Unassociated Document


    
      
        

      

    

    Exhibit
      4.2

     

     

    AMENDED
      AND RESTATED

     

    TRUST
      AGREEMENT


     

    between

     

    FORD
      CREDIT AUTO RECEIVABLES TWO LLC,

    as
      Depositor

     

    and

     

    U.S.
      BANK
      TRUST

    NATIONAL
      ASSOCIATION,

    as
      Owner
      Trustee

    for

    Ford
      Credit Auto Owner Trust 2007-B

     

    Dated
      as
      of October 1, 2007

     

     
      
        

      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF CONTENTS

    Page

    
      	
              ARTICLE
                I USAGE AND DEFINITIONS

            	
              1

            
	 	 
	
              ARTICLE
                II ORGANIZATION OF THE TRUST

            	
              1

            
	 	 	 
	
              Section
                2.1

            	
              Name

            	
              1

            
	
              Section
                2.2

            	
              Office

            	
              1

            
	
              Section
                2.3

            	
              Purposes
                and Powers

            	
              1

            
	
              Section
                2.4

            	
              Appointment
                of the Owner Trustee

            	
              2

            
	
              Section
                2.5

            	
              Contribution
                and Conveyance of Trust Property

            	
              2

            
	
              Section
                2.6

            	
              Declaration
                of Trust

            	
              2

            
	
              Section
                2.7

            	
              Liability
                of the Depositor; Conduct of Activities; Liability to Third
                Parties

            	
              2

            
	
              Section
                2.8

            	
              Title
                to Trust Property

            	
              2

            
	
              Section
                2.9

            	
              Situs
                of Issuer

            	
              2

            
	
              Section
                2.10

            	
              Representations
                and Warranties of the Depositor

            	
              3

            
	
              Section
                2.11

            	
              Tax
                Matters

            	
              4

            
	 	
               

            
	
              ARTICLE
                III RESIDUAL INTEREST AND TRANSFER OF INTERESTS

            	
              5

            
	 	 	
               

            
	
              Section
                3.1

            	
              The
                Residual Interest

            	
              5

            
	
              Section
                3.2

            	
              Registration
                of Residual Interests; Transfer of the Residual Interest

            	
              6

            
	
              Section
                3.3

            	
              Capital
                Accounts

            	
              7

            
	
              Section
                3.4

            	
              Maintenance
                of Office or Agency

            	
              7

            
	
              Section
                3.5

            	
              Distributions
                to the Holder of the Residual Interest

            	
              7

            
	 	
               

            
	
              ARTICLE
                IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

            	
              7

            
	 	 	
               

            
	
              Section
                4.1

            	
              Application
                of Trust Funds

            	
              7

            
	
              Section
                4.2

            	
              Method
                of Payment

            	
              8

            
	 	
               

            
	
              ARTICLE
                V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

            	
              8

            
	 	 	
               

            
	
              Section
                5.1

            	
              General
                Authority

            	
              8

            
	
              Section
                5.2

            	
              General
                Duties

            	
              8

            
	
              Section
                5.3

            	
              Action
                upon Prior Notice with Respect to Certain Matters

            	
              8

            
	
              Section
                5.4

            	
              Action
                upon Direction by the Holder of the Residual Interest with Respect
                to
                Certain Matters

            	
              9

            
	
              Section
                5.5

            	
              Action
                with Respect to Bankruptcy

            	
              9

            
	
              Section
                5.6

            	
              Action
                upon Instruction

            	
              9

            
	
              Section
                5.7

            	
              No
                Duties Except as Specified in this Agreement or in
                Instructions

            	
              10

            
	
              Section
                5.8

            	
              No
                Action Except Under Specified Documents or Instructions

            	
              10

            
	
              Section
                5.9

            	
              Prohibition
                on Certain Actions

            	
              10

            
	
              Section
                5.10

            	
              Audits
                of the Owner Trustee

            	
              10

            
	
              Section
                5.11

            	
              Furnishing
                of Documents

            	
              11

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                5.12

            	
              Sarbanes-Oxley
                Act

            	
              11

            
	
              Section
                5.13

            	
              Maintenance
                of Licenses

            	
              11

            
	 	
               

            
	
              ARTICLE
                VI REGARDING THE OWNER TRUSTEE

            	
              11

            
	 	 	
               

            
	
              Section
                6.1

            	
              Acceptance
                of Trusts and Duties

            	
              11

            
	
              Section
                6.2

            	
              Representations
                and Warranties of the Owner Trustee

            	
              12

            
	
              Section
                6.3

            	
              Reliance;
                Advice of Counsel

            	
              13

            
	
              Section
                6.4

            	
              Not
                Acting in Individual Capacity

            	
              13

            
	
              Section
                6.5

            	
              U.S.
                Bank Trust National Association May Own Notes

            	
              13

            
	
              Section
                6.6

            	
              Duty
                to Update Disclosure

            	
              14

            
	 	 
	
              ARTICLE
                VII COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL
                EXPENSES

            	
              14

            
	 	 	
               

            
	
              Section
                7.1

            	
              Owner
                Trustee's Fees and Expenses

            	
              14

            
	
              Section
                7.2

            	
              Indemnification
                of the Owner Trustee

            	
              14

            
	
              Section
                7.3

            	
              Organizational
                Expenses of the Issuer

            	
              15

            
	
              Section
                7.4

            	
              Certain
                Expenses of the Indenture Trustee

            	
              15

            
	 	 
	
              ARTICLE
                VIII TERMINATION

            	
              15

            
	 	 	 
	
              Section
                8.1

            	
              Termination
                of Trust Agreement

            	
              15

            
	 	 
	
              ARTICLE
                IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

            	
              16

            
	 	 	 
	
              Section
                9.1

            	
              Eligibility
                Requirements for the Owner Trustee

            	
              16

            
	
              Section
                9.2

            	
              Resignation
                or Removal of the Owner Trustee

            	
              16

            
	
              Section
                9.3

            	
              Successor
                Owner Trustee

            	
              17

            
	
              Section
                9.4

            	
              Merger
                or Consolidation of the Owner Trustee

            	
              17

            
	
              Section
                9.5

            	
              Appointment
                of Separate Trustee or Co-Trustee

            	
              17

            
	
              Section
                9.6

            	
              Compliance
                with Delaware Statutory Trust Act

            	
              18

            
	 	 
	
              ARTICLE
                X MISCELLANEOUS

            	
              18

            
	 	 	 
	
              Section
                10.1

            	
              Supplements
                and Amendments

            	
              18

            
	
              Section
                10.2

            	
              No
                Legal Title to Trust Property in the Holder of the Residual
                Interest

            	
              20

            
	
              Section
                10.3

            	
              Limitation
                on Rights of Others

            	
              20

            
	
              Section
                10.4

            	
              Notices

            	
              21

            
	
              Section
                10.5

            	
              GOVERNING
                LAW

            	
              21

            
	
              Section
                10.6

            	
              WAIVER
                OF JURY TRIAL

            	
              21

            
	
              Section
                10.7

            	
              Severability

            	
              21

            
	
              Section
                10.8

            	
              Counterparts

            	
              21

            
	
              Section
                10.9

            	
              Headings

            	
              21

            
	
              Section
                10.10

            	
              No
                Petition

            	
              22

            
	
              Exhibit
                A

            	
              F
                orm of Certificate of Trust

            	
              A-1

            


    

     

    
      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

     

    AMENDED
      AND RESTATED TRUST AGREEMENT, dated as of October 1, 2007 (this
      "Agreement"), between FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware
      limited liability company, as Depositor, and U.S. BANK TRUST NATIONAL
      ASSOCIATION, a national banking association, not in its individual capacity
      but
      solely as trustee under this Agreement, to establish Ford Credit Auto Owner
      Trust 2007-B.

     

    BACKGROUND

     

    The
      parties to this Agreement wish to amend and restate the interim Trust Agreement,
      dated as of October 13, 2006, between the Depositor and the Owner Trustee as
      set
      forth in this Agreement.

     

    ARTICLE
      I

    USAGE
      AND
      DEFINITIONS

     

    Capitalized
      terms used but not otherwise defined in this Agreement are defined in Appendix
      A
      to the Sale and Servicing Agreement.  Appendix A also contains rules
      as to usage applicable to this Agreement.  Appendix A is incorporated
      by reference into this Agreement.

     

    ARTICLE
      II

    ORGANIZATION
      OF THE TRUST

     

    Section
      2.1                Name.  The
      trust was created and is known as "Ford Credit Auto Owner Trust 2007-B", in
      which name the Owner Trustee may conduct the activities of the Issuer, make
      and
      execute contracts and other in­struments on behalf of the Issuer and sue and
      be sued on behalf of the Issuer.

     

    Section
      2.2                 Office.  The
      office of the Issuer is in care of the Owner Trustee at its Corporate Trust
      Office.

     

    Section
      2.3                 Purposes
      and Powers

     

    (a)         The
      purpose of the Issuer is, and the Issuer will have the power and authority,
      to
      engage in the following activities:

     

    (i)         
       to acquire the Receivables and other Trust Property pursuant to the Sale
      and Servicing Agreement from the Depositor in exchange for the Notes and the
      Residual Interest;

     

    (ii)           to
      Grant the Collateral to the Indenture Trustee pursuant to the
      Indenture;

     

    (iii)           to
      enter into and perform its obligations under the Basic Documents;

     

    (iv)           to
      enter into and perform its obligations under any interest rate protection
      agreement or agreements with one or more counterparties;

     

    (v)           to
      issue the Notes pursuant to the Inden­ture and to sell the Notes upon the
      order of the Depositor;

     

    (vi)           to
      pay interest on and principal of the Notes;

     

    (vii)          to
      issue additional securities pursuant to one or more supple­mental indentures
      or amendments to this Agreement and to transfer all or a portion of such
      securities to the Depositor or other holder of a Residual Interest, subject
      to
      compliance with the Basic Documents, in exchange for all or a portion of the
      Residual Interest;

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (viii)          to
      engage in those activities, including entering into agree­ments, that are
      necessary, appropriate or convenient to accomplish the foregoing or are
      incidental to the foregoing; and

     

    (ix)           subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Trust Property and the
      making of payments to the Noteholders and distributions to the holder of the
      Residual Interest.

     

    (b)         The
      Issuer will not engage in any activity other than as required or authorized
      by
      this Agreement or the other Basic Documents.

     

    Section
      2.4               Appointment
      of the Owner Trustee.  The
      Depositor appoints the Owner Trustee as trustee of the Issuer effective as
      of
      the Cutoff Date, to have all the rights, powers and duties set forth in this
      Agreement.

