Exhibit 10.1


 


 


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 2022-D


 


Dated as of November 1,
2022


 


 






     


     


    

 


TABLE OF CONTENTS


 


	ARTICLE I USAGE AND DEFINITIONS	1
	Section 1.1.	Usage and Definitions	1
	 	 	 
	ARTICLE II ORGANIZATION OF TRUST	1
	Section 2.1.	Name	1
	Section 2.2.	Office	1
	Section 2.3.	Purposes and Powers	1
	Section 2.4.	Appointment of Owner Trustee	2
	Section 2.5.	Contribution and Sale of Trust Property	2
	Section 2.6.	Declaration of Trust	2
	Section 2.7.	Limitations on Liability	2
	Section 2.8.	Title to Trust Property	3
	Section 2.9.	Location of Issuer	3
	Section 2.10.	Depositor's Representations and Warranties	3
	Section 2.11.	Tax Matters	4
	 	 	 
	ARTICLE III RESIDUAL INTEREST AND TRANSFER
    OF INTERESTS	7
	Section 3.1.	Residual Interest	7
	Section 3.2.	Registration of Residual Interest	7
	Section 3.3.	Transfer of Residual Interest	7
	 	 	 
	ARTICLE IV APPLICATION OF TRUST PROPERTY	8
	Section 4.1.	Application of Trust Property	8
	 	 	 
	ARTICLE V OWNER TRUSTEE'S AUTHORITY AND
    OBLIGATIONS	8
	Section 5.1.	General Authority	8
	Section 5.2.	General Obligations	9
	Section 5.3.	Action Requiring Prior Notice	9
	Section 5.4.	Action on Direction by Holder of Residual Interest	10
	Section 5.5.	Action for Bankruptcy	10
	Section 5.6.	Action on Administrator's Instruction	10
	Section 5.7.	No Obligations or Actions Except as Stated in Transaction
    Documents or Instructions	10
	Section 5.8.	Prohibition on Some Actions	10
	Section 5.9.	Action Not Required	11
	Section 5.10.	Review of Owner Trustee's Records	11
	Section 5.11.	Furnishing of Documents	12
	Section 5.12.	Sarbanes-Oxley Act	12
	Section 5.13.	Reporting of Receivables Repurchase Demands	12
	 	 	 
	ARTICLE VI OWNER TRUSTEE	12
	Section 6.1.	Acceptance of Trusts	12
	Section 6.2.	Limitations on Liability	13
	Section 6.3.	Reliance; Advice of Counsel; Use of Agents	14
	Section 6.4.	Not Acting in Individual Capacity	14
	Section 6.5.	U.S. Bank Trust National Association May Own Notes	14
	Section 6.6.	Owner Trustee's Representations and Warranties	14



 






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	Section 6.7.	Obligation to Update Disclosure	15
	 	 	 
	ARTICLE VII COMPENSATION AND INDEMNIFICATION
    OF OWNER TRUSTEE	16
	Section 7.1.	Owner Trustee's Fees and Expenses	16
	Section 7.2.	Indemnification of Owner Trustee	16
	Section 7.3.	Organizational Expenses of Issuer	17
	 	 	 
	ARTICLE VIII TERMINATION	17
	Section 8.1.	Termination of Trust Agreement and Issuer	17
	 	 	 
	ARTICLE IX SUCCESSOR OWNER TRUSTEES AND
    ADDITIONAL OWNER TRUSTEES	18
	Section 9.1.	Eligibility Requirements for Owner Trustee	18
	Section 9.2.	Resignation or Removal of Owner Trustee	18
	Section 9.3.	Successor Owner Trustee	19
	Section 9.4.	Merger or Consolidation; Transfer of Assets	20
	Section 9.5.	Appointment of Separate Trustee or Co-Trustee	20
	Section 9.6.	Compliance with Delaware Statutory Trust Act	21
	 	 	 
	ARTICLE X OTHER AGREEMENTS	21
	Section 10.1.	Limitation on Rights of Others	21
	Section 10.2.	No Petition	21
	 	 	 
	ARTICLE XI MISCELLANEOUS	21
	Section 11.1.	Amendments	21
	Section 11.2.	Benefit of Agreement; Third-Party Beneficiaries	23
	Section 11.3.	Notices	23
	Section 11.4.	GOVERNING LAW	24
	Section 11.5.	WAIVER OF JURY TRIAL	24
	Section 11.6.	Severability	24
	Section 11.7.	Headings	24
	Section 11.8.	Counterparts	24
	 	 	 
	Exhibit A               Form
    of Certificate of Trust	A-1



 






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AMENDED AND RESTATED
TRUST AGREEMENT, dated as of November 1, 2022 (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, for Ford Credit Auto Owner
Trust 2022-D.


 


BACKGROUND


 


The parties created
the Issuer under a Trust Agreement, dated as of September 30, 2021, to engage in a securitization transaction sponsored by Ford
Credit in which the Issuer will issue Notes secured by a pool of Receivables consisting of retail installment sale contracts originated
by Ford Credit.


 


In connection with
the securitization transaction, the parties have determined to amend and restate the existing Trust Agreement on the terms in this Agreement.


 


The parties agree
as follows:


 


ARTICLE I

USAGE AND DEFINITIONS


 


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


 


ARTICLE II

ORGANIZATION OF TRUST


 


Section 2.1.         Name.
The trust was created and is known as "Ford Credit Auto Owner Trust 2022-D", in which name the Owner Trustee may conduct the
activities of the Issuer and make and execute contracts and other documents 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. The Owner Trustee will maintain an office or agency where notices and demands
to or on the Owner Trustee under the Transaction Documents may be served. The Owner Trustee designates its Corporate Trust Office for
those purposes and will promptly notify the Depositor and the Indenture Trustee of a change in the location of its Corporate Trust Office.


 


Section 2.3.         Purposes
and Powers.


 


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


 


(i)          to
acquire the Receivables and other Sold Property under the Sale and Servicing Agreement from the Depositor in exchange for the Notes;


 






     


     


    

 


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


 


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


 


(iv)        to
issue the Notes under the Indenture and to facilitate the sale of the Notes by the Depositor;


 


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


 


(vi)        to
administer and manage the Trust Property;


 


(vii)       to
make payments to the Noteholders and distributions to the holder of the Residual Interest; and


 


(viii)      to
take other actions necessary or advisable to accomplish the activities listed above or that are incidental to the activities listed above.


 


(b)           No
Other Activity. The Issuer will not engage in any activity other than as required or authorized by this Agreement or the other Transaction
Documents.


 


Section 2.4.         Appointment
of Owner Trustee. The Depositor appoints the Owner Trustee as trustee of the Issuer to have all the rights, powers and obligations
in this Agreement.


 


Section 2.5.         Contribution
and Sale of Trust Property. As of the date of the formation of the Issuer, the Depositor contributed to the Owner Trustee, and the
Owner Trustee acknowledged receipt of, the amount of $1, which is the initial Trust Property. On the Closing Date, the Depositor will
sell to the Issuer the Sold Property in exchange for the Notes under the Sale and Servicing Agreement.


