ex4_2.htm


     

    Exhibit
4.2

    Execution
Copy

    


     

    
      
        

      

    

     

     

    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 2009-B

     

     

    


     

     

    Dated as
of May 1, 2009

     

     

    
      
        

      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      
        	
                ARTICLE
      I

              	
                USAGE
      AND DEFINITIONS

              	
                1

              
	
                Section
      1.1.

              	
                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.

              	
                3

              
	
                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

              
	
                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

              


      

    


    
      
         


      

      
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                      Section
      6.4.

                    	
                      Not
      Acting in Individual Capacity

                    	
                      16

                    
	
                      Section
      6.5.

                    	
                      U.S.
      Bank Trust National Association May Own Notes

                    	
                      16

                    
	
                      Section
      6.6.

                    	
                      Duty
      to Update Disclosure

                    	
                      17

                    
	
                      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.

                    	
                      21

                    
	
                      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

                    	
                      23

                    
	
                      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

                    
	
                      Section
      10.10.

                    	
                      No
      Petition

                    	
                      26

                    
	 	 	 
	 Exhibit
      A	 Form
      of Certificate of Trust 	A-1 


            

          

        

      

    

                          


    
      
         


      

      
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    AMENDED
AND RESTATED TRUST AGREEMENT, dated as of May 1, 2009 (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 2009-B.

     

    BACKGROUND

     

    The
parties to this Agreement wish to amend and restate in its entirety the original
Trust Agreement, dated as of October 31, 2008, between the Depositor and the
Owner Trustee.

     

    ARTICLE
I

    USAGE AND
DEFINITIONS

     

    Section
1.1.                                Usage and
Definitions.  Capitalized terms used but not otherwise defined
in this Agreement are defined in Appendix A to the Sale and Servicing Agreement,
dated as of May 1, 2009, among Ford Credit Auto Owner Trust 2009-B, as Issuer,
Ford Credit Auto Receivables Two LLC, as Depositor and Ford Motor Credit Company
LLC, as Servicer.  Appendix A also contains rules as to usage
applicable to this Agreement.  Appendix A is incorporated by reference
into this Agreement.

     

    ARTICLE
II

    ORGANIZATION
OF THE TRUST

     

    Section
2.1.                                Name.  The
trust was created and is known as "Ford Credit Auto Owner Trust 2009-B", in
which name the Owner Trustee may conduct the activities of the Issuer, make and
execute contracts and other instruments on behalf of the Issuer and sue and be
sued on behalf of the Issuer.

     

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

     

    Section
2.3.                                Purposes
and Powers.

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    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,

     


    
      
         


      

      
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    valid and
binding obligation of the Depositor enforceable against the Depositor, except as
may be limited by insolvency, bankruptcy, reorganization or other laws relating
to the enforcement of creditors' rights or by general equitable
principles.

     

    (c)           No Conflicts and No
Violation.  The consummation of the transactions contemplated
by the Basic Documents to which the Depositor is a party and the fulfillment of
the terms of the Basic Documents to which the Depositor is a party will not: (i)
conflict with or result in a material breach of the terms or provisions of, or
constitute a default under any indenture, mortgage, deed of trust, loan
agreement, guarantee or similar agreement or instrument under which the
Depositor is a debtor or guarantor, (ii) result in the creation or imposition of
any Lien 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 effect 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 will 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

     


    
      
         


      

      
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    Noteholders
by acceptance of their Notes agree in the Indenture, to such treatment and each
agrees to take no action inconsistent with such treatment.

     

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

     

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

     

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

     

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

     

    If the
gross ordinary income of the Issuer for any month is insufficient for the
allocations described in Section 2.11(b)(ii) above, subsequent gross ordinary
income will first be allocated to each Recharacterized Class in alphabetical
order (if applicable) 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 (if applicable) 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

     


    
      
         


      

      
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    such
month, and among each Recharacterized Class, in proportion to their ownership of
the aggregate Note Balance of such Recharacterized Class on such Record Date.
The tax matters partner designated pursuant to Section 2.11(f) is authorized to
modify the allocations in this Section 2.11(b) if necessary or appropriate, in
its sole discretion, for the allocations to fairly reflect the economic income,
gain or loss to the holder of the Residual Interest or the holders of a
Recharacterized Class or as otherwise required by the Code.

     

    (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 Treasury Regulation §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.