     

    Section
      2.5                Contribution
      and Conveyance of Trust Property.  As
      of the date of the Trust formation, the Depositor contributed to the Owner
      Trustee the amount of $1.  The Owner Trustee acknowledges receipt in
      trust from the Depositor, as of such date, of such contribution, which
      constitutes the initial Trust Property.  On the Closing Date, the
      Depositor will sell to the Issuer the Trust Property in exchange for the
      Notes.

     

    Section
      2.6                Declaration
      of Trust.  The
      Owner Trustee will hold the Trust Property in trust upon and subject to the
      conditions set forth in this Agreement for the use and benefit of the holder
      of
      the Residual Interest, subject to the obligations of the Issuer under the Basic
      Documents.  It is the intention of the parties that the Issuer
      constitute a statutory trust under the Delaware Statutory Trust Act and that
      this Agreement constitute the governing instrument of such statutory
      trust.  Effective as of the Cutoff Date, the Owner Trustee will have
      the rights, powers and duties set forth in this Agreement and in the Delaware
      Statutory Trust Act with respect to accomplishing the purposes of the
      Issuer.  A Certificate of Trust substantially in the form of Exhibit A
      and any necessary certificate of amendment has been filed with the Secretary
      of
      State of the State of Delaware.

     

    Section
      2.7          
    Liability of the Depositor; Conduct of Activities;
      Liability to Third Parties

     

    (a)         The
      Depositor, as initial holder of the entire Residual Interest, will be entitled
      to the same limitation of personal liability extended to stockholders or a
      private corporation for profit organized under the Delaware General Corporation
      Law.

     

    (b)         The
      activities and affairs of the Issuer will be operated in such a manner as to
      preserve (i) the limited liability of the Depositor, (ii) the separateness
      of
      the Issuer from the activities of the Depositor and Ford Credit and (iii) until
      1 year and 1 day after all Notes and any additional securities issued pursuant
      to Section 3.1(b) are paid in full, the bankruptcy remote status of the
      Issuer.

     

    (c)         Except
      as otherwise provided in this Agreement, none of the Depositor, the
      Administrator or any of their Affiliates or any manager, officer or employee
      of
      any such Person, will be liable for the debts, obligations or liabilities of
      the
      Issuer.

     

    Section
      2.8                Title
      to Trust Property.  Legal
      title to the Trust Property will be vested in the Issuer as a separate legal
      entity, except where applicable law in any jurisdiction requires title to any
      part of the Trust Property to be vested in a trustee or trustees, in which
      case
      title will be deemed to be vested in the Owner Trustee, a co­-trustee and/or
      a separate trustee, as the case may be.

     

    Section
      2.9               Situs
      of Issuer.  The
      Issuer will be administered in the State of Delaware.  All bank
      accounts maintained by the Owner Trustee on behalf of the Issuer will be located
      in the State of Delaware.  The Issuer will not have any employ­ees
      in any state other than the State of Delaware, except that U.S. Bank Trust
      National Association, in its capacity as Owner Trustee or any other capacity,
      may have employees within or outside the State of Delaware.  Payments
      will be received by the Issuer only in Delaware, and payments will be made
      by
      the Issuer only from Delaware.  The principal office of the Issuer
      will be in care of the Owner Trustee in the State of Delaware.

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    Section
      2.10               Representations
      and Warranties of the Depositor.  The
      Depositor represents and warrants to the Owner Trustee as of the Closing
      Date:

     

    (a)         Organization
      and Qualification.  The Depositor is duly organized and is validly
      existing as a limited liability company in good standing under the laws of
      the
      State of Delaware.  The Depositor 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 such qualification, license or
      approval, unless the failure to obtain such qualifications, licenses or
      approvals would not have a material adverse effect on the Depositor's ability
      to
      perform its obligations under this Agreement or the other Basic Documents to
      which it is a party.

     

    (b)         Power,
      Authorization and Enforceability.  The Depositor has the power and
      authority to execute, deliver and perform the terms of this
      Agreement.  The Depositor has authorized the execution, delivery and
      performance of the terms of each of the Basic Documents to which it is a
      party.  Each of the Basic Documents to which the Depositor is a party
      is the legal, valid and binding obligation of the Depositor enforceable against
      the Depositor, except as may be limited by insolvency, bankruptcy,
      reorganization or other laws relating to the enforcement of creditors' rights
      or
      by general equitable principles.

     

    (c)         No
      Conflicts and No Violation.  The consummation of the transactions
      contemplated by the Basic Documents to which the Depositor is a party and the
      fulfillment of the terms of the Basic Documents to which the Depositor is a
      party will not: (i) conflict with or result in a material breach of the
      terms or provisions of, or constitute a default under any indenture, mortgage,
      deed of trust, loan agreement, guarantee or similar agreement or instrument
      under which the Depositor is a debtor or guarantor, (ii) result in the creation
      or imposition of any lien, charge or encumbrance upon any of the properties
      or
      assets of the Depositor pursuant to the terms of any such indenture, mortgage,
      deed of trust, loan agreement, guarantee or similar agreement or instrument
      (other than this Agreement) (iii) violate the Certificate of Formation or
      Limited Liability Company Agreement, or (iv) violate any law or, to the
      Depositor's knowledge, any order, rule, or regulation applicable to the
      Depositor of any court or of any federal or state regulatory body,
      administrative agency or other governmental instrumentality having jurisdiction
      over the Depositor or its properties, in each case which conflict, breach,
      default, lien, or violation would reasonably be expected to have a material
      adverse effect on the Depositor's ability to perform its obligations under
      the
      Basic Documents.

     

    (d)         No
      Proceedings.  To the Depositor's knowledge, there are no
      proceedings or investigations pending or overtly threatened in writing, before
      any court, regulatory body, administrative agency, or other governmental
      instrumentality having jurisdiction over the Depositor or its properties: (i)
      asserting the invalidity of any of the Basic Documents or the Notes, (ii)
      seeking to prevent the issuance of the Notes or the consummation of any of
      the
      transactions contemplated by any of the Basic Documents, (iii) seeking any
      determination or ruling that would reasonably be expected to have a material
      adverse affect on the Depositor's ability to perform its obligations under,
      or
      the validity or enforceability of, any of the Basic Documents or the Notes
      or
      (iv) that would reasonably be expected to (A) affect the treatment of the Notes
      as indebtedness for U.S. federal income or Applicable Tax State income or
      franchise tax purposes (B) be deemed to cause a taxable exchange of the Notes
      for U.S. federal income tax purposes, (C) 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 (D) cause the Issuer to incur Michigan Single
      Business Tax liability other than such proceedings that, to the Depositor's
      knowledge, would not reasonably be expected to have a material adverse effect
      upon the Depositor or materially and adversely affect the performance by the
      Depositor of its obligations under, or the validity and enforceability of,
      the
      Basic Documents or the Notes.

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    Section
      2.11              Tax
      Matters

     

    (a)         It
      is the intention of the parties and Ford Credit that, for purposes of U.S.
      federal in­come, state and local income and franchise tax and any other
      income taxes, so long as the Issuer has no equity owner other than the Depositor
      (as determined for U.S. federal income tax purposes), the Issuer be treated
      as
      an entity disregarded as separate from the Depositor.  If beneficially
      owned by a Person other than Ford Credit, each Class of Notes is intended to
      be
      treated as indebtedness for U.S. federal income tax purposes.  The
      Depositor agrees, and the Noteholders by acceptance of their Notes agree in
      the
      Indenture, to such treatment and each agrees to take no action inconsistent
      with
      such treatment.

     

    (b)         If
      one or more Classes of Notes is recharacterized as an equity interest in the
      Issuer, and not as indebtedness (any such Class, a "Recharacterized
      Class") and any such Recharacterized Class is treated as not owned by Ford
      Credit or the Depositor (if the Depositor is not an entity disregarded as
      separate from Ford Credit for U.S. federal income tax purposes) for U.S. federal
      income, or State or local income, franchise or single business tax purposes,
      the
      parties intend that the Issuer be characterized as a partnership among Ford
      Credit or the Depositor (to the extent either is at that time treated as an
      equity owner of the Issuer for U.S. federal income tax purposes), any other
      holder of the Residual Interest and any holders of the Recharacterized Class
      or
      Classes.  In that event, for purposes of U.S. federal income, State
      and local income, franchise tax and single business taxes each
      month:

     

    (i)         
       amounts paid as interest to holders of any Recharacterized Class will be
      treated as a guaranteed payment within the meaning of Section 707(c) of the
      Code;

     

    (ii)           to
      the extent the characterization provided for in Section 2.11(a) is not
      respected, gross ordinary income of the Issuer for such month as determined
      for
      U.S. federal income tax purposes will be allocated to the holders of each
      Recharacterized Class as of the Record Date occurring within such month, in
      an
      amount equal to the sum of (A) the interest accrued to such Recharacterized
      Class for such month, (B) the portion of the market discount on the Receivables
      accrued during such month that is allocable to the excess, if any, of the
      aggregate initial Note Balance of such Recharacterized Class over the initial
      aggregate issue price of the Notes of such Recharacterized Class and (C) any
      amount expected to be distributed to the holders of such Class of Notes pursuant
      to Section 8.2 of the Indenture (to the extent not previously allocated pursuant
      to this Section 2.11(b)(ii)) to the extent necessary to reverse any net loss
      previously allocated to holders of the Notes of such Recharacterized Class
      (to
      the extent not previously reversed pursuant to this Section 2.11(b)(ii)(C));
      and

     

    (iii)           thereafter
      all remaining net income of the Issuer (subject to the modifications set forth
      below) for such month as determined for U.S. federal income tax purposes (and
      each item of income, gain, credit, loss or deduction entering into the
      computation thereof) will be allocated to the holder of the Residual
      Interest.

     

    If
      the
      gross ordinary income of the Issuer for any month is insufficient for the
      allocations described in Section 2.11(b)(ii) above, subsequent gross ordinary
      income will first be allocated to each Recharacterized Class in alphabetical
      order to make up such shortfall before any allocation pursuant to Section
      2.11(b)(iii).  Net losses of the Issuer, if any, for any month as
      determined for U.S. federal income tax purposes (and each item of income, gain,
      credit, loss or deduction entering into the computation thereof) will be
      allocated to the holder of the Residual Interest to the extent the holder of
      the
      Residual Interest is reasonably expected to bear the economic burden of such
      net
      losses, and any remaining net losses will be allocated in reverse alphabetical
      order to each Recharacterized Class, in each case, until the Note Balance of
      such Recharacterized Class is reduced to zero as of the Record Date occurring
      within such month, and among each Recharacterized Class, in proportion to their
      ownership of the aggregate Note Balance of such Recharacterized Class on such
      Record Date. The tax matters partner designated pursuant to Section 2.11(f)
      is
      authorized to modify the allocations in this Section 2.11(b) if necessary or
      appropriate, in its sole discretion, for the allocations to fairly reflect
      the
      economic income, gain or loss to the holder of the Residual Interest or the
      holders of a Recharacterized Class or as otherwise required by the
      Code.

