Obligor to have physical damage Insurance covering the Financed Vehicle.	Test 3.3(e) – 1:
    Insurance

    Review the Contract and confirm it contains an agreement from
    the Obligor to insure against loss of or risk to the Financed Vehicle.

     

	Section 3.3(f) –
    Compliance with Underwriting Procedures.  The Receivable was underwritten according to the Underwriting Procedures
    in effect at the time in all material respects.	Test
3.3(f) – 1: Contract Form

    Observe the form number and revision date on the Contract and
    confirm they are on the List of Approved Contract Forms.

    Test 3.3(f) – 2:
Financed Vehicle Description

    Observe the Contract and confirm the description of the Financed
    Vehicle, including the vehicle identification number, year, make and model, new, used or demo, matches the vehicle information for
    the Receivable in Ford Credit's receivables systems.

    Observe each Ancillary Document, if any, and confirm any information
    describing the Financed Vehicle matches the corresponding information in the Contract.

    Test 3.3(f) – 3: Net Trade Information

    Observe the Contract and confirm the net trade-in amount, if any,
    equals the difference between the value of the trade-in vehicle and the amount the Obligor owes for the trade-in.

    Test 3.3(f) – 4: Fees and Additional Products

    Observe the fees, if any, included in the "Itemization of
Amount Financed" section of the Contract and confirm they do not exceed the limits stated in the applicable Ford Credit procedure.

    Observe the amount for each additional product, if any, included
in the "Itemization of Amount Financed" section of the Contract and confirm each amount does not exceed the advance cap amount
stated in the applicable Ford Credit procedure.

    Test 3.3(f) – 5: Contract Signed

    Observe the Contract and confirm signatures are present for the
Dealer and the Obligor.

    Test 3.3(f) – 6: Insurance Signatures

    Observe the insurance section of the Contract and confirm that
no insurance products were purchased or, if so, confirm signatures are present for the Obligor in the insurance section of the Contract.

    Test 3.3(f) – 7: Dealer Confirmation

    Observe the Dealer name on the Contract and confirm it matches
the Dealer name on the Dealer Assignment.

    Test 3.3(f) – 8: Additional Document Requirements

    Observe the Receivable in Ford Credit's receivables systems and
confirm that no additional document requirements are indicated for origination or, if so, confirm all required documents are in the Receivable
File.

     

    




 






    SB-2 


     


    

 





	Representation
                                            and Warranty

                                                                                (Section
                                            references are to the Receivables Purchase Agreement)
	Tests
	 	Test 3.3(f) – 9: Notice to Co-Signer
Observe the Contract and confirm the Financed Vehicle is purchased for personal use and, if so, confirm if a "Notice to Cosigner"
document is required by the applicable Ford Credit procedure and, if so, confirm a signed and dated "Notice to Cosigner" document
is in the Receivable File.


Test 3.3(f) – 10: Rate Cap Confirmation Observe the APR on the Contract and confirm it does not exceed the rate indicated in Ford Credit's receivables systems by more than the rate cap allowed in the applicable Ford Credit procedure.

 




	Section 3.3(g) – Valid Assignment.  The Receivable was originated in, and is subject to the laws of, a jurisdiction which permits the sale and assignment of the Receivable.  The terms of the Receivable do not limit the right of the owner of the Receivable to sell the Receivable.

                                                                                 
	Test 3.3(g) – 1: Contract Form

    Observe the form number and revision date on the Contract and
    confirm they are on the List of Approved Contract Forms.

	Section 3.3(h) –
    Compliance with Law.  At the time it was originated, the Receivable complied in all material respects with all requirements
    of law in effect at the time.	Test 3.3(h) – 1: Contract Form

    Observe the form number and revision date on the Contract and
confirm they are on the List of Approved Contract Forms.

    Test 3.3(h) – 2: Annual Percentage Rate

    Observe the APR in the "Federal Truth-in-Lending Disclosures"
box of the Contract. Calculate the APR, using "Amount Financed," "Number of Payments," first payment due date, and
 "Amount of Payments" from the "Federal Truth-in-Lending Disclosures" box and the date of the Contract and confirm
it matches the APR disclosed or confirm any difference is within the legal tolerance of 0.125 percent.

    Test 3.3(h) – 3: Legibility of Contract

    Observe the "Federal Truth-in-Lending Disclosures" box
of the Contract and confirm all printed sections are legible and aligned on the correct line.

    Test 3.3(h) – 4:
    Additional Product Provider and Form

    Observe the provider name, form number and revision date on each
Ancillary Document, if any, and confirm they are on the List of Approved Products.

