Initially, Cortland Capital Market Services LLC (the “Roll-Up Notes Agent”), will act as Paying Agent and Registrar. The Issuer may appoint and change any Paying Agent, Registrar or co-registrar by written notice to the Roll-Up Notes Agent.

Omnibus Amendment No. 3

“Paying Agent” means UMB Bank National Association, as paying agent and registrar under the Paying Agency Agreement, or any successor in accordance with the applicable provisions of the Paying Agency Agreement.

Agent. Ford Credit hereby irrevocably designates Ford as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as Ford, in its sole discretion, may deem appropriate in any and all matters (including Audits) relating to any Tax Return described in Section 2.1 of this Agreement.

Agent. For purposes of this Agreement, the term “agent” of the Company means any person who: # is or was a director, officer, employee or other fiduciary of the Company, the Parent or another affiliate of the Company; or # is or was serving at the request or for the convenience of, or representing the interests of, the Company, the Parent or another affiliate of the Company, as a director, officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

[[Calculation Agent:Organization]], as Calculation Agent and Paying Agent

“Paying Agent” has the meaning specified in [Section 10.07].

Transfer Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.

10 Select [[Organization A:Organization]] as applicable.

Agent Reliance. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of [[Organization B:Organization]] hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to [[Organization B:Organization]] the amount due. In such event, if the Borrower has not in fact made such payment, then each of [[Organization B:Organization]] severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this paragraph # shall be conclusive, absent manifest error 2.11 Taxes.