     

    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

     

    (c)         The
      parties agree that, unless otherwise re­quired by the appropriate tax
      authorities, the Depositor, on behalf of the Issuer, will file or cause to
      be
      filed annual or other necessary returns, reports and other forms consistent
      with
      the characterizations described in Section 2.11(a).

     

    (d)         The
      Owner Trustee will not elect or cause the Issuer to elect, and the other parties
      to this Agreement will not elect or permit an election to be made, to treat
      the
      Issuer as an association taxable as a corporation for U.S. federal income tax
      purposes pursuant to Treas. Reg. §301.7701-3.

     

    (e)         If
      at any time the Issuer is not treated as an entity disregarded as separate
      from
      the Depositor for U.S. federal income tax purposes, the Owner Trustee will,
      based on informa­tion provided by or on behalf of the Depositor, (i)
      maintain the books of the Issuer on the basis of a calendar year and the accrual
      method of accounting, (ii) deliver to the holder of the Residual Interest such
      information as may be required under the Code to enable such holder to prepare
      its U.S. federal and State income tax returns, (iii) file any tax returns
      relating to the Issuer and make such elec­tions as may be required or
      appropriate under any applicable U.S. federal or State statute and (iv) collect
      any withholding tax as described in and in accordance with Section
      4.1(c).

     

    (f)         If
      at any time the Issuer is not an entity disregarded as separate from the
      Depositor for U.S. federal income tax purposes, the Depositor so long as it
      is
      treated as holding any equity interest in the Issuer for U.S. federal income
      tax
      purposes, and otherwise, the owner of such equity interests designated by a
      majority of such owners, will (i) prepare and sign, on behalf of the Issuer,
      the
      tax returns of the Issuer and (ii) be designated the "tax matters partner"
      of
      the Issuer pursuant to Section 6231(a)(7)(A) of the Code.

     

    ARTICLE
      III

    RESIDUAL
      INTEREST AND TRANSFER OF INTERESTS

     

    Section
      3.1               The
      Residual Interest

     

    (a)         Upon
      the formation of the Issuer by the contribution and conveyance by the Depositor
      pursuant to Section 2.5, the Depositor will be the sole holder of the Residual
      Interest.  The holder of the Residual Interest will be entitled, pro
      rata, to any amounts not needed on any Payment Date to make payments on the
      Notes and on all other obligations to be paid under the Indenture and this
      Agreement, and to receive amounts remaining in the Re­serve Account
      following the payment in full of the Notes and of all other amounts owing or
      to
      be distributed under this Agreement, the Indenture or the Sale and Servicing
      Agreement to the Secured Parties upon the termination of the
      Issuer.

     

    (b)         The
      Depositor may exchange its Residual Interest for additional securities issued
      by
      the Issuer pursuant to one or more supplemental indentures to the Indenture
      or
      amendments to this Agreement.  Such additional securities may consist
      of one or more classes of notes, certificates or other securities, as directed
      by the Depositor, each having the characteristics, rights and obligations as
      may
      be directed by the Depositor (which may include subordination to one or more
      other classes of such additional securities), provided:

     

    (i)       the
      rights of the holders of such additional securities, when taken as a whole,
      are
      no greater than the rights of the holder of the Residual Interest immediately
      prior to the issuance of such additional securities (unless all Noteholders
      of
      Outstanding Notes otherwise consent);

     

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    (ii)           the
      Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner
      Trustee to the effect that the issuance of such additional securities will
      not
      (A) adversely affect in any material respect the interest of any Noteholder,
      (B)
      cause any Note to be deemed sold or exchanged for purposes of Section 1001
      of
      the Code, (C) 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 (D) adversely affect the treatment of the Notes as debt for U.S.
      federal income tax purposes; and

     

    (iii)           the
      Depositor either delivers to the Indenture Trustee and the Owner Trustee (A)
      an
      Opinion of Counsel to the effect that, after giving effect to such exchange,
      there will be no withholding imposed under Sections 1441 or 1442 of the Code
      in
      respect of payments on any such additional security or that the withholding
      tax
      imposed will be no greater than the withholding tax imposed prior to such
      exchange or (B) an Officer's Certificate that states withholding is applicable
      to payments on any such additional securities, the rate of withholding tax
      required on such payments, and that such amounts will be withheld and remitted
      to the Internal Revenue Service in satisfaction of the requirements of Sections
      1441 and 1442 of the Code.

     

    Without
      limiting the foregoing, one or more classes of such additional securities may,
      if so directed by the Depositor, be secured by all or a portion of the Trust
      Property, so long as such security interest, is subordinated in priority to
      the
      security interest granted to the Secured Parties pursuant to the
      Indenture.  Subject to this Section 3.1(b) and the other terms of the
      Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at
      the
      expense of the Depositor) all actions requested by the Depositor to facilitate
      the issuance and sale of any such additional securities or the Grant and
      perfection of any security interest granted pursuant to this Section 3.1(b),
      including the authorization of the filing of any financing statements in
      jurisdictions deemed necessary or advisable by the Depositor to perfect such
      security interest.

     

    Section
      3.2            Registration
      of Residual Interests; Transfer of the Residual Interest.  The
      Issuer appoints the Owner Trustee to be the "Trust Registrar" and to keep
      a register (the "Trust Register") for the purpose of registering Residual
      Interests and transfers of Residual Interests as provided in this
      Agreement.  Upon any resignation of the Trust Registrar, the Issuer
      will promptly appoint a successor or, if it elects not to make such an
      appointment, assume the duties of Trust Registrar.  The holder of the
      Residual Interest may not sell, transfer, assign or convey its rights in the
      Residual Interest to Ford Credit at any time.  The holder of the
      Residual Interest will be permitted to sell, transfer, assign or convey its
      rights in the Residual Interest to any Person that is treated as being an entity
      separate from Ford Credit for U.S. federal income tax purposes if the following
      conditions are satisfied:

     

    (a)         such
      holder of a Residual Interest delivers an Opinion of Counsel to the Issuer
      and
      the Indenture Trustee to the effect that such action will not cause the Issuer
      to be or become characterized for U.S. federal or any then Applicable Tax State
      income tax purposes as an association or publicly traded partnership taxable
      as
      a corporation;

     

    (b)         such
      holder of a Residual Interest delivers to the Indenture Trustee and the Owner
      Trustee (i) an Opinion of Counsel to the effect that, after giving effect to
      such action, there will be no withholding imposed under Sections 1441 or 1442
      of
      the Code in respect of payments on any such transferred security or that the
      withholding tax imposed will be no greater than the withholding tax imposed
      prior to such transfer or (ii) an Officer's Certificate that states withholding
      is applicable to payments on any such transferred security, the rate of
      withholding tax required on such payments, and that such amounts will be
      withheld and remitted to the Internal Revenue Service in satisfaction of the
      requirements of Sections 1441 and 1442 of the Code;

     

    (c)         the
      Depositor has notified the transferee or assignee of the tax positions
      previously taken by it, as holder of the Residual Interest, for U.S. federal
      and
      any Applicable Tax State income tax purposes and the transferee or assignee
      has
      agreed to take positions for U.S. federal and any Applicable Tax State income
      tax purposes consistent with the tax positions previously taken by the
      Depositor, as holder of the Residual Interest; and

     

    
      
        
          
          

        

        
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      (d)         the
        holder or assignee of the Residual Interest delivers to the Indenture Trustee
        and the Owner Trustee a certification that it is not, and each account (if
        any)
        for which it is acquiring the Residual Interest is not (i) an "employee benefit
        plan" (as defined in Section 3(3) of the Employee Retirement Income Security
        Act
        of 1974, as amended ("ERISA")) which is subject to Title I of ERISA, (ii)
        a "plan" described in Section 4975(e)(1) of the Code which is subject to
        Section
        4975 of the Code, or (iii) an entity whose underlying assets include "plan
        assets" by reason of a plan's investment in the entity (within the meaning
        of
        Department of Labor Regulation 29 C.F.R. Section 2510.3-101 or otherwise
        under
        ERISA).

       

      Section
        3.3             Capital
        Accounts.  This
        Section 3.3 will apply only if the Issuer is not treated as an entity
        disregarded for U.S. federal income tax purposes.

       

      (a)         
        The Owner Trustee will establish and maintain, in accordance with Section
        1.704-1(b)(2)(iv) of the Treasury Regulations, a separate bookkeeping account
        (a
        "Capital Account") for the Depositor and each other person treated as an
        equity owner for U.S. federal income tax purposes.

       

      (b)         Notwithstanding
        any other provision of this Agreement to the contrary, the foregoing provisions
        of this Section 3.3 regarding the maintenance of Capital Accounts will be
        construed so as to comply with the provisions of the Treasury Regulations
        promulgated pursuant to Section 704 of the Code. The Depositor is authorized
        to
        modify these provisions to the minimum extent necessary to comply with such
        regulations.

       

      Section
        3.4              Maintenance
        of Office or Agency.  The
        Owner Trustee will maintain an office or offices or agency or agencies where
        notices and demands to or upon the Owner Trustee in respect of the Basic
        Documents may be served.  The Owner Trustee designates its Corporate
        Trust Office for such purposes and will promptly notify the Depositor and
        the
        Indenture Trustee of any change in the location of its Corporate Trust
        Office.

       

      Section
        3.5               Distributions
        to the Holder of the Residual Interest.  If
        the Trust Distribution Account has been established, the Owner Trustee will
        have
        the revocable power to withdraw funds from the Trust Distribution Account
        for
        the purpose of making distributions to the holder of the Residual Interest
        under
        this Agreement.  The Owner Trustee will make the distributions
        pursuant to Section 3.1, Section 4.1, Section 4.2 and Section
        8.1.  The Owner Trustee will hold all sums held by it for distribution
        to the holder of the Residual Interest in trust for the benefit of the holder
        of
        the Residual Interest until such sums are distributed to the holder of the
        Residual Interest.

       

      ARTICLE
        IV

      APPLICATION
        OF TRUST FUNDS; CERTAIN DUTIES

       

      Section
        4.1               Application
        of Trust Funds.  If
        the Trust Distribution Account has been established:

       

      (a)         On
        each Payment Date, the Owner Trustee, based on the information contained
        in the
        Monthly Investor Report, will withdraw the amounts deposited into the Trust
        Distribution Account pursuant to Section 8.2(c)(xvi), 8.2(d)(viii) and
        8.2(e)(xvii) of the Indenture on or before such Payment Date and distribute
        such
        amounts to the holder of the Residual Interest.