    Test 3.3(h) – 5: Amount Financed

    Observe the "Itemization of Amount Financed" section
of the Contract and confirm each line with a "$," is completed.

    Observe "Amount Financed" in the "Federal Truth-in-Lending
Disclosures" box of the Contract. Calculate "Amount Financed" using the dollar amounts in the "Itemization of Amount
Financed" section of the Contract and confirm it matches "Amount Financed" in the "Federal Truth-in-Lending Disclosures"
box of the Contract.

    Test 3.3(h) – 6: Total of Payments

    Observe the "Federal Truth-in-Lending Disclosures" box
of the Contract and confirm “Amount Financed" plus "Finance Charge" equals "Total of Payments."

     




 






    SB-3 


     


    

 





	Representation
                                            and Warranty

                                                                                (Section
                                            references are to the Receivables Purchase Agreement)
	Tests
	 	Test
3.3(h) – 7: Payment Schedule

                                                                                                                                     Observe the first scheduled due date in the payment schedule section of the "Federal
Truth-in-Lending Disclosures" box of the Contract and confirm it follows the payment due date requirements in the applicable Ford
Credit procedure.


Test 3.3(h) – 8: Amortization

Observe the "Federal Truth-in-Lending Disclosures" box of the Contract and confirm "Number of Payments" times
"Amount of Payments" equals "Total of Payments."


Test 3.3(h) – 9: Total Sale Price

Observe the "Federal Truth-in-Lending Disclosures" box of the Contract and confirm "Total of Payments" plus
the total downpayment, if any, equals "Total Sale Price."


Test 3.3(h) – 10: Equal Credit
Opportunity Act - Origination

Review the Receivable in Ford Credit's receivables systems and confirm any comments at origination
do not conflict with the prohibited practices described in the applicable Ford Credit procedure.


Test 3.3(h) – 11: State Disclosures;
Contract Form

Observe the form number and revision date on the Contract and confirm they are on the List of Approved Contract Forms.


Test 3.3(h) – 12: State Disclosures;
Contract Complete

Observe the Contract and confirm all lines on the Contract are completed or properly left blank.


Test 3.3(h) – 13: State Specific
Underwriting Requirements

Observe the state in the address of the Dealer on the Contract. If the state is listed below, perform the
tests for the specific state. 


California California -1 – Used Vehicle
Exception

Observe the Contract and confirm the Financed Vehicle is not disclosed as "used" or, if so, confirm if Ford Credit's
receivables systems indicates the Financed Vehicle is "new" and, if so, confirm a completed and signed "California Used
Vehicle Exception" form is in the Receivable File. 


California – 2 – Cancellation
Option

Observe the Contract and confirm the Financed Vehicle is not disclosed as "used" with a cash price of less than
$40,000 and is purchased for personal use or, if so, confirm a completed and signed contract cancellation option agreement is in the
Receivable File.


California – 3 – Translation

Confirm there is no receipt of translation form or a translated Contract in the Receivable File or, if so, confirm the receipt of
translation form is signed or the translated Contract is completed.


Illinois

Confirm there is no translation acknowledgment form in the Receivable File or, if so, confirm it is completed and signed.

 






 






    SB-4 


     


    

 





	Representation
                                            and Warranty

                                                                                (Section
                                            references are to the Receivables Purchase Agreement)
	Tests
	 	Kansas


                                                                                                                                     Observe the Contract and confirm that no credit insurance was purchased or, if so, confirm the "Credit Insurance Premium Refund
Notice" is in the Receivable File and the date of the form is within ten days of the Contract purchase date.


Louisiana

Observe the Contract and confirm
that no GAP product was purchased or, if so, confirm a completed and signed "GAP Coverage Disclosure Form" is in the Receivable
File. 


Massachusetts

Observe the Contract and
confirm that no GAP product was purchased or, if so, confirm the APR on the Contract does not exceed 15%, or if so, confirm a "Massachusetts
GAP Cancellation Worksheet" is in the Receivable File and the recalculated percentage on the form does not exceed 21%.


Minnesota

Confirm a completed "Purchase/Buyer's
Order" is in the Receivable File.


New York

Confirm there is no translation
acknowledgment form in the Receivable File or, if so, confirm the form is completed and signed.


Ohio

Observe the Contract and confirm
credit insurance was not purchased or, if so, confirm a completed and signed "Notice of Optional Credit Insurance" form is
in the Receivable File.





Pennsylvania

Confirm a signed "Disclosure
to Applicant Buyer" form is in the Receivable File.


Vermont

Confirm a signed "State of Vermont Disclosure Form" is in the Receivable File and the dollar amounts on the form match the corresponding dollar amounts on the Contract.

