Amended and Restated Trust Agreement


    
      

    

     

     

     

     

    
      

    

     

     

    


     

    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 2006-A

    


    Dated
      as
      of February 1, 2006

    


    


    


     

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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

              	
                3

              
	 	
                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

              	
                6

              
	 	 	 	 
	 	
                Section
                  3.1

              	
                The
                  Residual Interest

              	
                6

              
	 	
                Section
                  3.2

              	
                Registration
                  of Residual Interests; Transfer of the Residual Interest

              	
                7

              
	 	
                Section
                  3.3

              	
                Capital
                  Accounts

              	
                8

              
	 	
                Section
                  3.4

              	
                Maintenance
                  of Office or Agency

              	
                9

              
	 	
                Section
                  3.5

              	
                Distributions
                  to the Holder of the Residual Interest

              	
                9

              
	 	 	 	 
	
                ARTICLE
                  IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

              	
                9

              
	 	 	 	 
	 	
                Section
                  4.1

              	
                Application
                  of Trust Funds

              	
                9

              
	 	
                Section
                  4.2

              	
                Method
                  of Payment

              	
                10

              
	 	 	 	 
	
                ARTICLE
                  V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

              	
                10

              
	 	 	 	 
	 	
                Section
                  5.1

              	
                General
                  Authority

              	
                10

              
	 	
                Section
                  5.2

              	
                General
                  Duties

              	
                10

              
	 	
                Section
                  5.3

              	
                Action
                  upon Prior Notice with Respect to Certain Matters

              	
                10

              
	 	
                Section
                  5.4

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

              	
                11

              
	 	
                Section
                  5.5

              	
                Action
                  with Respect to Bankruptcy

              	
                11

              
	 	
                Section
                  5.6

              	
                Action
                  upon Instruction

              	
                11

              
	 	
                Section
                  5.7

              	
                No
                  Duties Except as Specified in this Agreement or in
                  Instructions

              	
                12

              
	 	
                Section
                  5.8

              	
                No
                  Action Except Under Specified Documents or Instructions

              	
                12

              
	 	
                Section
                  5.9

              	
                Prohibition
                  on Certain Actions

              	
                12

              
	 	
                Section
                  5.10

              	
                Audits
                  of the Owner Trustee

              	
                12

              


      

       

      
        
          
          

        

        
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                Section
                  5.11

              	
                Furnishing
                  of Documents

              	
                13

              
	 	
                Section
                  5.12

              	
                Sarbanes-Oxley
                  Act

              	
                13

              
	 	
                Section
                  5.13

              	
                Maintenance
                  of Licenses

              	
                13

              
	 	 	 	 
	
                ARTICLE
                  VI REGARDING THE OWNER TRUSTEE

              	
                13

              
	 	 	 	 
	 	
                Section
                  6.1

              	
                Acceptance
                  of Trusts and Duties

              	
                13

              
	 	
                Section
                  6.2

              	
                Representations
                  and Warranties of the Owner Trustee

              	
                15

              
	 	
                Section
                  6.3

              	
                Reliance;
                  Advice of Counsel

              	
                16

              
	 	
                Section
                  6.4

              	
                Not
                  Acting in Individual Capacity

              	
                16

              
	 	
                Section
                  6.5

              	
                U.S.
                  Bank Trust May Own Notes

              	
                16

              
	 	
                Section
                  6.6

              	
                Duty
                  to Update Disclosure

              	
                16

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

              	
                17

              
	 	
                Section
                  7.1

              	
                Owner
                  Trustee’s Fees and Expenses

              	
                17

              
	 	
                Section
                  7.2

              	
                Indemnification
                  of the Owner Trustee

              	
                17

              
	 	
                Section
                  7.3

              	
                Organizational
                  Expenses of the Issuer

              	
                18

              
	 	
                Section
                  7.4

              	
                Certain
                  Expenses of the Indenture Trustee

              	
                18

              
	 	 	 	 
	
                ARTICLE
                  VIII TERMINATION

              	 	 	
                19

              
	 	 	 	 
	 	
                Section
                  8.1

              	
                Termination
                  of Trust Agreement

              	
                19

              
	 	 	 	 
	
                ARTICLE
                  IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

              	
                19

              
	 	 	 	 