       

      (b)         Following
        the satisfaction and discharge of the Indenture and the payment in full of
        the
        principal and interest on the Notes, the Owner Trustee will distribute any
        remaining funds on deposit in the Trust Distribution Account to the holder
        of
        the Residual Interest.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      (c)         If
        any withholding tax is imposed on the Issuer's payment (or allocations of
        income) to the holder of the Residual Interest, such tax will reduce the
        amount
        otherwise distributable to such holder in accordance with this Section
        4.1(c).  The Owner Trustee is authorized and directed to retain from
        amounts otherwise distributable to the holder of the Residual
        Interest sufficient funds for the payment of any such
        withholding tax that is legally owed by the Issuer (but such authorization
        will
        not prevent the Owner Trustee from contesting any such tax in appropriate
        proceedings, and withholding payment of such tax, if permitted by law, pending
        the outcome of such proceedings).  The amount of any withholding tax
        imposed with respect to the holder of the Residual Interest will be treated
        as
        cash distributed to such holder at the time it is withheld by the Issuer and
        remitted to the appropriate taxing authority.  If there is a
        possibility that with­holding tax is payable with respect to a distribution,
        the Owner Trustee may, in its sole discretion, withhold such amounts in
        accordance with this Section 4.1(c).  If the holder of a Residual
        Interest wishes to apply for a refund of any such withholding tax, the Owner
        Trustee will reasonably cooperate with such holder in
        making such claim so long as such holder agrees to reimburse the Owner Trustee
        for any out-of-pocket expenses incurred in so cooperating.

       

      Section
        4.2                Method
        of Payment.  Distributions
        required to be made to the holder of the Residual Interest on any Payment
        Date
        will be made by wire transfer, in immediately available funds, to the account
        specified by such holder to the Owner Trustee.

       

      ARTICLE
        V

      AUTHORITY
        AND DUTIES OF THE OWNER TRUSTEE

       

      Section
        5.1                General
        Authority.

       

      (a)         Upon
        the Depositor's execution of this Agreement, the Owner Trustee is authorized
        and
        directed, on behalf of the Issuer, to (i) execute and deliver the Basic
        Documents and each certifi­cate or other document attached as an exhibit to
        or contemplated by the Basic Documents to which the Issuer is to be a party
        and
        (ii) direct the Indenture Trustee to authenticate and deliver the
        Notes.

       

      (b)         The
        Owner Trustee is autho­rized to take all actions required of the Issuer
        pursuant to the Basic Documents and is authorized to take such action on
        behalf
        of the Issuer as is permitted by the Basic Docu­ments that the Servicer or
        the Administrator directs with respect to the Basic Documents, except to
        the
        extent that this Agreement requires the consent of the Noteholders or the
        holder
        of the Residual Interest for such action.

       

      Section
        5.2                General
        Duties.  Subject
        to Section 5.3, it is the duty of the Owner Trustee to discharge all of its
        responsibilities pursuant to this Agree­ment and the Basic Documents to
        which the Issuer is a party and to administer the Issuer in the interest
        of the
        holder of the Residual Interest, subject to the lien of the Inden­ture and
        in accordance with the Basic Documents.  The Owner Trustee will be
        deemed to have discharged its duties and responsibilities under the Basic
        Documents to the extent the Administrator is required in the Administration
        Agreement to perform any act or to discharge such duty of the Owner Trustee
        or
        the Issuer under any Basic Document.  The Owner Trustee will not be
        held liable for the default or failure of the Administrator to carry out
        its
        obligations under the Administration Agreement.  The Owner Trustee
        will have no obligation to administer, service or collect the Receivables
        or to
        maintain, monitor or otherwise super­vise the administration, servicing or
        collection of the Receivables.

       

      Section
        5.3               Action
        upon Prior Notice with Respect to Certain Matters.  With
        respect to the following matters, the Owner Trustee may not take action unless
        (i) at least 30 days before taking such action, the Owner Trustee has notified
        the Indenture Trustee, the Noteholders of Notes of the Controlling Class,
        the
        holder of the Residual Interest and the Rating Agencies of the proposed action
        and (ii) Noteholders of at least a majority of the Note Balance of the
        Controlling Class (or if no Notes are Outstanding, the holder of the Residual
        Interest) have not notified the Owner Trustee before the 30th day after receipt
        of such notice that such majority of the Note Balance of the Controlling
        Class
        (or if no Notes are Outstanding, the holder of the Residual Interest) has
        withheld consent or provided alternative direction:

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (a)         the
        initiation of any material claim or lawsuit by the Issuer and the settlement
        of
        any material action, claim or lawsuit brought by or against the
        Issuer;

       

      (b)         the
        election by the Issuer to file an amendment to the Certificate of Trust (unless
        such amendment is required to be filed under the Delaware Statutory Trust
        Act),
        except to cure any ambiguity or to amend or supplement any provision in a
        manner
        or to add any provision that would not materially adversely affect the interests
        of the holders of the Notes or the Residual Interest;

       

      (c)         the
        appointment pursuant to the Indenture of a successor Indenture Trustee or
        the
        consent to the assignment by the Indenture Trustee of its obligations under
        the
        Indenture or this Agreement; and

       

      (d)         consenting
        to the Administrator taking any of the actions described in clauses (a) through
        (c) above.

       

      Section
        5.4               Action
        upon Direction by the Holder of the Residual Interest with Respect to Certain
        Matters

       

      (a)         The
        Owner Trustee on behalf of the Issuer will not execute an amendment to the
        Sale
        and Servicing Agreement, the Indenture or the Administration Agreement that
        would materially adversely affect the holder of the Residual Interest without
        the consent of such holder.

       

      (b)         The
        Owner Trustee will not (a) remove the Servicer or appoint a successor Servicer
        under Article VII of the Sale and Servicing Agreement, (b) remove the
        Administrator under Section 5.1 of the Administra­tion Agreement or (c)
        appoint a successor Administrator pursuant to Section 5.2 of the Administration
        Agreement unless (i) there is an Event of Servicing Termination subsequent
        to
        the payment in full of the Notes and (ii) the holder of the Residual Interest
        directs the Owner Trustee to take such action.

       

      Section
        5.5               Action
        with Respect to Bankruptcy.  The
        Owner Trustee may not commence a voluntary proceeding in bank­ruptcy
        relating to the Issuer unless the Notes have been paid in full and the holder
        of
        the Residual Interest approves of such commencement in advance and delivers
        to
        the Owner Trustee a certificate certifying that it reasonably believes that
        the
        Issuer is insolvent.

       

      Section
        5.6                Action
        upon Instruction.

       

      (a)         The
        Owner Trustee will not be required to take any action under any Basic Document
        if the Owner Trustee reasonably determines, or is advised by counsel, that
        such
        action is likely to result in liability on the part of the Owner Trustee,
        is
        contrary to any Basic Document or is contrary to law.

       

      (b)         If
        (i) the Owner Trustee is unsure as to the applica­tion of any provision of
        any Basic Document, (ii) any provision of any Basic Document is, or appears
        to
        be, in conflict with any other applicable provision, (iii) this Agreement
        permits any determination by the Owner Trustee or is silent or is incomplete
        as
        to the course of action that the Owner Trustee is required to take with respect
        to a particular set of facts or (iv) the Owner Trustee is unable to decide
        between alternative courses of action permitted or required by any Basic
        Document, the Owner Trustee may, and with respect to clause (iv) will, notify
        the Administrator requesting instruction and, to the extent that the Owner
        Trustee acts or refrains from acting in good faith in accordance with any
        such
        instruction received, the Owner Trustee will not be liable to any Person
        on
        account of such action or inaction.  If the Owner Trustee does not
        receive appropriate instruction within 10 days of such notice (or within
        such
        shorter period of time as reasonably may be specified in such notice or may
        be
        necessary under the circumstances) it may, but will be under no duty to,
        take or
        refrain from taking such action, not inconsistent with the Basic Documents,
        as
        it deems to be in the best interests of the holder of the Residual Interest,
        and
        will have no liability to any Person for such action or inaction.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Section
        5.7               No
        Duties Except as Specified in this Agreement or in Instructions.  The
        Owner Trustee has no duty or obligation to manage, make any payment with
        respect
        to, register, record, sell, dispose of, or otherwise deal with the Trust
        Property, or to otherwise take or refrain from taking any action under, or
        in
        connection with, any document contemplated by this Agreement to which the
        Owner
        Trustee or the Issuer is a party, except as provided by this Agree­ment or
        in any document or instruction received by the Owner Trustee pursuant to
        Section
        5.6.  No implied duties or obligations will be read into any Basic
        Document against the Owner Trustee.  The Owner Trustee has no
        responsibility for filing any financing statements or continuation statements
        or
        to otherwise perfect or maintain the perfection of any security interest
        or lien
        granted to it under this Agreement or to prepare or file any Securities and
        Exchange Commis­sion filing for the Issuer or to record any Basic
        Document.  The Owner Trustee nevertheless agrees that it will promptly
        take, at its own cost and expense, all action as may be necessary to discharge
        any lien (other than the lien of the Indenture) on any part of the Trust
        Property that results from actions by, or claims against, the Owner Trustee
        that
        are not related to the ownership or the administration of the Trust
        Property.

       

      Section
        5.8               No
        Action Except Under Specified Documents or Instructions.  The
        Owner Trustee will not manage, control, use, sell, dispose of or otherwise
        deal
        with any part of the Trust Property except (a) in accordance with the powers
        granted to and the authority conferred upon the Owner Trustee pursuant to
        this
        Agree­ment, (b) in accordance with the other Basic Documents to which the
        Issuer or the Owner Trustee is a party and (c) in accordance with any document
        or instruc­tion delivered to the Owner Trustee pursuant to Section
        5.6.  The Depositor will not direct the Owner Trustee to take any
        action that would violate this Section 5.8.

       

      Section
        5.9                Prohibition
        on Certain Actions.  The
        Owner Trustee will not take any action (a) that is inconsistent with the
        purposes of the Issuer set forth in Section 2.3 or (b) that, to the knowledge
        of
        the Owner Trustee, would (i) cause any Class of Notes not be treated as
        indebtedness for U.S. federal income or Applicable Tax State income or franchise
        tax purposes, (ii) be deemed to cause a sale or exchange of the Notes for
        purposes of Section 1001 of the Code (unless no gain or loss would be recognized
        on such deemed sale or exchange for U.S. federal income tax purposes) or
        (iii)
        cause the Issuer or any portion thereof to be taxable as an association (or
        publicly traded partnership) taxable as a corporation for U.S. federal income
        or
        Applicable Tax State income or franchise tax purposes.  The
        Administrator will not direct the Owner Trustee to take action that would
        violate this Section 5.9.