 


Section 2.6.         Declaration
of Trust. The Owner Trustee will hold the Trust Property in trust under this Agreement for the use and benefit of the holder of the
Residual Interest and subject to the obligations of the Issuer under the Transaction Documents. The parties intend that the Issuer is
a statutory trust under the Delaware Statutory Trust Act and that this Agreement is the governing instrument of the statutory trust.
The Owner Trustee will have the rights, powers and obligations in this Agreement and in the Delaware Statutory Trust Act for accomplishing
the purposes of the Issuer and engaging in any activity required or authorized by this Agreement or the other Transaction Documents.
The parties intend that the activities of the Issuer be managed by the Administrator under the Administration Agreement. A Certificate
of Trust substantially in the form of Exhibit A has been filed (originally or by amendment) with the Secretary of State of the State
of Delaware. The parties intend that the Issuer is a "business trust" within the meaning of Section 101(9)(a)(v) of
the Bankruptcy Code.


 


Section 2.7.         Limitations
on Liability.


 


(a)           Liability
of Depositor. The Depositor, as initial holder of the Residual Interest, will have the same limitation of personal liability as stockholders
of a private for profit corporation organized under the Delaware General Corporation Law.


 






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(b)           Liability
to Third Parties. Except as stated in this Agreement, none of the Depositor, the Administrator or their Affiliates or any of their
directors, managers, officers or employees will be liable for the Issuer's debts, obligations or liabilities.


 


Section 2.8.         Title
to Trust Property.


 


(a)           Title
Vested in Issuer. Legal title to the Trust Property will be vested in the Issuer as a separate legal entity, except where applicable
law in a jurisdiction requires title to the Trust Property to be vested in a trustee or trustees, in which case title will be considered
vested in the Owner Trustee, a co-trustee and/or a separate trustee appointed under this Agreement.


 


(b)           No
Legal Title in Holder of Residual Interest. The holder of the Residual Interest has no legal title to any Trust Property. The holder
of the Residual Interest will receive distributions on its Residual Interest only according to Article IV.


 


Section 2.9.         Location
of Issuer. The Issuer will be administered in the States of Delaware and Illinois. 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 employees in a state other than the State
of Delaware, except that U.S. Bank Trust National Association, in its capacity as Owner Trustee or another capacity, may have employees
within or outside the State of Delaware. The Issuer will only receive payments in or make payments from the State of Delaware or the
State in which the Indenture Trustee is located. The Issuer's principal office will be in care of the Owner Trustee in the State of Delaware.


 


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


 


(a)           Organization
and Qualification. The Depositor is duly organized and 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 the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably
be expected to have a material adverse effect on the Depositor's ability to perform its obligations under this Agreement.


 


(b)           Power,
Authority and Enforceability. The Depositor has the power and authority to execute, deliver and perform its obligations under this
Agreement. The Depositor has authorized the execution, delivery and performance of this Agreement. This Agreement 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 similar laws relating to the enforcement of creditors' rights or by general equitable principles.


 


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


 






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(d)           No
Proceedings. To the Depositor's knowledge, there are no proceedings or investigations pending or threatened in writing before a federal
or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or
its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions under
this Agreement, (iii) seeking a determination or ruling that would reasonably be expected to have a material adverse effect on the
Depositor's ability to perform its obligations under, or the validity or enforceability of, this Agreement 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 or (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,
in each case, other than proceedings that would not reasonably be expected to have a material adverse effect on the Depositor, the performance
by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or the tax treatment
of the Issuer or the Notes.


 


Section 2.11.       Tax
Matters.


 


(a)           Disregarded
Entity. The parties and Ford Credit intend that, for purposes of U.S. federal income, State and local income and franchise tax, so
long as the Issuer has no equity owner other than the Depositor (as determined for U.S. federal income tax purposes), the Issuer will
be treated as an entity disregarded as separate from the Depositor.


 


(b)           Recharacterized
Classes. If beneficially owned for U.S. federal income tax purposes by a Person other than the Depositor, 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 that treatment and each agrees to take no action inconsistent with that treatment. If one or
more Classes of Notes is recharacterized as an equity interest in the Issuer, and not as indebtedness (a "Recharacterized Class")
and a Recharacterized Class is treated as not owned for U.S. federal income tax purposes by the same entity that owns the Issuer,
the parties intend that the Issuer be characterized as a partnership among the Depositor (if it is at that time treated as an equity
owner of the Issuer for U.S. federal income tax purposes), other holders, if any, of the Residual Interest and holders of the Recharacterized
Class or Classes. In that event, for purposes of U.S. federal income, State and local income or franchise tax each month:


 


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


 






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(ii)         if
the characterization in Section 2.11(b)(i) is not respected, gross ordinary income of the Issuer for that 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 that month, in an amount equal to the sum of (A) the interest accrued to the Recharacterized Class for that month, (B) the
part of the market discount on the Receivables accrued during that month that is allocable to any excess of the aggregate initial Note
Balance of the Recharacterized Class over the initial aggregate issue price of the Notes of the Recharacterized Class and (C) any
amount expected to be distributed to the holders of that Class of Notes under Section 8.2 of the Indenture (if not previously
allocated under this subsection (ii)) if necessary to reverse any net loss previously allocated to holders of the Notes of the Recharacterized
Class (if not previously reversed under this clause (C)); and


 


(iii)        then,
remaining net income of the Issuer (subject to the modifications below) for that month as determined for U.S. federal income tax purposes
(and each item of income, gain, credit, loss or deduction for the computation of net income) will be allocated to the holder of the Residual
Interest.


 


If the gross ordinary
income of the Issuer for a month is insufficient for the allocations described in Section 2.11(b)(ii), gross ordinary income in
later periods will first be allocated to each Recharacterized Class in alphabetical order (if applicable) to make up the shortfall
before an allocation under Section 2.11(b)(iii). Any net losses of the Issuer for a month as determined for U.S. federal income
tax purposes (and each item of income, gain, credit, loss or deduction for the computation of net losses) will be allocated to the holder
of the Residual Interest if the holder of the Residual Interest is reasonably expected to bear the economic burden of those net losses,
and any remaining net losses will be allocated in reverse alphabetical order (if applicable) to each Recharacterized Class, in each case,
until the Note Balance of the Recharacterized Class is reduced to zero as of the Record Date occurring within that month, and among
the holders of the Recharacterized Class, in proportion to their ownership of the aggregate Note Balance of the Recharacterized Class on
that Record Date. The partnership representative designated under Section 2.11(f) is authorized to modify the allocations in
this Section 2.11(b) if necessary or advisable, 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 required by the Code.


