ex4_2.htm


     

    
      

    

    Exhibit
      4.2

     

    SECOND
      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 2008-A

     

    Dated
      as
      of January 1, 2008

     

     

    
      
        

      
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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

              	
                3

              
	 	
                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

              	
                9

              
	 	
                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
                5.11

            	
              Furnishing
                of Documents

            	
              11

            
	 	
              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

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                Exhibit
                  A

              	
                Form
                  of Certificate of Trust

              	
                A-1

              
	 	
                Exhibit
                  B

              	
                Form
                  of Certificate of Amendment to Certificate of Trust

              	
                B-1

              


      

       

    

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

        

    SECOND
      AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 1, 2008 (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 2008-A.

     

    BACKGROUND

     

    The
      parties to this Agreement wish to amend and restate in its entirety the First
      Amended and Restated Trust Agreement, dated as of November 19, 2007, between
      the
      Depositor and the Owner Trustee, which amended and restated the original Trust
      Agreement, dated as of October 13, 2006, between the Depositor and the Owner
      Trustee.

     

    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
2008-A",
      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, a certificate of amendment to certificate of
      trust substantially in the
      form of Exhibit B
and any other
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.

     

    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

        

    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.

     

    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 Issueris
      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 Issueris
      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:

        

    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

        

    (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);

     

    (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;

        

    
      
        
          
          

        

        
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    (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

     

    (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 Issueris
      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.  Upon
      request of the Depositor, the
      Owner  Trustee
      will establish and
      maintain the Trust Distribution Account as provided in Section 4.1 of the
Sale and
      Servicing
      Agreement.  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.

        

    
      
        
          
          

        

        
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    (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.

     

    (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 Issueris
      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.

     

    
      
        
          
          

        

        
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    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:

     

    (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
      Issueris
      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;

        

    
      
        
          
          

        

        
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    (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 and meets the eligibility
      requirements of
      Section 9.1(a).

     

    (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 anaction
      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.  The Owner
      Trustee will promptly notify the Depositor and the Administrator if it ceases
      to
      satisfy the requirements
      of this Section 9.1.

     

    (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.

        

    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

            

    (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.

        

    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

        

    (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.

     

    (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
      beno
      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

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    


    


    FORM
      OF
      CERTIFICATE OF TRUST OF

    FORD
      CREDIT AUTO OWNER TRUST 2007-C

    


    This
      Certificate of Trust of FORD CREDIT AUTO OWNER TRUST 2007-C (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 etseq.)
      (the "Act").

    


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

    


    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,
      300
      Delaware Avenue, 9th Floor, Corporate Trust, Wilmington, Delaware
      19801.

    


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

    


    IN
      WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
      executed this Certificate of Trust as of the date first above written in
      accordance with 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:

            


    

     

    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

    


    


    STATE
      OF
      DELAWARE

    FORM
      OF
      CERTIFICATE OF AMENDMENT TO

    CERTIFICATE
      OF TRUST

     

    Pursuant
      to Title 12, Section 3810(b) of the Delaware Statutory Trust Act, the
      undersigned Trust executes the following Certificate of Amendment:

    


    1.  The
      name of the statutory trust is Ford Credit Auto Owner Trust 2007-C.

    


    2.  The
      Certificate of Trust is hereby amended as follows:

    


    Clause
      1
      of the Certificate of Trust is amended by changing the name of the statutory
      trust thereof, so that, as amended, Clause 1 shall read as follows:

    


    “The
      name
      of the statutory trust formed hereby is Ford Credit Auto Owner Trust
      2008-A.”

    


    3.
      This
      Certificate of Amendment shall be effective upon filing.

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate on the 19th
      day
      of November, 2007.

     

    


    
      	 	U.S.
              BANK TRUST NATIONAL ASSOCIATION,
	 	not
              in its individual capacity but solely as Owner Trustee
	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

     

    B-1