       

      Section
        5.10              Audits
        of the Owner Trustee.  The
        Owner Trustee agrees that, with reasonable prior notice, it will permit any
        authorized representative of the Servicer or the Administrator, during the
        Owner
        Trustee's normal business hours, to examine and audit the books of account,
        records, reports and other docu­ments and materials of the Owner Trustee
        relating to (a) the performance of the Owner Trustee's obligations under
        this
        Agreement, (b) any payments of fees and expenses of the Owner Trustee in
        connection with such performance and (c) any claim made by the Owner Trustee
        under this Agreement.  In addition, the Owner Trustee will permit such
        representatives to make copies and extracts of any such books and records
        and to
        discuss the same with the Owner Trustee's officers and
        employees.  Each of the Servicer and the Administrator will, and will
        cause its authorized representatives to, hold in confidence all such information
        except to the extent disclosure may be required by law (and all reasonable
        applications for confidential treatment are unavailing) and except to the
        extent
        that the Servicer or the Administrator, as the case may be, may reasonably
        determine that such disclosure is consistent with its obligations under this
        Agreement.  The Owner Trustee will maintain all such pertinent books,
        records, reports and other documents and materials for a period of 2 years
        after
        the termination of its obligations under this Agreement.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      Section
        5.11               Furnishing
        of Documents.  Upon
        request from the holder of the Residual Interest, the Owner Trustee will
        furnish
        to such holder copies of all reports, notices, requests, demands, certificates,
        financial statements and any other instruments furnished to the Owner Trustee
        under the Basic Documents.

       

      Section
        5.12               Sarbanes-Oxley
        Act.  Notwithstanding
        anything to the contrary in any Basic Document, the Owner Trustee will not
        be
        required to execute, deliver or certify on behalf of the Issuer, the Servicer,
        the Depositor or any other Person any filings, certificates, affidavits or
        other
        instru­ments required by the Securities and Exchange Commission or required
        under the Sarbanes-Oxley Act of 2002.  However, any entity executing,
        delivering or certifying such filings, certificates, affidavits or other
        instruments required by the Securities and Exchange Commission or required
        under
        the Sarbanes-Oxley Act of 2002 on behalf of the Issuer may request, at its
        option, such subcertifications, including any assessments of compliance required
        from the Owner Trustee as it may deem necessary to provide such certifications
        and the Owner Trustee will reasonably comply with such request.

       

      Section
        5.13               Maintenance
        of Licenses.  The
        Owner Trustee will obtain and maintain any licenses that the Administrator
        informs the Owner Trustee are required to be obtained or maintained by the
        Owner
        Trustee under the laws of any State in connection with the Owner Trustee's
        duties and obligations under the Basic Documents.

       

      ARTICLE
        VI

      REGARDING
        THE OWNER TRUSTEE

       

      Section
        6.1               Acceptance
        of Trusts and Duties.  The
        Owner Trustee accepts the trusts created by this Agreement and agrees to
        perform
        its duties under this Agreement with respect to such trusts but only in
        accordance with this Agreement.  The Owner Trustee also agrees to
        distribute all monies actually received by it constituting part of the Trust
        Property in accordance with the Basic Documents.  The Owner Trustee
        will not be liable under any Basic Document under any circumstances, except
        (i)
        for its own willful misconduct, bad faith or negligence (except for errors
        in
        judgment) or (ii) if any representa­tion or warranty in Section 6.2 is not
        true and correct as of the Closing Date.  In particular, but not by
        way of limitation (and subject to the exceptions set forth in the preceding
        sentence):

       

      (a)         the
        Owner Trustee will not be liable with respect to any action taken or omitted
        to
        be taken by it in accordance with the instructions of the Noteholders of
        the
        Controlling Class, the Indenture Trustee, the Depositor, the holder of the
        Residual Interest, the Administrator or the Servicer;

       

      (b)         no
        Basic Docu­ment will require the Owner Trustee to expend or risk funds or
        otherwise incur any financial liability in the performance of any of its
        rights
        or powers under any Basic Document if the Owner Trustee has reason­able
        grounds for believing that repayment of such funds or adequate indemnity
        against
        such risk or liability is not reasonably assured or provided to it;

       

      (c)         the
        Owner Trustee will not be liable for indebtedness evidenced by or arising
        under
        any of the Basic Documents, including the principal of and interest on the
        Notes
        or amounts distributable to the holder of the Residual Interest;

       

      (d)         the
        Owner Trustee will not be responsible for (i) the validity or sufficiency
        of
        this Agreement, (ii) the due execution of this Agreement by the Depositor,
        (iii)
        the form, character, genuine­ness, sufficiency, value or validity of any of
        the Trust Property or (iv) the validity or sufficiency of the other Basic
        Docu­ments, the Notes, any Receivable or any related documents, and the
        Owner Trustee will in no event assume or incur any liability, duty or
        obli­gation to any Noteholder, the Depositor or the holder of the Residual
        Interest, other than as provided for in the Basic Documents;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      (e)         the
        Owner Trustee will not be liable for the default or misconduct of the Servicer,
        the Administrator, the Depositor, the holder of the Residual Interest or
        the
        Indenture Trustee under any of the Basic Documents or other­wise and the
        Owner Trustee will have no obligation or liability to perform the obligations
        of
        the Issuer under the Basic Documents that are required to be performed by
        the
        Administra­tor under the Administration Agreement, the Servicer under the
        Sale and Servicing Agreement or the Inden­ture Trustee under the
        Indenture;

       

      (f)         the
        Owner Trustee will be under no obliga­tion to exercise any of the rights or
        powers vested in it by this Agreement or, at the request, order or direction
        of
        the Depositor, to institute, conduct or defend any litigation under this
        Agreement or in relation to any Basic Document or otherwise unless the Depositor
        has offered to the Owner Trustee security or indemnity satisfactory to it
        against the costs, expenses, losses, damages, claims and liabilities that
        may be
        incurred by the Owner Trustee.  The right of the Owner Trustee to
        perform any discre­tionary act enumerated in any Basic Document will not be
        construed as a duty; and

       

      (g)         the
        Owner Trustee will not be respon­sible or liable for (i) the legal­ity,
        validity and enforceability of any Receivable, (ii) the perfection and priority
        of any security interest created by any Receivable in any Financed Vehicle
        or
        the maintenance of any such perfection and priority, (iii) the sufficiency
        of
        the Trust Property or the ability of the Trust Property to generate the amounts
        necessary to make pay­ments to the Noteholders under the Indenture or
        distributions to the holder of the Residual Interest under this Agreement,
        (iv)
        the accuracy of any representation or warranty made under any Basic Document
        (other than the representations and warranties made in Section 6.2) or (v)
        any
        action of the Indenture Trustee, the Administrator or the Servicer or any
        subservicer taken in the name of the Owner Trustee.

       

      Section
        6.2              Representations
        and Warranties of the Owner Trustee.  The
        Owner Trustee represents and warrants to the Depositor as of the Closing
        Date:

       

      (a)         Organization
        and Qualification.  The Owner Trustee is duly formed and is
        validly existing as a national banking association under the laws of the
        State
        of Delaware.  The Owner Trustee is duly qualified as a national
        banking association 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 such qualification, license or
        approval, unless the failure to obtain such qualifications, licenses or
        approvals would not reasonably be expected to have a material adverse effect
        on
        the Owner Trustee's ability to perform its obligations under this
        Agreement.

       

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

       

      (c)         No
        Conflicts and No Violation.  The execution and delivery by the
        Owner Trustee of this Agreement, the consummation by the Owner Trustee of
        the
        transactions contemplated by this Agreement and the compliance by the Owner
        Trustee with this Agreement will not (i) violate any federal or State law,
        governmental rule or regulation governing the banking or trust powers of
        the
        Owner Trustee or any judgment or order binding on it or (ii) conflict with,
        result in a breach of, or constitute (with or without notice or lapse of
        time or
        both) a default under its charter documents or by-laws or any indenture,
        mortgage, deed of trust, loan agreement, guarantee or similar agreement or
        instrument under which the Owner Trustee is a debtor or guarantor or (iii)
        violate any law or, to the Owner Trustee's knowledge, any order, rule, or
        regulation applicable to the Owner Trustee of any court or of any federal
        or
        State regulatory body, administrative agency or other governmental
        instrumentality having jurisdiction over the Owner Trustee or its properties,
        in
        each case which conflict, breach, default, lien, or violation would reasonably
        be expected to have a material adverse effect on the Owner Trustee's ability
        to
        perform its obligations under this Agreement.

       

      
        
          
          

        

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

       

      (e)         Banking
        Association.  The Owner Trustee is a banking association
        satisfying Section 3807(a) of the Delaware Statutory Trust Act.

       

      (f)         Information
        Provided by the Owner Trustee.  The information provided by the
        Owner Trustee in any certificate delivered by a Responsible Person of the
        Owner
        Trustee is true and correct in all material respects.

       

      Section
        6.3                Reliance;
        Advice of Counsel.

       

      (a)         The
        Owner Trustee may rely upon, will be protected in relying upon and will incur
        no
        liability to anyone in acting upon any signature, instrument, notice,
        resolution, request, consent, order, certificate, report, opinion, bond or
        other
        document believed by it to be genuine that appears on its face to be properly
        executed and signed by the proper party or parties.  The Owner Trustee
        may accept a certified copy of a resolution of the board of directors or
        other
        governing body of any corporate party as conclusive evidence that such
        resolution has been duly adopted by such body and that the same is in full
        force
        and effect.  As to any fact or matter the method of the determination
        of which is not specifically prescribed in this Agreement, the Owner Trustee
        may
        for all purposes of this Agreement rely on a certificate, signed by the
        president or any vice president or by the treasurer or other Responsible
        Officers of the relevant party, as to such fact or matter and such certificate
        will constitute full protection to the Owner Trustee for any action taken
        or
        omitted to be taken by it in good faith in reliance thereon.

       

      (b)         In
        the exercise or administration of the trusts under this Agreement and in
        the
        performance of its duties and obligations under the Basic Documents, the
        Owner
        Trustee (i) may act directly or through its agents or attorneys pursuant
        to
        agreements entered into with any of them and will not be liable for the conduct
        or misconduct of such agents or attorneys if the Owner Trustee selects such
        agents or attorneys with reasonable care and (ii) may consult with counsel,
        accountants and other skilled Persons whom the Owner Trustee selects with
        reasonable care and employs.  The Owner Trustee will not be liable for
        anything it does, suffers or omits to do in good faith in accordance with
        the
        written opinion or advice of any such counsel, accountants or other such
        Persons
        that is not contrary to any Basic Docu­ment.