 


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


 






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(d)           Elections.
The Owner Trustee will not elect or cause the Issuer to elect, and no holder of the Residual Interest will 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 under Treasury Regulation
 §301.7701-3. If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will
or will cause the Issuer, to the extent eligible, to make the election under Section 6221(b) of the Code for determinations
of adjustments at the partnership level and take any other action necessary or appropriate for the election. If this election is not
available, to the extent applicable, the Majority Equity Holder will or will cause the Issuer to make the election under Section 6226(a) of
the Code for the alternative to payment of imputed underpayment by a partnership and take any other action necessary or appropriate for
the election. However, the Majority Equity Holder is authorized, in its sole discretion, to make any available election under Sections
6221 through 6241 of the Code, including any other Code provisions for the same subject matter, and any related regulations (adopted
or proposed) and administrative guidance (the "BBA Partnership Audit Rules") and take any action it deems necessary
or appropriate to comply with the requirements of the Code and to conduct the Issuer's activities under the BBA Partnership Audit Rules.
Each holder and, if different, each beneficial owner of a Residual Interest or Recharacterized Class, shall promptly provide the Issuer,
Depositor and Administrator any requested information, documentation or material to enable the Issuer to make any of the elections described
in this clause (d) and otherwise comply with the BBA Partnership Audit Rules. For purposes of this Section 2.11, the "Majority
Equity Holder" means the Depositor or, if it is no longer treated as holding an equity interest in the Issuer for U.S. federal
income tax purposes, the holder of the greatest percentage of the equity interests in the Issuer. The provisions of this Section 2.11(d) shall
survive any termination of this Agreement.


 


(e)           Alternative
Treatment; Capital Accounts. If the Issuer is not treated as an entity disregarded as separate from the Depositor for U.S. federal
income tax purposes, the Administrator or the Owner Trustee will, based on information or instruction given 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
each holder of the Residual Interest information required under the Code to enable the holder to prepare its U.S. federal and State income
tax returns, (iii) file tax returns relating to the Issuer and make elections under any applicable U.S. federal or State statute
and (iv) collect any withholding tax according to Section 4.1(d). The Administrator (or the Owner Trustee at the request of
the Administrator) will also establish and maintain, according to Section 1.704-1(b)(2)(iv) of the Treasury Regulations, a
separate bookkeeping account for the Depositor and each other person treated as an equity owner of the Issuer for U.S. federal income
tax purposes. This Section 2.11(e) will be interpreted to comply with the Treasury Regulations under Section 704 of the
Code and the Depositor is authorized to modify these provisions if necessary to comply with those regulations.


 


(f)           Partnership
Representative. If the Issuer is classified as a partnership for U.S. federal income tax purposes, the Majority Equity Holder will
(i) prepare and sign, on behalf of the Issuer, the tax returns of the Issuer and (ii) be designated as the partnership representative
of the Issuer under Section 6223(a) of the Code to the extent allowed under the law.


 






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ARTICLE III

RESIDUAL INTEREST AND TRANSFER OF INTERESTS


 


Section 3.1.         Residual
Interest. The Depositor is the initial holder of the Residual Interest. The holder of the Residual Interest will receive any amounts
not needed on a Payment Date to pay the Notes and the Issuer's other obligations under the Indenture and this Agreement, and any amounts
remaining in the Reserve Account after payment in full of the Notes and of all other amounts owing or to be distributed under the Transaction
Documents to the Secured Parties on the termination of the Issuer.


 


Section 3.2.         Registration
of Residual Interest. The Issuer appoints the Owner Trustee to be the "Trust Registrar" and to keep a register (the "Trust
Register") of the holders of the Residual Interest and transfers of the Residual Interest. If the Trust Registrar resigns, the
Administrator, on behalf of the Issuer, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations
of Trust Registrar. The "holder of the Residual Interest" will be the Person registered as the holder of the Residual Interest
on the Trust Register.


 


Section 3.3.         Transfer
of Residual Interest. The holder of the Residual Interest will be permitted to sell, transfer, assign or convey its rights in the
Residual Interest if the following conditions are satisfied:


 


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


 


(b)           Tax
Forms. The holder of the Residual Interest delivers to the Indenture Trustee and the Owner Trustee a U.S. Internal Revenue Service
Form W-9 stating that it is a "United States person" under Section 7701(a)(30) of the Code;


 


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


 


(d)           ERISA
Certification. The transferee of the Residual Interest delivers to the Indenture Trustee and the Owner Trustee a certification that
it is not, and is not acting on behalf of or investing the assets of (i) an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is subject to Title I of ERISA, (ii) a "plan" (as defined in Section 4975(e)(1) of the Code) that
is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include "plan assets" (within the
meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of the employee benefit
plan's or plan's investment in the entity, or (iv) an employee benefit plan, plan or retirement arrangement that is subject to Similar
Law; and


 


(e)           Rating
Agency Condition. If the transferee of the Residual Interest is Ford Credit or an Affiliate of Ford Credit that is not a special-purpose,
bankruptcy remote entity, the holder of the Residual Interest satisfies the Rating Agency Condition.


 






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ARTICLE IV

APPLICATION OF TRUST PROPERTY


 


Section 4.1.         Application
of Trust Property.


 


(a)           Distributions
Under Indenture. Before the satisfaction and discharge of the Indenture, all distributions of Trust Property, including any distributions
to the holder of the Residual Interest, will be made according to Article VIII of the Indenture.


 


(b)           Distributions
Following Satisfaction and Discharge of Indenture. Following the satisfaction and discharge of the Indenture, the Owner Trustee will
distribute the Trust Property as directed by the holder of the Residual Interest.


 


(c)           Funds
Deposited with Owner Trustee. All funds deposited with the Owner Trustee may be held in a non-interest bearing trust account and
are not required to be segregated from other funds, except to the extent required by law or the terms of this Agreement.


 


(d)           Withholding
Tax. If federal withholding tax is imposed on the Issuer's payments (or allocations of income) to the holder of the Residual Interest
made by the Owner Trustee, that tax will reduce the amount distributable to the holder. The Owner Trustee is authorized and directed
to retain from amounts distributable to the holder of the Residual Interest a sufficient amount for the payment of the withholding tax
that is legally owed by the Issuer. The Owner Trustee may contest the tax and withholding payment of the tax, if permitted by law, pending
the outcome. The amount of withholding tax imposed on the holder of the Residual Interest will be treated as cash distributed to the
holder at the time it is withheld by the Issuer and paid to the taxing authority. If there is a possibility that withholding tax is payable
for a distribution, the Owner Trustee may, in its sole discretion, withhold those amounts. If the holder of the Residual Interest seeks
to apply for a refund of the withholding tax, the Owner Trustee will cooperate with the holder in making the claim so long as the holder
agrees to reimburse the Owner Trustee for expenses incurred in cooperating.


 


ARTICLE V

OWNER TRUSTEE'S AUTHORITY AND OBLIGATIONS


 


Section 5.1.         General
Authority.