	 	
                Section
                  9.1

              	
                Eligibility
                  Requirements for the Owner Trustee

              	
                19

              
	 	
                Section
                  9.2

              	
                Resignation
                  or Removal of the Owner Trustee

              	
                20

              
	 	
                Section
                  9.3

              	
                Successor
                  Owner Trustee

              	
                20

              
	 	
                Section
                  9.4

              	
                Merger
                  or Consolidation of the Owner Trustee

              	
                21

              
	 	
                Section
                  9.5

              	
                Appointment
                  of Separate Trustee or Co-Trustee

              	
                21

              
	 	
                Section
                  9.6

              	
                Compliance
                  with Delaware Statutory Trust Act

              	
                22

              
	 	 	 	 
	
                ARTICLE
                  X MISCELLANEOUS

              	
                23

              
	 	 	 	 
	 	
                Section
                  10.1

              	
                Supplements
                  and Amendments

              	
                23

              
	 	
                Section
                  10.2

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

              	
                25

              
	 	
                Section
                  10.3

              	
                Limitation
                  on Rights of Others

              	
                25

              
	 	
                Section
                  10.4

              	
                Notices

              	
                25

              
	 	
                Section
                  10.5

              	
                GOVERNING
                  LAW

              	
                26

              
	 	
                Section
                  10.6

              	
                WAIVER
                  OF JURY TRIAL

              	
                26

              
	 	
                Section
                  10.7

              	
                Severability

              	
                26

              
	 	
                Section
                  10.8

              	
                Counterparts

              	
                26

              
	 	
                Section
                  10.9

              	
                Headings

              	
                26

              


      

       

      
        
          
          

        

        
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                Section
                  10.10

              	
                No
                  Petition

              	
                26

              
	 	 	 	 
	
                Exhibit
                  A

              	
                Form
                  of Certificate of Trust

              	
                A-1

              


      

       

    

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    AMENDED
      AND RESTATED TRUST AGREEMENT, dated as of February 1, 2006 (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 2006-A.

    


    BACKGROUND

    


    The
      parties to this Agreement wish to amend and restate the interim Trust Agreement,
      dated as of November 1, 2005, between the Depositor and the Owner Trustee as
      set
      forth in this Agreement.

    


    ARTICLE
      I

    USAGE
      AND
      DEFINITIONS

    


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

    


    ARTICLE
      II

    ORGANIZATION
      OF THE TRUST

     

    Section
      2.1    Name.
      The trust created by this Agreement will be known as “Ford Credit Auto Owner
      Trust 2006-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 will be 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 November 1, 2005, the Depositor contributed to the Owner Trustee the
      amount of $1. The Owner Trustee acknowledges receipt in trust from the
      Depositor, as of such date, of such contribution, which constitutes the initial
      Trust Property. On the Closing Date, the Depositor will sell to the Issuer
      the
      Trust Property in exchange for the Notes.

    


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

    


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


    
      
        
        

      

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

    


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

    


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

    


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

    


    Section
      2.9    Situs
      of Issuer.
      The Issuer will be administered in the State of Delaware. All bank accounts
      maintained by the Owner Trustee on behalf of the Issuer will be located in
      the
      State of Delaware. The Issuer will not have any employees in any state other
      than the State of Delaware, except that the Owner Trustee 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.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (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.

    


    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 


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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



    
      
        
        

      

      
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    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.

    


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

    


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

    


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

    


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

    


    ARTICLE
      III

    RESIDUAL
      INTEREST AND TRANSFER OF INTERESTS 

     

    Section
      3.1    The
      Residual Interest.

    


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

    


    (b)    The
      Depositor may exchange its Residual Interest for additional securities issued
      by
      the Issuer pursuant to one or more supplemental indentures to the Indenture
      or
      amendments to this Agreement. Such additional securities may consist of one
      or
      more classes of 


    
      
        
        

      

      
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    notes,
      certificates or other securities, as directed by the Depositor, each having
      the
      characteristics, rights and obligations as may be directed by the Depositor
      (which may include subordination to one or more other classes of such additional
      securities), provided:

    


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

    


    (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, taken as whole, 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 to
      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 


    
      
        
        

      

      
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    any
      Person that is treated as being an entity separate from Ford Credit for U.S.
      federal income tax purposes if the following conditions are
      satisfied:

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
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    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 4.2 and Section 8.1. The Owner Trustee will hold all sums
      held by it for distribution to the holder of the Residual Interest in trust
      for
      the benefit of the holder of the Residual Interest until such sums are
      distributed to the holder of the Residual Interest.