     


    
      
         


      

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

     

    (i)           the
Depositor delivers, or causes the Administrator to deliver, to the Indenture
Trustee and the Owner Trustee an Officer's Certificate to the effect that the
issuance of such additional securities will not have a material adverse effect
on the Notes;

     

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

     

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

     

    Section
3.2.                                Registration of Residual
Interests; Transfer of the Residual Interest.  The Issuer
appoints the Owner Trustee to be the "Trust Registrar" and
to keep a register (the "Trust Register") for
the purpose of registering Residual Interests and transfers of Residual
Interests as provided in this Agreement.  Upon any resignation of the
Trust Registrar, the Issuer will promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Trust
Registrar.  The holder of the Residual Interest may not sell,
transfer, assign or convey its rights in the Residual Interest to Ford Credit at
any time.  The holder of the Residual Interest will be permitted to
sell, transfer, assign or convey its rights in the Residual Interest
to

     


    
      
         


      

      
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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 is not acting on
behalf of or investing the assets of (i) an "employee benefit plan" (as defined
in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a "plan" (as
defined in Section 4975(e)(1) of the Code) which is subject to Section 4975 of
the Code, (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), or (iv)
an employee benefit plan or retirement arrangement that is subject to any
Similar Law.

     

    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
Sections 3.1, 4.1, 4.2 and 8.1.  The Owner Trustee will hold all sums
held by it for distribution to the holder of the Residual Interest in trust for
the benefit of the holder of the Residual Interest until such sums are
distributed to the holder of the Residual Interest.

     

    ARTICLE
IV

    APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
4.1.                                Application of Trust
Funds.  Upon request of the Depositor, the
Owner  Trustee will establish and maintain the Trust Distribution
Account as provided in Section 4.1 of the Sale and Servicing
Agreement.  If the Trust Distribution Account has been
established:

     

    (a)           On
each Payment Date, the Owner Trustee, based on the information contained in the
Monthly Investor Report, will withdraw the amounts deposited into the Trust
Distribution Account pursuant to Sections 8.2(c)(viii), 8.2(d)(v) and
8.2(e)(viii) 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

     


    
      
         


      

      
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    holder
agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred in
so cooperating.

     

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

     

    ARTICLE
V

    AUTHORITY
AND DUTIES OF THE OWNER TRUSTEE

     

    Section
5.1.                                General
Authority.

     

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

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    (b)           The
Owner Trustee will not (i) remove the Servicer or appoint a successor Servicer
under Article VII of the Sale and Servicing Agreement, or (ii) remove the
Administrator or appoint a successor Administrator under Article V of the
Administration Agreement unless (A) there is an Event of Servicing Termination
subsequent to the payment in full of the Notes and (B) 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

     


    
      
         


      

      
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    Trustee
may, and with respect to clause (iv) will, notify the Administrator requesting
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Owner
Trustee will not be liable to any Person on account of such action or
inaction.  If the Owner Trustee does not receive appropriate
instruction within ten 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

     


    
      
         


      

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

     


    
      
         


      

      
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    is not
true and correct as of the Closing Date.  In particular, but not by
way of limitation (and subject to the exceptions set forth in the preceding
sentence):

     

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

     

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

     

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

     

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

     

    (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

     


    
      
         


      

      
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    accuracy
of any representation or warranty made under any Basic Document (other than the
representations and warranties made in Section 6.2) or (v) any action of the
Indenture Trustee, the Administrator or the Servicer or any subservicer taken in
the name of the Owner Trustee.

     

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

     

    (a)           Organization and
Qualification.  The Owner Trustee is duly formed and is validly
existing as a national banking association under the laws of the State of
Delaware.  The Owner Trustee is duly qualified as a national banking
association in good standing and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of its properties
or the conduct of its activities requires such qualification, license or
approval, unless the failure to obtain such qualifications, licenses or
approvals would not reasonably be expected to have a material adverse effect on
the Owner Trustee's ability to perform its obligations under this
Agreement.

     

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

     

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

     

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

     


    
      
         


      

      
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    (e)           Banking
Association.  The Owner Trustee is a banking association
satisfying Section 3807(a) of the Delaware Statutory Trust Act and meets the
eligibility requirements of Section 9.1(a).

     

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

     

    Section
6.3.                                Reliance;
Advice of Counsel.

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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    Section
6.6.                                Duty to Update
Disclosure.  The Owner Trustee will notify and provide
information, and certify such information in an Officer's Certificate, to the
Depositor upon any event or condition relating to the Owner Trustee or actions
taken by the Owner Trustee that (A) (i) is required to be disclosed by the
Depositor under Item 2 (the institution of, material developments in, or
termination of legal proceedings against U.S. Bank Trust National Association
that are material to Noteholders) of Form 10-D under the Exchange Act within
five 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 five 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 National Association as Owner Trustee) of Form 8-K under the
Exchange Act within two days of a Responsible Person of the Owner Trustee
becoming aware of 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 five 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

     


    
      
         


      

      
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    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 the Depositor so causes, the
Administrator, may participate in and assume the defense and settlement of any
such Proceeding at its expense, and no settlement of such Proceeding may be made
without the approval of the Depositor or the Administrator, as applicable, and
such Indemnified Person, which approvals will not be unreasonably withheld,
delayed or conditioned.  After notice from the Depositor or the
Administrator, as applicable, to the Indemnified Person of the intention of the
Depositor or the Administrator, as applicable, to assume the defense of such
Proceeding with counsel reasonably satisfactory to the Indemnified Person, and
so long as the Depositor or the Administrator, as applicable, so assumes the
defense of such Proceeding in a manner reasonably satisfactory to the
Indemnified Person, neither the Depositor nor the Administrator will be liable
for any legal expenses of counsel to the Indemnified Person unless there is a
conflict between the interests of the Depositor or the Administrator, as
applicable, on one hand, and an Indemnified Person, on the other hand, in which
case the Depositor, or, if Depositor so causes, the Administrator, will pay for
the separate counsel to the Indemnified Person.