 


(a)           Execution
of Transaction Documents; Direction to Indenture Trustee. The Owner Trustee is authorized and directed, on behalf of the Issuer,
to (i) execute and deliver the Transaction Documents to which the Issuer is a party and the other documents required to be delivered
on the Closing Date by the Issuer under the Transaction Documents and (ii) direct the Indenture Trustee to authenticate and deliver
the Notes.


 


(b)           Actions
under Transaction Documents. The Owner Trustee is authorized, but not obligated, to take all actions required of the Issuer under
the Transaction Documents and is authorized to take actions on behalf of the Issuer, if permitted by the Transaction Documents, that
the Servicer or the Administrator directs, except if this Agreement requires the consent of the Noteholders or the holder of the Residual
Interest for the action. In addition, the Administrator is authorized to take actions on behalf of the Issuer, if permitted by the Transaction
Documents, according to the Administration Agreement.


 






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Section 5.2.         General
Obligations.


 


(a)           Obligations
Under Transaction Documents. Subject to Section 5.3, the Owner Trustee will perform the obligations of the Owner Trustee under
this Agreement and the Transaction Documents to which the Issuer is a party. The Owner Trustee will administer the Issuer in the interest
of the holder of the Residual Interest, subject to the Lien of the Indenture and according to the Transaction Documents.


 


(b)           Discharge
of Liens. The Owner Trustee will promptly take, at its own expense, action necessary to discharge a Lien (other than the Lien of
the Indenture) on the Trust Property resulting from actions by, or claims against, the Owner Trustee in its individual capacity that
are not related to the ownership or the administration of the Trust Property.


 


(c)           Obligations
Performed by Administrator. The Owner Trustee will be considered to have performed its obligations under the Transaction Documents
if the Administrator is required in the Administration Agreement to perform the obligations of the Owner Trustee or the Issuer. The Owner
Trustee will not be liable for the default or failure of the Administrator to perform its obligations under the Administration Agreement.


 


Section 5.3.         Action
Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before
taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual
Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee, acting
on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the
holder of the Residual Interest), has not notified the Owner Trustee before the 30th day after it receives notice that those Noteholders
or the holder of the Residual Interest, as applicable, have withheld consent or given alternative direction:


 


(i)          starting
or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer;


 


(ii)         amending
the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an
ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes
or the Residual Interest;


 


(iii)        appointing
or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations
under the Indenture or this Agreement; and


 


(iv)       directing
the Administrator to take any of the actions described above.


 






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Section 5.4.         Action
on Direction by Holder of Residual Interest.


 


(a)           Direction
of Owner Trustee. The Owner Trustee will take all actions, if permitted by the Transaction Documents, that the holder of the Residual
Interest directs, subject to the consent of the Noteholders, if such consent is required by the Transaction Documents.


 


(b)           Consent
to Amendments. The Owner Trustee on behalf of the Issuer will not execute, or consent to, 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
its consent.


 


Section 5.5.         Action
for Bankruptcy. The Owner Trustee may not start or pursue a voluntary proceeding in bankruptcy for the Issuer unless the Notes have
been paid in full and the holder of the Residual Interest consents to the proceeding in advance and delivers to the Owner Trustee a certificate
certifying that it reasonably believes that the Issuer is insolvent.


 


Section 5.6.         Action
on Administrator's Instruction. If (a) the Owner Trustee is unsure of the application of a term of a Transaction Document, (b) a
term of a Transaction Document is, or appears to be, in conflict with another term, (c) this Agreement permits a determination by
the Owner Trustee or is silent or is unclear about the action the Owner Trustee is required to take or (d) the Owner Trustee is
unable to decide between alternative actions permitted or required by a Transaction Document, the Owner Trustee may, and for clause (d) will,
notify the Administrator requesting instruction on the matter. If the Owner Trustee acts or does not act in good faith according to the
instruction received, the Owner Trustee will not be liable for the action or inaction. If the Owner Trustee does not receive instruction
before ten days after it has notified the Administrator (or sooner if reasonably requested in the notice or necessary under the circumstances)
it may, but is not obligated to, take or not take the action that it considers to be in the best interests of the holder of the Residual
Interest, and will not be liable for the action or inaction.


 


Section 5.7.         No
Obligations or Actions Except as Stated in Transaction Documents or Instructions. The Owner Trustee is not obligated to, and will
not, manage, use, sell or dispose of the Trust Property, except according to the rights and powers granted to and the authority given
to the Issuer and the Owner Trustee under this Agreement and the other Transaction Documents or in an instruction received by the Owner
Trustee under Section 5.4(a) or 5.6. The right of the Owner Trustee to perform a discretionary act stated in a Transaction
Document will not be interpreted as an obligation. There are no implied obligations of the Owner Trustee under the Transaction Documents.


 


Section 5.8.         Prohibition
on Some Actions. The Owner Trustee will not take action (a) that is inconsistent with the purposes of the Issuer in Section 2.3
or (b) that, to the knowledge of the Owner Trustee, would (i) cause a Class of Notes not to be treated as indebtedness
for U.S. federal 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 the deemed sale or exchange for U.S. federal
income tax purposes) or (iii) cause the Issuer or any part of the Issuer to be treated as an association (or publicly traded partnership)
taxable as a corporation for U.S. federal income tax purposes. The holder of the Residual Interest will not direct the Owner Trustee
to take action that would violate this Section 5.8.


 






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Section 5.9.         Action
Not Required. The Owner Trustee will not be required to do any of the following:


 


(a)           Actions
Resulting in Liability. To take any action under a Transaction Document if the Owner Trustee reasonably determines, or is advised
by counsel, that the action is likely to result in liability on the part of the Owner Trustee, is contrary to a Transaction Document
or is not permitted by applicable law.


 


(b)           Actions
Resulting in Financial Liability. To pay or risk funds or incur any financial liability in the performance of its rights or powers
under a Transaction Document if the Owner Trustee has reasonable grounds for believing that payment of such funds or adequate indemnity
against the risk or liability is not reasonably assured or given to it.


 


(c)           Administering
or Collection Receivables. To administer, service or collect the Receivables or to monitor or supervise the administration, servicing
or collection of the Receivables.


 


(d)           Perfecting
Security Interest. To file financing statements or continuation statements or to perfect or maintain the perfection of a security
interest or Lien granted to it under this Agreement or to prepare or file a Securities and Exchange Commission filing for the Issuer
or to record a Transaction Document.


 


(e)           Advice.
To provide advice, counsel or opinion regarding the tax, financial, investment, securities law or insurance implications and consequences
of the formation, funding and ongoing administration of the Issuer, including income, gift and estate tax issues, insurable interest
issues, doing business or other licensing matters and the initial and ongoing selection and monitoring of financing arrangements.


 


(f)            Investigation.
To make investigation about the accuracy of representations, warranties or other obligations of the Issuer under the Transaction Documents.


 


(g)           Verification.
To prepare or verify information, disclosure or other statements in the offering documents or other documents issued or delivered in
connection with the sale or transfer of the Notes, except as separately agreed by the Owner Trustee.