    


    ARTICLE
      IV

    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

     

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

    


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

    


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

    


    (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.


    
      
        
        

      

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

    


    ARTICLE
      V

    AUTHORITY
      AND DUTIES OF THE OWNER TRUSTEE 

     

    Section
      5.1    General
      Authority.

    


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

    


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

    


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

    


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

    


    (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;


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


    Section
      5.6    Action
      upon Instruction.

    


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

    


    (b)    If
      (i)
      the Owner Trustee is unsure as to the application of any provision of any Basic
      Document, (ii) any provision of any Basic Document is, or appears to be, in
      conflict with any other applicable provision, (iii) this Agreement permits
      any
      determination by the Owner Trustee or is silent or is incomplete as to the
      course of action that the Owner Trustee is required to take with respect to
      a
      particular set of facts or (iv) the Owner Trustee is unable to decide between
      alternative courses of action permitted or required by any Basic Document,
      the
      Owner Trustee may, and with respect to clause (iv) will, notify the
      Administrator requesting instruction and, to the extent that the Owner Trustee
      acts or refrains from acting in good faith in accordance 


    
      
        
        

      

      
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    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.

    


    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



    
      
        
        

      

      
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    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.

    


    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):


    
      
        
        

      

      
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    (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;

    


    (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.


    
      
        
        

      

      
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    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.

    


    (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, (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.


    
      
        
        

      

      
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    (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 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.

    


    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
      


    
      
        
        

      

      
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    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 


    
      
        
        

      

      
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    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.

    


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

    


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

    


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


    
      
        
        

      

      
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    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.

    


    (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 


    
      
        
        

      

      
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    the
      Owner
      Trustee ceases to be eligible in accordance with this Section 9.1, it must
      resign immediately in the manner and with the effect specified in Section
      9.2.

    


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


     

    Section
      9.2    Resignation
      or Removal of the Owner Trustee.

    


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

    


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

    


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

    


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

    


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

    


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

    


    (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 


    
      
        
        

      

      
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    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 


    
      
        
        

      

      
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    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.

    


    (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.


    
      
        
        

      

      
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    ARTICLE
      X

    MISCELLANEOUS

    


     

    Section
      10.1    Supplements
      and Amendments.

    


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

    


    (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 


    
      
        
        

      

      
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    at
      least
      a majority of the Note Balance of the Notes Outstanding consent to such
      amendment; and

    


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

    


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

    


    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.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    (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.

    


    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.


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    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.

    


    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.


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    
      	
              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/
              Barbara A. Nastro 	 
	 	 	
              Name:
                Barbara A. Nastro

            	 
	 	 	
              Title:  
                Vice President

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF
      CERTIFICATE OF TRUST

    


    AMENDED
      AND RESTATED CERTIFICATE OF TRUST OF

    FORD
      CREDIT AUTO OWNER TRUST 2006-A

    


    This
      Amended and Restated Certificate of Trust of Ford Credit Auto Owner Trust 2006-A
      (the “Trust”)
      is
      being duly executed and filed by U.S. Bank Trust National Association, as owner
      trustee (the “Owner
      Trustee”),
      to
      form a statutory trust under the Delaware Statutory Trust Act (12 Delaware
      Code,
§ 3801 et seq.)
      (the
“Act”).

    


    1.
      Name.
      The
      name of the statutory trust formed hereby is Ford Credit Auto Owner Trust
      2006-A.

    


    2.
      Owner
      Trustee.
      The
      name and business address of the sole trustee of the Issuer in the State of
      Delaware is U.S. Bank Trust National Association, 1209 Orange Street,
      Wilmington, Delaware 19801.

    


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

     

     

     

     

    
 

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


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

    


    
      	 	
              U.S.
                BANK TRUST NATIONAL ASSOCIATION,

            	 
	 	
              not
                in its individual capacity but solely as Owner Trustee under an Amended
                and Restated Trust Agreement dated as of February 1, 2006

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Name:
                

            	 
	 	 	
              Title:  
                

            	 


    

     

     

     

     

    
 

    A-2