       

      Section
        6.4              Not
        Acting in Individual Capacity.  Except
        as provided in this Article VI, in accept­ing the trusts created by this
        Agreement, U.S. Bank Trust National Association acts solely as Owner Trustee
        under this Agreement and not in its individual capacity.  All Persons
        having any claim against the Owner Trustee by reason of the transactions
        contemplated by any Basic Document will look only to the Trust Property for
        payment or satisfaction thereof.  However, the Owner Trustee will be
        responsible for any breach of its representations and warranties made in
        Section
        6.2 and the validity of its signature on any certificate of authentication
        of
        the Owner Trustee.

       

      Section
        6.5               U.S.
        Bank Trust National Association May Own Notes.  U.S.
        Bank Trust, in its individual or any other capacity, may become the owner
        or
        pledgee of Notes and may deal with the Depositor, the holder of the Residual
        Interest, the Servicer, the Administrator and the Indenture Trustee in banking
        transactions with the same rights as it would have if it were not the Owner
        Trustee.

       

      
        
          
          

        

        
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      Section
        6.6               Duty
        to Update Disclosure.  The
        Owner Trustee will notify and provide information, and certify such information
        in an Officer's Certificate, to the Depositor upon any event or condition
        relating to the Owner Trustee or actions taken by the Owner Trustee that
        (A) (i)
        is required to be disclosed by the Depositor under Item 2 (the institution
        of,
        material developments in, or termination of legal proceedings against U.S.
        Bank
        Trust that are material to Noteholders) of Form 10-D under the Exchange Act
        within 5 days of such occurrence or (ii) the Depositor reasonably requests
        of
        the Owner Trustee that the Depositor, in good faith, believes is necessary
        to
        comply with Regulation AB within 5 days of request or (B) (i) is required
        to be
        disclosed under Item 6.02 (resignation, removal, replacement or substitution
        of
        U.S. Bank Trust as Owner Trustee) of Form 8-K under the Exchange Act within
        2
        days of a Responsible Person of the Owner Trustee becoming aware of such
        occurrence or (ii) causes the information provided by the Owner Trustee in
        any
        certificate delivered by a Responsible Person of the Owner Trustee to be
        untrue
        or incorrect in any material respect or is necessary to make the statements
        provided by the Owner Trustee in light of the circumstances in which they
        were
        made not misleading within 5 days of a Responsible Person of the Owner Trustee
        becoming aware thereof.

       

      ARTICLE
        VII

      COMPENSATION
        AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL EXPENSES

       

      Section
        7.1               Owner
        Trustee's Fees and Expenses

       

      .  The
        Owner Trustee will be entitled to receive, as compensation for its services
        under this Agreement, such fees as have been separately agreed upon by the
        Administrator and the Owner Trustee.  The Owner Trustee will also be
        entitled to reimbursement for all reasonable out-of-pocket expenses incurred
        or
        made by the Owner Trustee in performing its rights and duties under this
        Agreement, including the reasonable compensation, expenses and disbursements
        of
        the Owner Trustee's agents, counsel, accountants and experts, but excluding
        any
        expenses incurred by the Owner Trustee through the Owner Trustee's own willful
        misconduct, bad faith or negligence (other than errors in
        judgment).

       

      Section
        7.2              Indemnification
        of the Owner Trustee

       

      (a)         The
        Depositor will, or will cause the Administrator to, indemnify, defend and
        hold
        harmless the Owner Trustee, and its respective officers, directors, employees
        and agents, from and against any and all costs, expenses, losses, damages,
        claims and liabilities (including the reasonable compensa­tion, expenses and
        disbursements of the Owner Trustee's agents, counsel, accountants and experts)
        incurred by it in connection with the administration of and the perfor­mance
        of its duties under this Agreement, including the costs and expenses of
        defending itself against any loss, damage, claim or liability incurred by
        it in
        connection with the exercise or performance of any of its powers or duties
        under
        the Indenture, but excluding any cost, expense, loss, damage, claim or liability
        (i) incurred by the Owner Trustee through the Owner Trustee's own willful
        misconduct, bad faith or negligence (other than errors in judgment) or (ii)
        arising from the inaccuracy of any representation or warranty contained in
        Section 6.2.

       

      (b)         Promptly
        upon receipt by the Owner Trustee, or any of its officers, directors, employees
        and agents (each, an "Indemnified Person"), of notice of the commencement
        of any Proceeding against any such Indemnified Person, such Indemnified Person
        will, if a claim in respect of such Proceeding is to be made under Section
        7.2(a), notify the Depositor and the Administrator of the commencement of
        such
        Proceeding.  The Depositor, or, if Depositor so causes, the
        Administrator, may participate in and assume the defense and settlement of
        any
        such Proceeding at its expense, and no settlement of such Proceeding may
        be made
        without the approval of the Deposi­tor or the Administrator, as applicable,
        and such Indemnified Person, which approv­als will not be unreasonably
        withheld, delayed or conditioned.  After notice from the Depositor or
        the Administrator, as applicable, to the Indemnified Person of the intention
        of
        the Depositor or the Administrator, as applicable, to assume the defense
        of such
        Proceeding with counsel reasonably satisfactory to the Indemnified Person,
        and
        so long as the Depositor or the Administrator, as applicable, so assumes
        the
        defense of such Proceeding in a manner reasonably satisfactory to the
        Indemnified Person, neither the Depositor nor the Administrator will be liable
        for any legal expenses of counsel to the Indemnified Person unless there
        is a
        conflict between the interests of the Depositor or the Admin­istrator, as
        applicable, on one hand, and an Indemnified Person, on the other hand, in
        which
        case the Depositor, or, if Depositor so causes, the Administrator, will pay
        for
        the separate counsel to the Indemnified Person.

       

      
        
          
          

        

        
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      (c)         The
        Depositor's obligations under this Section 7.2 are obligations solely of
        the
        Depositor and do not constitute a claim against the Deposi­tor to the extent
        that the Depositor does not have funds sufficient to make payment of such
        obligations.   The Owner Trustee, by entering into or accepting
        this Agreement, acknowledges and agrees that it has no right, title or interest
        in or to the Other Assets of the Depositor.  Notwithstanding the
        preceding sentence, if the Owner Trustee either (i) asserts an interest or
        claim
        to, or benefit from, the Other Assets or (ii) is deemed to have any such
        interest, claim to, or benefit in or from the Other Assets, whether by operation
        of law, legal process, pursuant to insolvency laws or otherwise (including
        by
        virtue of Section 1111(b) of the Bankruptcy Code), then the Owner Trustee
        further acknowledges and agrees that any such interest, claim or benefit
        in or
        from the Other Assets is expressly subordinated to the indefeasible payment
        in
        full of the other obligations and liabilities, which, under the relevant
        documents relating to the securitization or conveyance of such Other Assets,
        are
        entitled to be paid from, entitled to the benefits of, or otherwise secured
        by
        such Other Assets (whether or not any such entitlement or security interest
        is
        legally perfected or otherwise entitled to a priority of distributions or
        application under applicable law, including insolvency laws, and whether
        or not
        asserted against the Depositor), including the payment of post-petition interest
        on such other obligations and liabilities.  This subordination
        agreement is deemed a subordination agreement within the meaning of Section
        510(a) of the Bankruptcy Code.  The Owner Trustee further acknowledges
        and agrees that no adequate remedy at law exists for a breach of this Section
        7.2(c) and this Section 7.2(c) may be enforced by an action for specific
        performance.  This Section 7.2(c) is for the third party benefit of
        the holders of such other obligations and liabilities and will survive the
        termination of this Agreement.

       

      Section
        7.3              Organizational
        Expenses of the Issuer.  The
        Depositor will, or will cause the Administrator to, pay the organizational
        expenses of the Issuer as they may arise or, upon the request of the Owner
        Trustee, the Depositor will, or will cause the Administrator to, promptly
        reimburse the Owner Trustee for any such expenses paid by the Owner
        Trustee.

       

      Section
        7.4               Certain
        Expenses of the Indenture Trustee.  The
        Depositor will reimburse the Indenture Trustee and any successor Indenture
        Trustee for any expenses associated with the replacement of the Indenture
        Trustee pursuant to Section 6.8 of the Indenture to the extent such amounts
        have
        not been otherwise paid pursuant to Section 8.2 of the Indenture.

       

      ARTICLE
        VIII

      TERMINATION

       

      Section
        8.1             Termination
        of Trust Agreement

       

      (a)         This
        Agreement (other than the provisions of Article VII) will terminate and be
        of no
        further force or effect and the Issuer will terminate, wind up and dissolve,
        upon the earlier to occur of (i) the last remaining Receivable is paid in
        full,
        settled, sold or charged off and any amounts received are applied or (ii)
        the
        payment to the Noteholders and any other holders of securities issued under
        any
        supplemental indentures or amendments to this Agreement, the Indenture Trustee
        and the Owner Trustee of all amounts required to be paid to them pursuant
        to the
        Indenture, the Sale and Servicing Agreement and Article IV.  Any
        Insolvency Event, liquidation or dissolution with respect to the Depositor
        will
        not (A) operate to terminate this Agreement or the Issuer, (B) entitle the
        Depositor's legal representa­tives to claim an accounting or to take any
        action or proceeding in any court for a partition or winding up of all or
        any
        part of the Issuer or the Trust Property or (C) otherwise affect the rights,
        obligations and liabili­ties of the parties to this
        Agreement.  Upon dissolution of the Issuer, the Owner Trustee will
        wind up the activities and affairs of the Issuer as required by Section 3808
        of
        the Delaware Statutory Trust Act.

       

      
        
          
          

        

        
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      (b)         The
        Depositor may not revoke or terminate the Issuer, unless it is the holder
        of
        100% of the Residual Interest and in accordance with Section
        8.1(a).

       

      (c)         Upon
        termination of the Issuer any remaining Trust Property will be distributed
        to
        the holder of the Residual Interest, and the Owner Trustee will cause the
        Certificate of Trust to be cancelled by preparing, executing and filing a
        certificate of cancellation with the Secretary of State of the State of Delaware
        in accordance with Section 3810(c) of the  Delaware Statutory Trust
        Act or as otherwise required by the Delaware Statutory Trust
        Act.  Upon the filing of such certificate of cancellation, the Owner
        Trustee's services under this Agreement will simultaneously
        terminate.  The Owner Trustee will deliver a file-stamped copy of such
        certificate of cancellation to the Administrator promptly upon such document
        becoming available following such filing.

       

      ARTICLE
        IX

      SUCCESSOR
        OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

       

      Section
        9.1             Eligibility
        Requirements for the Owner Trustee.