 


(h)           Actions
of other Parties. To monitor or supervise the activities or performance of other parties under the Transaction Documents.


 


Section 5.10.       Review
of Owner Trustee's Records. The Owner Trustee agrees that, with reasonable advance notice, it will permit authorized representatives
of the Servicer or the Administrator, during the Owner Trustee's normal business hours, to have access to and review the facilities,
processes, books of account, records, reports and other documents and materials of the Owner Trustee relating to (a) the performance
of the Owner Trustee's obligations under this Agreement, (b) payments of fees and expenses of the Owner Trustee for its performance
and (c) a claim made by the Owner Trustee under this Agreement. In addition, the Owner Trustee will permit the Servicer's or the
Administrator's representatives to make copies and extracts of any of those documents and to discuss them with the Owner Trustee's officers
and employees. Any access and review will be subject to the Owner Trustee's confidentiality and privacy policies. The Owner Trustee will
maintain all relevant books, records, reports and other documents and materials for a period of two years after the termination of its
obligations under this Agreement.


 






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Section 5.11.       Furnishing
of Documents. The Owner Trustee will provide to the Administrator and, on request from the holder of the Residual Interest (if a
different Person than the Administrator), to the holder copies of reports, notices, requests, demands, certificates and other documents
provided to the Owner Trustee under the Transaction Documents, including any requests from a Noteholder to communicate under Section 7.1(e) of
the Indenture and any Review Reports received from the Asset Representations Reviewer.


 


Section 5.12.       Sarbanes-Oxley
Act. The Owner Trustee will not be required to execute, deliver or certify on behalf of the Issuer, the Servicer, the Depositor or
the Sponsor any filings, certificates or other documents required by the Securities and Exchange Commission or required under the Sarbanes-Oxley
Act of 2002 in connection with the Transaction Documents. The Owner Trustee will provide any relevant information and Officer's Certificates
reasonably requested by the Person responsible for the filings, certificates or other documents on behalf of the Issuer.


 


Section 5.13.       Reporting
of Receivables Repurchase Demands. The Owner Trustee will (a) notify the Sponsor, the Depositor and the Servicer, as soon as
practicable and within five Business Days, of demands or requests received by a Responsible Person of the Owner Trustee (including to
the Owner Trustee on behalf of the Issuer) for the repurchase of any Receivable under Section 3.4 of the Receivables Purchase Agreement
or Section 2.5 of the Sale and Servicing Agreement, (b) promptly on request by the Sponsor, the Depositor or the Servicer,
provide to them other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act,
and Items 1104(e) and 1121(c) of Regulation AB and (c) if requested by the Sponsor, the Depositor or the Servicer, provide
a written certification no later than 15 days following the end of a quarter or year that the Owner Trustee has not received repurchase
demands or requests for that period, or if repurchase demands or requests have been received during that period, that the Owner Trustee
has given the information reasonably requested under clause (b) above. The Owner Trustee and the Issuer will not have responsibility
or liability for a filing required to be made by a securitizer under the Exchange Act or Regulation AB.


 


ARTICLE VI

OWNER TRUSTEE


 


Section 6.1.         Acceptance
of Trusts. The Owner Trustee accepts the trusts created by this Agreement and agrees to exercise its rights and powers and perform
its obligations under this Agreement.


 






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Section 6.2.         Limitations
on Liability. The Owner Trustee will not be liable under the Transaction Documents, including for the following actions, except (a) for
its own willful misconduct, bad faith or negligence (except for errors in judgment) or (b) if a representation or warranty in Section 6.6
is not true and correct as of the Closing Date:



 


(i)          the
Owner Trustee will not be liable for any action taken or not taken by it (A) according to the instructions of the Noteholders of
a majority of the Note Balance of the Controlling Class, the Indenture Trustee, the Depositor, the holder of the Residual Interest, the
Administrator or the Servicer or (B) in good faith which it believes to be authorized or within its rights and powers under this
Agreement so long as the action taken or not taken does not amount to negligence;


 


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


 


(iii)        the
Owner Trustee will not be liable for (A) the validity or sufficiency of this Agreement, (B) the due execution of this Agreement
by the Depositor, (C) the form, genuineness, sufficiency, value or validity of the Trust Property, (D) the validity or sufficiency
of the other Transaction Documents, the Notes or related documents, (E) the legality, validity and enforceability of a Receivable,
(F) the perfection and priority of a security interest created by a Receivable in a Financed Vehicle or the maintenance of any perfection
and priority, (G) 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 or
(H) the accuracy of a representation or warranty made under a Transaction Document (other than the representations and warranties
made by the Owner Trustee in Section 6.6);


 


(iv)        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 the Transaction Documents or for any action taken by the Indenture Trustee, the Administrator
or the Servicer in the name of the Owner Trustee;


 


(v)        the
Owner Trustee will not be responsible or liable for special, punitive, indirect or consequential damages (including lost profit), even
if the Owner Trustee has been advised of the likelihood of the loss or damage and regardless of the form of action; or


 


(vi)       the
Owner Trustee will not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement from
or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or
military disturbances, nuclear catastrophes, fires, floods, earthquakes, storms, hurricanes or other natural catastrophes and interruptions,
loss or failures of mechanical, electronic or communication systems, pandemics or epidemics; the Owner Trustee will use reasonable efforts
consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 






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Section 6.3.         Reliance;
Advice of Counsel; Use of Agents.


 


(a)            Reliance.
The Owner Trustee may rely on, and will not be liable to anyone for acting in reliance on, a signature, notice, resolution, request,
consent, certificate, report, opinion or other document believed by it to be genuine that appears on its face to be properly 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 a corporate party as conclusive evidence that the resolution has been duly adopted and that the resolution is in full force and
effect.


 


(b)           Advice
of Counsel. In the exercise or administration of the trusts under this Agreement and in the exercise of its rights and powers or
the performance of its obligations under the Transaction Documents, the Owner Trustee may consult with counsel, accountants and other
Persons whom the Owner Trustee selects with reasonable care. The Owner Trustee may rely on the written opinion or advice of counsel,
accountants or other Persons and will not be liable for any action taken or not taken in good faith according to such opinion or advice,
including that such action or inaction is not contrary to the Transaction Documents.


 


(c)    
        Use of Agents. In the exercise or administration of the trusts under this Agreement
and in the performance of its rights, powers and obligations under the Transaction Documents, the Owner Trustee may act directly or through
its agents or attorneys under agreements entered into with any of them and will not be liable for the conduct or misconduct of those
agents or attorneys if the Owner Trustee selects those agents or attorneys with due care.


 


Section 6.4.         Not
Acting in Individual Capacity. Except as stated 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. Any Person with
a claim against the Owner Trustee related to a Transaction Document will look only to the Trust Property for payment or satisfaction
of that claim.