 



	Section 3.3(i) – Binding Obligation.  The Receivable is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the Financed Vehicle and represents the legal, valid and binding payment obligation of the Obligor, enforceable in all material respects by the holder of the Receivable, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles and consumer protection laws.

                                                                                 
	Test 3.3(i) – 1: Contract Form

    Observe the form number and revision date on the Contract and
    confirm they are on the List of Approved Contract Forms.




 






    SB-5 


     


    

 





	Representation
                                            and Warranty

                                                                                (Section
                                            references are to the Receivables Purchase Agreement)
	Tests
	Section 3.3(j) –
    Security Interest in Financed Vehicle.  The Sponsor has, or the Servicer has started procedures that will result in
    the Sponsor having, a perfected, first priority security interest in the Financed Vehicle, which security interest was validly created
    and is assignable by the Sponsor to the Depositor.	Test 3.3(j) – 1: Security Interest in Financed Vehicle

    Observe the Title Documents and confirm they show either Ford
    Credit or Lincoln Automotive Financial Services, using a name included in the List of Acceptable Name Variations, as the first lienholder.

    Observe the Obligor name(s) on the Contract and confirm it/they
    match(es) the name(s) on the Title Documents.

    Observe the vehicle identification number on the Contract and
    confirm it matches the vehicle identification number on the Title Documents.

     

	Section 3.3(k) –
    Good Title to Receivable.  Immediately before the sale and assignment under this Agreement, the Sponsor has good and
    marketable title to the Receivable free and clear of any Lien, other than Permitted Liens, and, immediately after the sale and assignment
    under this Agreement, the Depositor will have good and marketable title to the Receivable, free and clear of any Lien, other than
    Permitted Liens.	Test 3.3(k) – 1: Valid Assignment

    Observe the Contract and confirm the Dealer's signature is present
    as assignor either on the Contract or on a separate form.

    Test 3.3(k) – 2: System Marking

    Observe the Receivable in Ford Credit's receivables systems as
    of the end of the month in which the sale and assignment of the Receivable to the Depositor occurred and confirm it is marked as
    sold and the pool number indicated matches the pool number for the securitization transaction related to the Agreement.

     

	Section 3.3(l) –
    Chattel Paper.  The Receivable is either "tangible chattel paper" or "electronic chattel paper"
    within the meaning of the applicable UCC and there is only one original authenticated copy of each Receivable.	Test 3.3(l) – 1: Contract Signed

    Observe the Contract and confirm signatures are present for the
    Dealer and Obligor.

    Test 3.3(l) – 2: Contract Form

    Observe the form number and revision date on the Contract and
    confirm they are on the List of Approved Contract Forms.

    Test 3.3(l) – 3: One Original

    Observe the Contract and confirm it is an electronic contract
    or, if not, confirm it states "original" above the ply description line.

     

	Section 3.3(m) –
    Servicing.  The Receivable was serviced in compliance with law and the Servicing Procedures in all material respects
    from the time it was originated to the Cutoff Date.	Test 3.3(m) – 1: Payment Application

    Observe the APR on the Contract and confirm it matches the APR
    for the Receivable in Ford Credit's receivables systems.

    Observe the date of the Contract. Count the number of days from
    that date to the date the first payment was applied on the Receivable, as indicated in Ford Credit’s receivables system, and
    confirm the amount to be applied to interest and principal is calculated correctly at the APR indicated in Ford Credit's receivables
    systems for the number of days counted.

    Test 3.3(m) – 2: Credit Bureau Reporting

    Observe the Receivable in Ford Credit’s receivables system
and confirm the number of days, if any, the Receivable was past due for each month preceding the Cutoff Date matches the information
reported to the credit bureaus for the Receivable.

     




 






    SB-6 


     


    

 





	Representation
                                            and Warranty

                                                                                (Section
                                            references are to the Receivables Purchase Agreement)
	Tests
	 	Test 3.3(m) – 3: Obligor Complaints

                                                                                                                                     Observe
the Receivable in Ford Credit’s receivables systems and confirm that "Complaints/Feedback" is not indicated for the Receivable
as of the Cutoff Date or, if so, confirm that the documentation indicated in Ford Credit's receivables systems related to the complaint
follows the applicable Ford Credit procedures.


Test 3.3(m) – 4: Equal Credit Opportunity Act - Servicing

Observe the customer service notes, if any,
for the Receivable in Ford Credit's receivables systems and confirm any comments do not conflict with the prohibited practices described
in the applicable Ford Credit procedure.


