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ARTICLE I USAGE AND DEFINITIONS
    
    
    1Section 1.1.
    
    Usage and Definitions
    
    
    1ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS
    
    
    1Section 2.1.
    
    Description of Account
    
    
    1Section 2.2.
    
    Account Modifications
    
    
    1Section 2.3.
    
    Type of Account
    
    
    1Section 2.4.
    
    Securities Account Provisions
    
    
    1ARTICLE III SECURED PARTY CONTROL
    
    
    2Section 3.1.
    
    Control for Purposes of UCC
    
    
    2Section 3.2.
    
    Conflicting Orders or Instructions
    
    
    2ARTICLE IV INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS
    
    
    2Section 4.1.
    
    Investment of Funds
    
    
    2ARTICLE V SUBORDINATION OF LIEN; WAIVER OF SET-OFF
    
    
    3Section 5.1.
    
    Subordination
    
    
    3Section 5.2.
    
    Set-off and Recoupment
    
    
    3ARTICLE VI OTHER AGREEMENTS
    
    
    3Section 6.1.
    
    Adverse Claim
    
    
    3Section 6.2.
    
    Correspondence, Statements and Confirmations
    
    
    3Section 6.3.
    
    Representation of the Financial Institution
    
    
    3Section 6.4.
    
    Release of Financial Institution
    
    
    3Section 6.5.
    
    Termination
    
    
    3Section 6.6.
    
    Existence of Other Agreements
    
    
    4Section 6.7.
    
    Notice
    
    
    4ARTICLE VII MISCELLANEOUS
    
    
    4Section 7.1.
    
    Amendment
    
    
    4Section 7.2.
    
    Conflict With Other Agreement
    
    
    4Section 7.3.
    
    Location of Financial Institution
    
    
    4Section 7.4.
    
    GOVERNING LAW
    
    
    5Section 7.5.
    
    Submission to Jurisdiction
    
    
    5Section 7.6.
    
    WAIVER OF JURY TRIAL
    
    
    5Section 7.7.
    
    Successors
    
    
    5Section 7.8.
    
    Notices
    
    
    5Section 7.9.
    
    Severability
    
    
    6Section 7.10.
    
    Counterparts
    
    
    6Section 7.11.
    
    Headings
    
    
    6Section 7.12.
    
    No Petition
    
    
    6Section 7.13.
    
    Limitation of Liability of Indenture Trustee
    
    
    6Section 7.14.
    
    Limitation of Liability of the Owner Trustee
    
    
    6
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Agreement Grantor Secured Party Financial Institution
 
 Usage and Definitions UCC
 
 Description of Account Collateral Account
 Collection Account  The Bank of New York Mellon as Indenture Trustee, as secured
party for Ford Credit Auto Owner Trust 2011-B with account number 879810;
 Reserve Account  The Bank of New York Mellon as Indenture Trustee, as secured party
for Ford Credit Auto Owner Trust 2011-B with account number 879811; and
 Principal Payment Account  The Bank of New York Mellon as Indenture Trustee, as
secured party for Ford Credit Auto Owner Trust 2011-B with account number 879812.
 Account Modifications
 Type of Account
 Securities Account Provisions




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Control for Purposes of UCC Secured Party Order
 Conflicting Orders or Instructions
 
 Investment of Funds
 2




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Subordination
 Set-off and Recoupment
 
 Adverse Claim
 Correspondence, Statements and Confirmations
 Representation of the Financial Institution
 Release of Financial Institution
 Termination
 3




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provided
 Existence of Other Agreements
    Notice
 
 Amendment
 Conflict With Other Agreement
 Location of Financial Institution
 4




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GOVERNING LAW
 Submission to Jurisdiction
 WAIVER OF JURY TRIAL
 Successors
 Notices
        5




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Severability
 Counterparts
 Headings
 No Petition
 Limitation of Liability of Indenture Trustee
 Limitation of Liability of the Owner Trustee
  6




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FORD CREDIT AUTO
OWNER TRUST 2011-B,
as GrantorBy:
    U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2011-BBy:
    /s/ Nicole PooleName:
    Nicole PooleTitle:
    Vice President THE BANK OF NEW
YORK MELLON,
as Secured PartyBy:
    /s/ Antonio VayasName:
    Antonio VayasTitle:
    Vice President THE BANK OF NEW YORK MELLON,
as securities intermediaryBy:
    /s/ Antonio VayasName:
    Antonio VayasTitle:
    Vice President