 


Section 6.5.         U.S.
Bank Trust National Association May Own Notes. U.S. Bank Trust National Association, in its individual or another 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.


 


Section 6.6.         Owner
Trustee's Representations and Warranties. 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
United States. The Owner Trustee is duly qualified as a national banking association and has obtained necessary licenses and approvals
in each jurisdiction in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license
or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material
adverse effect on the Owner Trustee's ability to perform its obligations under this Agreement.


 


(b)           Power,
Authority and Enforceability. The Owner Trustee has the power and authority to execute, deliver and perform its obligations under
this Agreement. The Owner Trustee has authorized the execution, delivery and performance 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 similar laws relating to the enforcement of creditors' rights or by general equitable principles.


 






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


 


(d)           No
Proceedings. To the Owner Trustee's knowledge, there are no proceedings or investigations pending or threatened in writing, before
a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Owner
Trustee or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Notes
or the completion of the transactions contemplated by the Transaction Documents or (iii) seeking a determination or ruling that
would reasonably be expected to have a material adverse effect 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
and meets the eligibility requirements of Section 9.1.


 


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


 


Section 6.7.         Obligation
to Update Disclosure. The Owner Trustee will notify and provide information, and certify the information in an Officer's Certificate,
to the Depositor on the occurrence of any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee that
(a) may be required to be disclosed by the Depositor under Item 2 (the start of, material developments in, or termination of legal
proceedings against U.S. Bank Trust National Association that are material to the Noteholders) of Form 10-D under the Exchange Act
within five days of a Responsible Person of the Owner Trustee becoming aware of such proceeding, (b) the Depositor reasonably requests
of the Owner Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of request,
(c) may be required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank Trust National
Association as Owner Trustee) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Owner Trustee becoming
aware of the occurrence or (d) causes the information given by the Owner Trustee in a 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 five days of a Responsible Person of the Owner Trustee becoming
aware of the event or condition.


 






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ARTICLE VII

COMPENSATION AND INDEMNIFICATION OF OWNER TRUSTEE


 


Section 7.1.         Owner
Trustee's Fees and Expenses. The Issuer will pay the Owner Trustee as compensation for performing its obligations under this Agreement
a fee separately agreed on by the Issuer and the Owner Trustee. The Issuer will reimburse the Owner Trustee for its reasonable expenses
in performing its obligations under this Agreement and the other Transaction Documents, including the reasonable fees and expenses of
the Owner Trustee's agents, counsel and advisors, but excluding expenses resulting from the Owner Trustee's willful misconduct, bad faith
or negligence (other than errors in judgment).


 


Section 7.2.         Indemnification
of Owner Trustee.


 


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


 


(b)           Proceedings.
If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 7.2(a),
promptly notify the Depositor and the Administrator of the Proceeding. The Depositor or the Administrator may participate in and assume
the defense and settlement of a Proceeding at its expense. If the Depositor or the Administrator notifies the Indemnified Person of its
intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the
Depositor or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the
Depositor or the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict
between the interests of the Depositor or the Administrator, as applicable, and an Indemnified Person. If there is a conflict, the Depositor
or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a
Proceeding may be made without the approval of the Depositor or the Administrator and the Indemnified Person, which approval will not
be unreasonably withheld.


 






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(c)           Survival
of Obligations. The obligations of the Depositor and the Administrator under this Section 7.2 will survive the resignation or
removal of the Owner Trustee and the termination of this Agreement.


 


(d)           Repayment.
If the Depositor or the Administrator makes a payment to an Indemnified Person under this Section 7.2 and the Indemnified Person
later collects from others any amounts for which the payment was made, the Indemnified Person will promptly repay those amounts to the
Depositor or the Administrator, as applicable.


 


(e)    
        Other Assets. The Depositor's obligations under this Section 7.2 are obligations
solely of the Depositor and are not a claim against the Depositor if the Depositor does not have funds sufficient to make payment of
those 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. If the Owner Trustee either (i) asserts an interest or claim to, or benefit
from, the Other Assets or (ii) is considered to have an interest, claim to, or benefit in or from the Other Assets, whether by operation
of law, legal process, under insolvency laws or otherwise (including under Section 1111(b) of the Bankruptcy Code), then the
Owner Trustee further acknowledges and agrees that the interest, claim or benefit in or from the Other Assets is subordinated to the
indefeasible payment in full of the other obligations and liabilities, which, under the documents relating to the securitization or conveyance
of those Other Assets, are entitled to be paid from or to the benefits of, or are secured by, those Other Assets (whether or not the
entitlement or security interest is legally perfected or 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 those
other obligations and liabilities. This subordination agreement is 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(e) and
this Section 7.2(e) may be enforced by an action for specific performance. This Section 7.2(e) is for the third party
benefit of the holders of the other obligations and liabilities and will survive the termination of this Agreement.


 


Section 7.3.         Organizational
Expenses of Issuer. The Depositor will, or will cause the Administrator to, pay the organizational fees and expenses of the Issuer.


 


ARTICLE VIII

TERMINATION


 


Section 8.1.         Termination
of Trust Agreement and Issuer.


 


(a)           Termination
of Trust Agreement and Issuer. The Issuer will dissolve, on the later to occur of (i) the final distribution by the Owner Trustee
of all Trust Property according to the Indenture, the Sale and Servicing Agreement and Article IV and (ii) the satisfaction
and discharge of the Indenture under Article IV of the Indenture. An Insolvency Event, liquidation or dissolution of the Depositor
will not (A) operate to terminate this Agreement or the Issuer, (B) allow the Depositor's legal representatives to claim an
accounting or to start an action or proceeding in court for a partition or winding up of the Issuer or the Trust Property or (C) affect
the rights, powers, obligations and liabilities of the parties to this Agreement. On dissolution of the Issuer, the Owner Trustee, at
the direction of the Administrator, 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)           Depositor
May Not Terminate Issuer. The Depositor may not cancel or terminate the Issuer.


 


(c)           Trust
Property; Certificate of Cancellation. On dissolution of the Issuer, any remaining Trust Property will be distributed to the holder
of the Residual Interest, and on completion of the windup, the Owner Trustee will cause the Certificate of Trust to be cancelled by preparing,
executing and filing a certificate of cancellation as required by the Delaware Statutory Trust Act. On the filing of the certificate
of cancellation, this Agreement and the Owner Trustee's rights, powers and obligations under this Agreement will simultaneously terminate.
The Owner Trustee will promptly deliver a file-stamped copy of the certificate of cancellation to the Administrator.


 


ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES


 


Section 9.1.         Eligibility
Requirements for Owner Trustee.


 


(a)   
         Eligibility Requirements. 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 acceptable to the Rating Agencies. If the Owner Trustee publishes reports of condition at
least annually, under law or the requirements of its supervising or examining authority, then for the purpose of this Section 9.1,
the combined capital and surplus of the Owner Trustee will be considered to be its combined capital and surplus as stated in its most
recent published report.