       

      (a)         The
        Owner Trustee must (i) be authorized to exercise corporate trust powers,
        (ii)
        have a combined capital and surplus of at least $50,000,000 and be subject
        to
        supervision or examination by federal or State authorities and (iii) have
        (or
        have a parent that has) a long-term debt rating of investment grade by each
        of
        the Rating Agencies or be otherwise acceptable to the Rating
        Agencies.  If such corporation publishes reports of condition at least
        annually, pursuant to law or to the requirements of its supervising or examining
        authority, then for the purpose of this Section 9.1, the combined capital
        and
        surplus of such corpora­tion will be deemed to be its combined capital and
        surplus as set forth in its most recent report of condi­tion so
        published.  If the Owner Trustee ceases to be eligible in accordance
        with this Section 9.1, it must resign immediately in the manner and with
        the
        effect specified in Section 9.2.

       

      (b)         The
        Owner Trustee must satisfy Section 3807(a) of the Delaware Statutory Trust
        Act.

       

      Section
        9.2                Resignation
        or Removal of the Owner Trustee

       

      (a)         The
        Owner Trustee may resign and be discharged from the trusts created by this
        Agreement by giving notice to the Depositor and the Administrator.

       

      (b)         The
        Administrator may remove the Owner Trustee upon notice to the Owner Trustee
        and
        will remove the Owner Trustee if:

       

      (i)         
         the Owner Trustee ceases to be eligible in accordance with Section
        9.1;

       

      (ii)          the
        Owner Trustee is legally unable to act; or

       

      (iii)         an
        Insolvency Event with re­spect to the Owner Trustee has occurred and is
        continuing.

       

      (c)         If
        the Owner Trustee resigns or the Adminis­trator removes the Owner Trustee,
        the Administrator will promptly (i) appoint a successor Owner Trustee, by
        written instru­ment, in duplicate and (ii) deliver one copy of such
        instrument to the outgoing Owner Trustee and one copy to the successor Owner
        Trustee.  The Owner Trustee will be entitled to payment through the
        date of its resignation or removal from distributions made under Section
        8.2 of
        the Indenture. If no successor Owner Trustee is appointed and has accepted
        such
        appointment within 30 days after the Administrator's receipt of notice of
        resignation or removal of the Owner Trustee, the outgoing Owner Trustee may
        petition any court of compe­tent jurisdiction for the appointment of a
        successor Owner Trustee.  The right to appoint or to petition for the
        appointment of any such successor Owner Trustee does not relieve the outgoing
        Owner Trustee from any obligations otherwise imposed on it under the Basic
        Documents until the appointment of the successor Owner Trustee has become
        effective.

       

      
        
          
          

        

        
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      (d)         No
        resignation or removal of the Owner Trustee and appointment of a successor
        Owner
        Trustee pursuant to this Section 9.2 will become effective until (i) the
        successor Owner Trustee accepts its appointment as the Owner Trustee pursuant
        to
        Section 9.3(a) and (ii) the successor Owner Trustee files the certificate
        of
        amendment to the Certificate of Trust referred to in Section
        9.3(d).  The Administra­tor will notify the Depositor, the
        Indenture Trustee and the Rating Agencies of any resignation or removal of
        the
        Owner Trustee.

       

      Section
        9.3               Successor
        Owner Trustee

       

      (a)         Any
        successor Owner Trustee appointed pursuant to Section 9.2 must execute and
        deliver to the Administrator and to its predecessor Owner Trustee an instrument
        accepting such appointment under this Agree­ment.  Upon the
        resignation or removal of the predecessor Owner Trustee becoming effective
        pursuant to Section 9.2(d), such successor Owner Trustee, without any further
        act, will become fully vested with all the rights, powers, duties, and
        obligations of its predecessor under this Agreement.  The predecessor
        Owner Trustee will, upon payment of its fees and expenses, deliver to the
        successor Owner Trustee all documents and statements and monies held by it
        under
        this Agreement, and the Administrator and the predecessor Owner Trustee
­will execute and deliver such instruments and do such other things as may
        reasonably be required to vest and confirm in the successor Owner Trustee
        all
        such rights, powers, duties and obliga­tions.

       

      (b)         No
        successor Owner Trustee may accept appoint­ment as provided in this Section
        9.3 unless, at the time of such acceptance, such successor Owner Trustee
        is
        eligible pursuant to Section 9.1.

       

      (c)         Upon
        the acceptance of appointment by a succes­sor Owner Trustee pursuant to this
        Section 9.3, the Administrator will notify the Deposi­tor, the Indenture
        Trustee, the Noteholders and the Rating Agencies of such succes­sor Owner
        Trustee.

       

      (d)         Any
        successor Owner Trustee appointed under this Agreement will promptly file
        a
        certificate of amendment to the Certificate of Trust with the Secretary of
        State
        of the State of Delaware identifying the name and principal place of business
        of
        such successor Owner Trustee in the State of Delaware.  The successor
        Owner Trustee will deliver a file-stamped copy of such certificate of amendment
        to the Administrator promptly upon such document becoming available following
        such filing.

       

      Section
        9.4              Merger
        or Consolidation of the Owner Trustee.  Any
        Person (a) into which the Owner Trustee may be merged or converted or with
        which
        it may be consolidated, (b) resulting from any merger, conversion or
        consolidation to which the Owner Trustee is a party or (c) succeeding to
        all or
        substantially all of the corporate trust busi­ness of the Owner Trustee
        will, provided such corporation is eligible pursuant to Section 9.1, be the
        successor of the Owner Trustee under this Agreement without the execution
        or
        filing of any document or any further act (except as required under this
        Section
        9.4), provided that the Owner Trustee (i) notifies the Rating Agencies of
        such
        merger or consolidation within 15 Business Days of such event and (ii) files
        a
        certificate of amendment to the Certificate of Trust as required by Section
        9.3(d).

       

      Section
        9.5               Appointment
        of Separate Trustee or Co-Trustee

       

      (a)         Notwithstanding
        any other provi­sion of this Agree­ment, for the purpose of meeting any
        legal requirements of any jurisdiction in which any part of the Trust Property
        or any Financed Vehicle may be located, the Adminis­trator and the Owner
        Trustee acting jointly will have the power and will execute and deliver all
        instruments to appoint one or more Persons approved by the Owner Trustee
        to act
        as a separate trustee or as separate trustees, or as co-trustee, jointly
        with
        the Owner Trustee, of all or any part of the Issuer, and to vest in such
        Person,
        in such capacity, such title to the Trust Property, or any part thereof,
        and,
        subject to this Section 9.5, such powers, duties, obligations, rights and
        trusts
        as the Administrator and the Owner Trustee consider necessary or
        desirable.  If the Administrator has not joined in such appointment
        within 15 Business Days of its receipt of a request so to do, the Owner Trustee
        will have the power to make such appoint­ment.  No separate
        trustee or co-trustee under this Agreement will be required to meet the terms
        of
        eligi­bility as a successor trustee pursuant to Section 9.1 and no notice of
        the appointment of any separate trustee or co-trustee is required.

       

      
        
          
          

        

        
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      (b)         Each
        separate trustee and co-trustee will, to the extent permitted by law, be
        appointed and act subject to the following:

       

      (i)       all
        rights, powers, duties, and obliga­tions conferred or imposed upon the Owner
        Trustee will be conferred upon and exercised or performed by the Owner Trustee
        and such separate trustee or co-trustee jointly (it being understood that such
        separate trustee or co-trustee is not authorized to act separately without
        the
        Owner Trustee joining in such act), except to the extent that under any law
        of
        any jurisdiction in which any particular act or acts are to be performed,
        the
        Owner Trustee is incompetent or unqualified to perform such act or acts,
        in
        which event such rights, powers, duties, and obligations (including the holding
        of title to the Trust Property or any portion thereof in any such
        juris­diction) may be exercised and performed singly by such separate
        trustee or co-trustee, but solely at the direction of the Owner
        Trustee;

       

      (ii)           no
        trustee under this Agreement will be personally liable by reason of any act
        or
        omission of any other trustee under this Agreement; and

       

      (iii)           the
        Administrator and the Owner Trustee acting jointly may accept the
        resigna­tion of or remove any separate trustee or co-trustee.

       

      (c)         Any
        notice, request or other writing given to the Owner Trustee will be deemed
        to
        have been given to each of the then separate trustees and co-trustees, as
        effectively as if given to each of them.  Every instru­ment
        appointing any separate trustee or co-trustee must refer to this Agreement
        and
        the conditions of this Arti­cle IX.  Each separate trustee and
        co-trustee, upon its accep­tance of the trusts conferred, will be vested
        with the estates or property specified in its instrument of appointment,
        either
        jointly with the Owner Trustee or separately, as may be provided in such
        instrument, subject to this Agreement.  The Owner Trustee will keep a
        copy of each such instrument in its files and will deliver a copy of each
        such
        instru­ment to the Administrator.

       

      (d)         Any
        separate trustee or co-trustee may appoint the Owner Trustee as its agent
        or
        attorney-in-fact with full power and authority, to the extent not prohibited
        by
        law, to do any lawful act under or in respect of this Agree­ment on its
        behalf and in its name.  If any separate trustee or co-trustee dies,
        becomes incapable of acting, resigns or is removed, all of its estates,
        properties, rights, remedies and trusts will vest in and be exercised by
        the
        Owner Trustee, to the extent permitted by law, without the appointment of
        a new
        or successor trustee.

       

      Section
        9.6              Compliance
        with Delaware Statutory Trust Act.
        Notwithstanding anything in this Agreement to the contrary, the Issuer must
        have
        at least one trustee that meets the requirements of Section 3807(a) of the
        Delaware Statutory Trust Act.

       

      ARTICLE
        X

      MISCELLANEOUS

       

      Section
        10.1              Supplements
        and Amendments

       

      (a)         This
        Agreement may be amended by the holder of the Residual Interest and the Owner
        Trustee, with prior notice to the Rating Agencies, without the consent of
        any of
        the Noteholders, for the purpose of curing any ambiguity or correcting or
        supplementing any provisions in this Agreement inconsistent with any other
        provision of this Agreement.

       

      
        
          
          

        

        
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      (b)         
        This Agreement may be amended by the holder of the Residual Interest and
        the
        Owner Trustee, with prior notice to the Rating Agencies, without the consent
        of
        any of the Noteholders, for the purpose of adding any provisions to or
        chang­ing in any manner or eliminating any of the provisions of this
        Agreement or issuing securities in exchange for all or a portion of the Residual
        Interest, subject to the following conditions:

       

      (i)       
        such holder delivers an Opinion of Counsel to the Indenture Trustee and the
        Owner Trustee to the effect that such amendment will not adversely affect
        in any
        material respect the interest of any Noteholder;

       

      (ii)           such
        holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner
        Trustee to the effect that such amendment will not (A) cause any Note to
        be
        deemed sold or exchanged for purposes of Section 1001 of the Code, (B) 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) adversely affect
        the
        treatment of the Notes as debt for U.S. federal income tax purposes;
        and

       

      (iii)           
        such holder either delivers to the Indenture Trustee and the Owner Trustee
        (A)
        an Opinion of Counsel to the effect that, after giving effect to such amendment,
        there will be no withholding imposed under Sections 1441 or 1442 of the Code
        in
        respect of payments on any additional security or that the withholding tax
        imposed will be no greater than the withholding tax imposed prior to such
        amendment or (B) an Officer's Certificate that states withholding is applicable
        to payments on any such additional securities, the rate of withholding tax
        required on such payments, and that such amounts will be withheld and remitted
        to the Internal Revenue Service in satisfaction of the requirements of Sections
        1441 and 1442 of the Code.