Test 3.3(m) – 5: Servicemembers Civil Relief Act

 Observe the Receivable in Ford Credit’s receivables systems and confirm that Servicemembers Civil Relief Act is not indicated for the Receivable as of the Cutoff Date or, if so and if military orders are in the Receivable File, confirm the APR for the Receivable indicated in Ford Credit's receivables systems is less than or equal to 6%.

 



	Section 3.3(n) – No Bankruptcy.  As of the Cutoff Date, the Sponsor's receivables systems do not indicate that the Obligor on the Receivable is a debtor in a bankruptcy proceeding.

                                                                                 
	Test 3.3(n) – 1: No Bankruptcy

    Observe the "Bankrupt" field for the Receivable in Ford
    Credit's receivables systems as of the Cutoff Date and confirm it is blank.

	Section 3.3(o) – Receivable in Force.  As of the Cutoff Date, neither the Sponsor's receivables systems nor the Receivable File indicate that the Receivable was satisfied, subordinated or rescinded, or that the Financed Vehicle was released from the Lien created under the Receivable.

                                                                                 
	Test 3.3(o) – 1: Receivable in Force

    Observe the Receivable in Ford Credit's receivables systems, and
    confirm it was an active account on the Cutoff Date.

	Section 3.3(p) – No Amendments or Modifications.  No material term of the Receivable has been affirmatively amended or modified, except amendments and modifications indicated in the Sponsor's receivables systems or in the Receivable File.  

                                                                                 
	Test 3.3(p) – 1: No Amendments

    Observe the Receivable in Ford Credit’s receivables systems
    and confirm a "Substitution Agreement" and/or "Transfer of Equity" account message is not indicated or, if so,
    confirm a substitution agreement and/or transfer agreement is in the Receivable File.

	Section 3.3(q) – No Extensions.  As of the Cutoff Date, the Receivable was not amended to extend the due date for any payment other than a change of the monthly due date.

                                                                                 
	Test 3.3(q) – 1: No Extensions

    Observe the Receivable in Ford Credit’s receivables system
    and confirm it was not extended as of the Cutoff Date.

	Section 3.3(r) –
    No Defenses.  There is no right of rescission, setoff, counterclaim or defense asserted or threatened against the Receivable
    indicated in the Sponsor's receivables systems or in the Receivable File.	Test 3.3(r) – 1: No Defenses

    Observe the Receivable in Ford Credit’s receivables system
    and confirm there are no "Litigation Pending," "Attorney Representation" and/or "Second Lien" account
    messages or, if so, confirm the account message(s) were not present as of the Cutoff Date.

     




 






    SB-7 


     


    

 


	Representation
                                            and Warranty

                                                                                (Section
                                            references are to the Receivables Purchase Agreement)
	Tests
	

                                                                                Section 3.3(s) – No Payment Default.  Except for a payment that is not more than 30 days Delinquent as of the Cutoff Date, no payment default exists on the Receivable.

                                                                                 
	Test 3.3(s) – 1: No Payment Default

    Observe the Receivable in Ford Credit's receivables system and
    confirm it was not more than 30 days Delinquent as of the Cutoff Date.

     

	Section 3.3(t) – Term of Receivable for New Vehicles.  The original term of the Receivable for new Financed Vehicles is not greater than 84 months counting the period from the origination date to the first payment date as a single month.

                                                                                 
	Test 3.3(t) – 1: Term of Receivable for New Vehicles

    Observe the Contract and, if the description of the Financed Vehicle
    is new, observe the "Number of Payments" from the payment schedule section of the "Federal Truth-in-Lending Disclosures"
    box of the Contract and confirm the total number of payments is 84 or fewer.

	Section 3.3(u) – Term of Receivable for Used Vehicles.  The original term of the Receivable for used Financed Vehicles is not greater than 72 months counting the period from the origination date to the first payment date as a single month.

                                                                                 
	Test 3.3(u) – 1: Term of Receivable for Used Vehicles

    Observe the Contract and, if the description of the Financed Vehicle
    is used or demo, observe the "Number of Payments" from the payment schedule section of the "Federal Truth-in-Lending
    Disclosures" box of the Contract and confirm the total number of payments is 72 or fewer.

	Section 3.3(v) –
    Scheduled Payments.  The first scheduled due date on the Receivable is not later than 30 days after the Cutoff Date.	Test 3.3(v) – 1: Scheduled Payments

    Observe the first scheduled due date in the payment schedule section
    of the "Federal Truth-in-Lending Disclosures" box of the Contract and confirm it is prior to the Cutoff Date or, if not,
    is less than or equal to 30 days after the Cutoff Date.

     



 






    SB-8