 


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


 


(c)           Notice
of Ineligibility. The Owner Trustee will promptly notify the Depositor and the Administrator if it no longer meets the eligibility
requirements in this Section 9.1.


 


Section 9.2.         Resignation
or Removal of Owner Trustee.


 


(a)   
         Resignation. The Owner Trustee may resign by notifying the Depositor and
the Administrator at least 30 days in advance. The Owner Trustee must resign immediately if it no longer meets the eligibility requirements
in Section 9.1 or is legally unable to act as Owner Trustee.


 


(b)           Removal
by Administrator. The Administrator may, without cause, remove the Owner Trustee and terminate its rights and obligations under this
Agreement by notifying the Owner Trustee at least 30 days in advance.


 






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(c)           Removal
for Cause. The Administrator will, if any of the following events occurs and is continuing, remove the Owner Trustee and terminate
its rights and obligations under this Agreement by notifying the Owner Trustee:


 


(i)          the
Owner Trustee no longer meets the eligibility requirements in Section 9.1;


 


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


 


(iii)        an
Insolvency Event of the Owner Trustee occurs.


 


(d)           Notice
of Resignation or Removal. The Administrator will notify the Depositor, the Indenture Trustee and the Rating Agencies of any resignation
or removal of the Owner Trustee.


 


(e)           Continue
to Perform. No resignation or removal of the Owner Trustee will be effective, and the Owner Trustee will continue to perform its
obligations under this Agreement, until a successor Owner Trustee has accepted its engagement according to Section 9.3(b).


 


Section 9.3.         Successor
Owner Trustee.


 


(a)           Appointment
of Successor Owner Trustee. If the Owner Trustee resigns or the Administrator removes the Owner Trustee, the Administrator will promptly
appoint a successor Owner Trustee who meets the eligibility requirements in Section 9.1. If no successor Owner Trustee is appointed
and has accepted the appointment within 30 days after the Administrator receives notice of the resignation or removal of the Owner Trustee,
the Owner Trustee may petition a court of competent jurisdiction to appoint a successor Owner Trustee. No successor Owner Trustee may
accept appointment under this Section 9.3 unless, at the time of the acceptance, the successor Owner Trustee meets the eligibility
requirements in Section 9.1.


 


(b)           Effectiveness
of Resignation or Removal. No resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee under this
Section 9.3 will become effective until (i) the successor Owner Trustee accepts its appointment as the Owner Trustee under
Section 9.3(a) by executing and delivering to the Administrator an agreement accepting its appointment under this Agreement
and (ii) the successor Owner Trustee files the certificate of amendment to the Certificate of Trust referred to in Section 9.3(e).


 


(c)           Transition
of Owner Trustee Obligations. On the resignation or removal of the Owner Trustee becoming effective under Section 9.3(b), all
rights, powers and obligations of the Owner Trustee under this Agreement will become the rights, powers and obligations of the successor
Owner Trustee. The Owner Trustee will deliver to the successor Owner Trustee all documents and amounts held by it under this Agreement,
and the Administrator and the Owner Trustee will execute and deliver any documents and do other things reasonably required to confirm
in the successor Owner Trustee those rights, powers and obligations. The Depositor will reimburse the Owner Trustee and any successor
Owner Trustee for expenses related to the replacement of the Owner Trustee if those amounts have not been paid under Section 8.2
of the Indenture.


 






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(d)           Notification.
On the acceptance of appointment by a successor Owner Trustee under this Section 9.3, the Administrator will notify the Depositor,
the Indenture Trustee, the Noteholders and the Rating Agencies of the successor Owner Trustee.


 


(e)           Certificate
of Amendment. A 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 the successor Owner
Trustee in the State of Delaware. The successor Owner Trustee will promptly deliver a file-stamped copy of the certificate of amendment
to the Administrator.


 


Section 9.4.         Merger
or Consolidation; Transfer of Assets. If the Owner Trustee merges or consolidates with, or transfers its corporate trust business
or assets to, any Person, the resulting, surviving or transferee Person will be the successor Owner Trustee so long as that Person is
qualified and eligible under Section 9.1. The Owner Trustee will (i) notify the Issuer and the Administrator (who will notify
the Rating Agencies) of the merger or consolidation within 15 Business Days of the event and (ii) file a certificate of amendment
to the Certificate of Trust as required by Section 9.3(e).


 


Section 9.5.         Appointment
of Separate Trustee or Co-Trustee.


 


(a)           General.
For the purpose of meeting a legal requirement of any jurisdiction in which the Trust Property or a Financed Vehicle may be located,
the Administrator and the Owner Trustee acting jointly will have the power 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 the Issuer, and to vest in
that Person, in that capacity, the title to the Trust Property, and, subject to this Section 9.5, the trusts, rights, powers and
obligations as the Administrator and the Owner Trustee consider necessary or advisable. If the Administrator has not joined in the appointment
within 15 Business Days of its receipt of a request so to do, the Owner Trustee will have the power to make the appointment. No separate
trustee or co-trustee under this Agreement will be required to be eligible under Section 9.1 and no notice of the appointment of
a separate trustee or co-trustee is required.


 


(b)           Rights;
Liability; Resignation or Removal. Each separate trustee and co-trustee will, if permitted by law, be appointed and act subject to
the following:


 


(i)          all
rights, powers and obligations of the Owner Trustee will be exercised or performed by the Owner Trustee and the separate trustee or co-trustee
jointly (it being understood that the separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining
in the act), except if under the law of each jurisdiction in which a particular act or acts are to be performed, the Owner Trustee is
incompetent or unqualified to perform the act or acts, in which event the rights, powers and obligations (including the holding of title
to any Trust Property) may be exercised and performed separately by the separate trustee or co-trustee;


 


(ii)         no
trustee under this Agreement will be personally liable for any act or failure to act by another trustee under this Agreement; and


 






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


 


(c)           Joint
or Separate Trusts. Any notice, request or other communication given to the Owner Trustee will be considered given to each of the
then separate trustees and co-trustees, as if given to each of them. Every appointment of a separate trustee or co-trustee must refer
to this Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, on its acceptance of the appointment,
will be vested with the properties, trusts, rights and powers stated in its appointment, either jointly with the Owner Trustee or separately.
The Owner Trustee will keep a copy of the appointment in its files and will deliver a copy to the Administrator.


 


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


 


Section 9.6.         Compliance
with Delaware Statutory Trust Act. The Issuer must have at least one trustee that meets the requirements of Section 3807(a) of
the Delaware Statutory Trust Act.


 


ARTICLE X

OTHER AGREEMENTS


 


Section 10.1.       Limitation
on Rights of Others. Except for Sections 2.6, 7.2 and 11.1, this Agreement is solely for the benefit of the Owner Trustee, the Depositor,
the Administrator, the Servicer, the holder of the Residual Interest and the Indenture Trustee and the Secured Parties. Nothing in this
Agreement (other than Section 2.6), will give to any other Person any legal or equitable right, remedy or claim in the Trust Property
or under this Agreement.