       

      (c)         This
        Agreement also may be amended by the holder of the Residual Interest and
        the
        Owner Trustee for the purpose of adding any provisions to or changing in
        any
        manner or eliminating any of the provisions of this Agreement with prior
        notice
        to the Rating Agencies, subject to the following conditions:

       

      (i)       (A)
        the Indenture Trustee, to the extent that its rights or obligations would
        be
        affected by such amendment consents (which consent may not be unreasonably
        withheld, delayed or conditioned) and (B) the Noteholders of at least a majority
        of the Note Balance of the Notes Outstanding consent to such amendment;
        and

       

      (ii)           such
        holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner
        Trustee to the effect that such amendment will not (A) cause any Note to
        be
        deemed sold or exchanged for purposes of Section 1001 of the Code, (B) 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) adversely affect
        the
        treatment of the Notes as debt for U.S. federal income tax purposes;
        and

       

      (iii)           such
        holder either delivers to the Indenture Trustee and the Owner Trustee (A)
        an
        Opinion of Counsel to the effect that, after giving effect to such amendment,
        there will be no withholding imposed under Sections 1441 or 1442 of the Code
        in
        respect of payments on any additional security as a result of such amendment
        or
        that the withholding tax imposed will be no greater than the withholding
        tax
        imposed prior to such amendment or (B) an Officer's Certificate that states
        withholding is applicable to payments on any such additional securities,
        the
        rate of withholding tax required on such amounts, and that such withheld
        amounts
        are required to be remitted to the Internal Revenue Service in satisfaction
        of
        the requirements of Sections 1441 and 1442 of the Code.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      However,
        no amendment may (A) increase or reduce the amount of, or accelerate or delay
        the timing of, or change the allocation or priority of, collections of payments
        on Receivables or distributions that are re­quired to be made for the
        benefit of the Secured Parties or (B) reduce the percentage of the Note Balance
        of the Notes Outstand­ing required to consent to any such amendment, in each
        case, without the consent of all affected Noteholders.

       

      (d)         Promptly
        after the execution of any such amendment or consent, the Owner Trustee will
        notify the Indenture Trustee of the substance of such amendment or
        consent.

       

      (e)         If
        the consent of the Noteholders or the Indenture Trustee is required under
        this
        Section 10.1, they do not need to approve the particular form of any proposed
        amendment or consent so long as their consent approves the substance of the
        proposed amendment or consent.  The manner of obtaining such consents
        will be subject to such reasonable requirements as the Owner Trustee may
        prescribe.

       

      (f)         Promptly
        after the execution of any certificate of amend­ment to the Certificate of
        Trust, the Owner Trustee will cause such amendment to be filed with the
        Secretary of State of the State of Delaware.  The Owner Trustee will
        deliver a file-stamped copy of such certificate of amendment to the
        Administrator promptly upon such document becoming available following such
        filing.

       

      (g)         Before
        the execution of any amendment to this Agreement or certificate of amendment
        to
        the Certificate of Trust, the Owner Trustee will be entitled to receive and
        rely
        upon an Opinion of Counsel delivered by the holder of the Residual Interest
        to
        the effect that the execution of such amendment or certificate of amendment,
        as
        applicable, is autho­rized or permitted by this Agreement.  The
        Owner Trustee may enter into any such amendment or certificate of amendment
        that
        affects the Owner Trustee's own rights, duties or immunities under this
        Agreement or otherwise.

       

      (h)         In
        connection with the execution of any amendment to this Agreement or any
        amendment to any other agreement to which the Issuer is a party, the Owner
        Trustee will be entitled to receive and rely upon an Opinion of Counsel
        delivered by the holder of the Residual Interest to the effect that such
        amendment is authorized or permitted by the Basic Docu­ments and that all
        conditions precedent in the Basic Documents for the execution and delivery
        thereof by the Issuer or the Owner Trustee, as the case may be, have been
        satisfied.

       

      Section
        10.2                No
        Legal Title to Trust Property in the Holder of the Residual
        Interest.
        The
        holder of the Residual Interest has no legal title to any part of the Trust
        Property.  The holder of the Residual Interest is entitled to receive
        distributions with respect to its Residual Interest only in accordance with
        Article VIII of the Indenture.  No transfer, by operation of law or
        otherwise, of any right, title, or interest of the Depositor to and in the
        Residual Interest in the Trust Property will operate to terminate this Agreement
        or the trusts under this Agreement or entitle any transferee to an
        account­ing or to the transfer to it of legal title to any part of the Trust
        Property.

       

      Section
        10.3                Limitation
        on Rights of Others.  Except
        for Sections 2.6, 7.2 and 10.1, this Agreement is solely for the benefit
        of the
        Owner Trustee, the Depositor, the Administrator, the Servicer, the holder
        of the
        Residual Interest and, to the extent provided in this Agreement, the Indenture
        Trustee and the Secured Parties, and nothing in this Agree­ment (other than
        Section 2.6), whether express or implied, will be construed to give to any
        other
        Person any legal or equitable right, remedy or claim in the Trust Property
        or
        under or in respect of this Agreement or any covenants, conditions or provisions
        contained in this Agreement.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      Section
        10.4              Notices.

       

      (a)         All
        notices, requests, demands, consents, waivers or other communications to
        or from
        the parties to this Agreement must be in writing and will be deemed to have
        been
        given and made:

       

      (i)        
          upon delivery or, in the case of a letter mailed by registered first
        class mail, postage prepaid, 3 days after deposit in the mail;

       

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

       

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

       

      (iv)           in
        the case of an electronic posting to a password-protected website to which
        the
        recipient has been provided access, upon delivery of an email to such recipient
        stating that such electronic posting has occurred.

       

      Any
        such
        notice, request, demand, consent or other communication must be delivered
        or
        addressed as set forth on Schedule B to the Sale and Servicing Agreement
        or at
        such other address as any party may designate by notice to the other
        parties.

       

      (b)         Notices
        to the Owner Trustee will be addressed to its Corporate Trust Office or to
        such
        other address designated by the Owner Trustee by notice to the
        Depositor.

       

      (c)         Any
        notice required or permitted to be mailed to a Noteholder must be sent by
        overnight delivery, mailed by registered first class mail, postage prepaid,
        or
        sent by fax, to the address of such Person as shown in the Note
        Register.  Any notice so mailed within the time prescribed in this
        Agreement will be conclusively presumed to have been properly given, whether or
        not the Noteholder receives such notice.

       

      Section
        10.5              GOVERNING
        LAW.   THIS
        AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
        THE
        STATE OF DELAWARE.

       

      Section
        10.6              WAIVER
        OF JURY TRIAL.  EACH
        PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
        BY
        APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
        ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
        BY
        THIS AGREEMENT.

       

      Section
        10.7              Severability.  If
        any of the covenants, agreements or terms of this Agreement is held invalid,
        illegal or unen­forceable, then it will be deemed severable from the
        remaining covenants, agreements or terms of this Agreement and will in no
        way
        affect the validity, legality or enforceability of the remaining Agreement
        or of
        the Notes or the rights of the Noteholders.

       

      Section
        10.8               Counterparts.  This
        Agreement may be executed in any number of counterparts.  Each
        counterpart will be an original, and all counterparts will together constitute
        one and the same instrument.

       

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

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      Section
        10.10              No
        Petition.  The
        Owner Trustee (not in its individual capacity but solely as Owner Trustee),
        by
        entering into this Agreement, covenants and agrees that, before the date
        that is
        1 year and 1 day after the payment in full of all securities issued by the
        Depositor or the Issuer, it will not institute against, or join any other
        Person
        in instituting against, the Depositor or the Issuer any bankruptcy,
        reorganization, arrangement, insolvency or liquidation proceedings or other
        proceedings under any federal or State bankruptcy or similar law in connection
        with any obligations relating to the Notes, this Agreement or any of the
        Basic
        Documents.  This Section 10.10 will survive the resignation or removal
        of the Owner Trustee under this Agreement and the termination of this
        Agreement.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      EXECUTED
        BY:

      


      
        	 	 FORD
                CREDIT AUTO RECEIVABLES TWO LLC,
	 	 as
                Depositor
	 	 	 
	 	
                By:

              	
                /s/
                  Susan J. Thomas

              
	 	 	
                Name:  Susan
                  J. Thomas

              
	 	 	
                Title:    Secretary

              
	 	 	 
	 	 	 
	 	 U.S.
                BANK TRUST
	 	 NATIONAL
                ASSOCIATION,
	 	 as
                Owner Trustee
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Nicole Poole

              
	 	 	
                Name:   Nicole
                  Poole

              
	 	 	
                Title:     Vice
                  President

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


       EXHIBIT
        A

      


      


      FORM
        OF
        CERTIFICATE OF TRUST OF

      FORD
        CREDIT AUTO OWNER TRUST 2007-B

      


      This
        Certificate of Trust of Ford Credit Auto Owner Trust 2007-B (the "Trust")
        is being duly executed and filed by U.S. Bank Trust National Association,
        as
        owner trustee (the "Owner Trustee"), to form a statutory trust under the
        Delaware Statutory Trust Act (12 Delaware Code, § 3801
etseq.) (the "Act").

      


      1.
        Name.  The name of the statutory trust formed hereby is Ford
        Credit Auto Owner Trust 2007-B.

      


      2.
        Owner Trustee.  The name and business address of the sole
        trustee of the Issuer in the State of Delaware is U.S. Bank Trust National
        Association, 300 Delaware Avenue, Wilmington, Delaware 19801.

      


      3.
        Effective Date. This Certificate of Trust will be effective upon
        filing.

      


      The
        undersigned, being the sole trustee of the Issuer, have executed this
        Certificate of Trust as of the date first above written in accordance with
        Section 3811(a)(2) of the Act.

      


      


      
        	 	
                U.S.
                  BANK TRUST

              
	 	
                NATIONAL
                  ASSOCIATION,

              
	 	
                not
                  in its individual capacity but solely as Owner Trustee

              
	 	 	 
	 	 	 
	 	
                By:

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      


       

    

     A-1