 


Section 10.2.       No
Petition. The Owner Trustee agrees that, before the date that is one year and one day (or, if longer, any applicable preference period)
after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or
(b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor
or (ii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings
under any bankruptcy or similar law. This Section 10.2 will survive the resignation or removal of the Owner Trustee under this Agreement
and the termination of this Agreement.


 


ARTICLE XI

MISCELLANEOUS


 


Section 11.1.       Amendments.


 


(a)           Amendments
to Clarify and Correct Errors and Defects. The parties may amend this Agreement to (i) clarify an ambiguity, correct an error
or correct or supplement any term of this Agreement that may be inconsistent with the other terms of this Agreement or any prospectus
or offering memorandum related to the Notes, or (ii) provide for, or facilitate the acceptance of this Agreement by, a successor
Owner Trustee, in each case, without the consent of the Noteholders or any other Person.


 






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(b)           Other
Amendments. The parties may amend this Agreement to add, change or eliminate terms for this Agreement if:


 


(i)          the
holder of the Residual Interest delivers an Officer's Certificate to the Indenture Trustee and the Owner Trustee stating that the amendment
will not have a material adverse effect on the Notes or, if such Officer's Certificate is not or cannot be delivered, the consent of
the Noteholders of a majority of the Note Balance of each Class of the Notes Outstanding (with each Class voting separately,
except that all Noteholders of the Class A Notes will vote together as a single class) is received;


 


(ii)         the
holder of the Residual Interest delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee stating that the amendment
will not (A) cause a 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)        the
consent of the Indenture Trustee is received if the amendment has a material adverse effect on the rights or obligations of the Indenture
Trustee, which consent will not be unreasonably withheld.


 


(c)           Amendments
Requiring Consent of all Affected Noteholders. No amendment to this Agreement may, without the consent of all affected Noteholders,
(i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of,
Collections or distributions that are required to be made to the Secured Parties or (ii) reduce the percentage of the Note Balance
of the Notes required to consent to any amendment.


 


(d)           Notice
of Amendments. The Administrator will notify the Rating Agencies in advance of any amendment. Promptly after the execution of an
amendment, (i) the Administrator will deliver a copy of the amendment to the Rating Agencies and (ii) the Owner Trustee will
notify the Indenture Trustee of the substance of the amendment or consent.


 


(e)           Certificate
of Amendment. Promptly after the execution of any certificate of amendment to the Certificate of Trust, the Owner Trustee will cause
the amendment to be filed with the Secretary of State of the State of Delaware. The Owner Trustee will promptly deliver a file-stamped
copy of the certificate of amendment to the Administrator.


 


(f)   
         Amendment by Owner Trustee. The Owner Trustee may enter into any amendment
or certificate of amendment to the Certificate of Trust that affects the Owner Trustee's own rights, powers and obligations under this
Agreement.


 






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(g)           Opinions
of Counsel.


 


(i)          Before
executing any amendment to this Agreement or certificate of amendment to the Certificate of Trust, the holder of the Residual Interest
will deliver to the Owner Trustee an Opinion of Counsel stating that the execution of the amendment or certificate of amendment is authorized
or permitted by this Agreement.


 


(ii)         Before
executing any amendment to this Agreement or any other Transaction Document to which the Issuer is a party, the holder of the Residual
Interest will deliver to the Owner Trustee an Opinion of Counsel stating that the amendment is permitted by the Transaction Documents
and that all conditions in the Transaction Documents for the execution and delivery of the amendment by the Issuer or the Owner Trustee
have been satisfied.


 


(h)           Noteholder
Consent. For any amendment to this Agreement or any other Transaction Document requiring the consent of the Noteholders, the Owner
Trustee will notify the Indenture Trustee to request consent from the Noteholders and follow its reasonable procedures to obtain consent.


 


Section 11.2.       Benefit
of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted
successors and assigns. The Administrator, the Servicer, the holder of the Residual Interest, the Indenture Trustee and the Secured Parties
will be third-party beneficiaries of this Agreement and may enforce this Agreement according to its terms. Subject to Section 10.1,
no other Person will have any right or obligation under this Agreement.


 


Section 11.3.       Notices.


 


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


 


(i)          for
overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed
to the recipient;


 


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


 


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


 


(iv)        for
an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement
of confirmation of receipt) stating that the electronic posting has been made.


 


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


 






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(c)           Notices
to Noteholders. Notices to a Noteholder will be considered received by the Noteholder:


 


(i)          for
Definitive Notes, for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the
mail properly addressed to the Noteholder at its address in the Note Register; and


 


(ii)         for
Book-Entry Notes, when delivered under the procedures of the Clearing Agency, whether or not the Noteholder actually receives the notice.


 


Section 11.4.       GOVERNING
LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT
TO PRINCIPLES OF CONFLICT OF LAWS.


 


Section 11.5.       WAIVER
OF JURY TRIAL. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL
PROCEEDINGS RELATING TO THIS AGREEMENT.


 


Section 11.6.       Severability.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement
and will not affect the validity, legality or enforceability of the remaining Agreement.


 


Section 11.7.       Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 


Section 11.8.       Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one
document.


 


[Remainder of Page Left
Blank]


 






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EXECUTED BY:


 


		 	FORD CREDIT AUTO RECEIVABLES TWO
    LLC,
 as Depositor
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:	Ryan Hershberger
		 	 	Title:	President and Assistant
    Treasurer
	 	 	 	 	 
	 	 	 	 	 
		 	U.S. BANK TRUST NATIONAL ASSOCIATION,

    as Owner Trustee
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	 
	 	 	 	Name:	 
		 	 	Title:	 




 


[Signature
Page to Amended and Restated Trust Agreement]


 






     


     


    

 


Exhibit A


 


FORM OF CERTIFICATE
OF TRUST OF

FORD CREDIT AUTO OWNER TRUST 2022-D


 


This Certificate
of Trust of FORD CREDIT AUTO OWNER TRUST 2022-D (the "Trust") is being duly executed and filed by U.S. Bank Trust National
Association, a national banking association, as owner trustee (the "Owner Trustee"), to form a statutory trust under
the Delaware Statutory Trust Act (12 Delaware Code, § 3801 et seq.) (the "Act").


 


1.           Name.
The name of the statutory trust formed by this Certificate of Trust is "Ford Credit Auto Owner Trust 2022-D".


 


2.           Owner
Trustee. The name and business address of the sole trustee of the Trust in the State of Delaware is U.S. Bank Trust National Association,
Corporate Trust Services, 1011 Centre Road, Suite 203, Wilmington, Delaware 19805.


 


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


 


The undersigned,
being the sole trustee of the Trust, has executed this Certificate of Trust according to Section 3811(a)(1) of the Act.


 





	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION,

    not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 	Name:	 
	 	 	 	Title:	 



 






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