     

    (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

     


    
      
         


      

      
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    with the
replacement of the Indenture Trustee pursuant to Section 6.8 of the Indenture to
the extent such amounts have not been otherwise paid pursuant to Section 8.2 of
the Indenture.

     

    ARTICLE
VIII

    TERMINATION

     

    Section
8.1.                                Termination
of Trust Agreement.

     

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

     

    (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

     


    
      
         


      

      
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    deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.  If the Owner Trustee ceases to be eligible in
accordance with this Section 9.1, it must resign immediately in the manner and
with the effect specified in Section 9.2.  The Owner Trustee will
promptly notify the Depositor and the Administrator if it ceases to satisfy the
requirements of this Section 9.1.

     

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

     

    Section
9.2.                                Resignation
or Removal of the Owner Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (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.

     


    
      
         


      

      
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    Section
9.3.                                Successor
Owner Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (a)           Notwithstanding
any other provision of this Agreement, for the purpose of meeting any legal
requirements of any jurisdiction in which any part of the Trust Property or any
Financed Vehicle may be located, the Administrator and the Owner Trustee acting
jointly will have the power and will execute and deliver all instruments to
appoint one or more Persons approved by the Owner Trustee to act as a separate
trustee or as separate trustees, or as co-trustee, jointly with the Owner
Trustee, of all or any part of the Issuer, and to vest in such

     


    
      
         


      

      
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    Person,
in such capacity, such title to the Trust Property, or any part thereof, and,
subject to this Section 9.5, such powers, duties, obligations, rights and trusts
as the Administrator and the Owner Trustee consider necessary or
desirable.  If the Administrator has not joined in such appointment
within 15 Business Days of its receipt of a request so to do, the Owner Trustee
will have the power to make such appointment.  No separate trustee or
co-trustee under this Agreement will be required to meet the terms of
eligibility as a successor trustee pursuant to Section 9.1 and no notice of the
appointment of any separate trustee or co-trustee is required.

     

    (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.

     


    
      
         


      

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

     

    ARTICLE
X

    MISCELLANEOUS

     

    Section
10.1.                                Supplements
and Amendments.

     

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

     

    (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 Officer’s Certificate to the Indenture Trustee and the Owner
Trustee to the effect that such amendment will not have a material adverse
effect on the Notes;

     

    (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

     


    
      
         


      

      
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    unreasonably
withheld, delayed or conditioned) and (B) the Noteholders of at least a majority
of the Note Balance of the Notes Outstanding consent to such
amendment;

     

    (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

     


    
      
         


      

      
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    certificate
of amendment that affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

     

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

     

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

     

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

     

    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, three 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 one year and one day (or, if longer, any
applicable preference period) 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.

     

    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        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/ Annette
      E. Morgan	 
	 	 	Name: Annette
      E. Morgan	 
	 	 	Title:   Assistant
      Vice President	 
	 	 	 	 


        

      

       

    

     

     

    [Signature
Page to Amended and Restated Trust Agreement]

     

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Exhibit
A

     

    Form of
Certificate of Trust of

    Ford
Credit Auto Owner Trust 2009-B

     

    This
Certificate of Trust of FORD CREDIT AUTO OWNER TRUST 2009-B (the "Trust") is being duly
executed and filed by U.S. Bank Trust National Association, a national banking
association, as owner trustee (the "Owner Trustee"), to
form a statutory trust under the Delaware Statutory Trust Act (12 Delaware Code,
§ 3801 et
seq.) (the
"Act").

     

      1.           Name.  The
name of the statutory trust formed hereby is "Ford Credit Auto Owner Trust
2009-B".

     

      2.           Owner
Trustee.  The name and business address of the sole trustee of
the Trust in the State of Delaware is U.S. Bank Trust National Association,
Corporate Trust Services, 300 Delaware Avenue, 9th Floor, Wilmington, Delaware
19801.

     

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

     

    IN
WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
executed this Certificate of Trust as of the date first above written in
accordance with Section 3811(a)(1) of the Act.

     

    
      
         

        
          
            	 	
                    
                      
                        U.S.
      BANK TRUST NATIONAL ASSOCIATION, 

                             
      not in its individual capacity but solely as Owner
      Trustee

                        

                      

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name: 	 
	 	 	Title:   	 
	 	 	 	 


          

        

         

      

    

     

     

    A-1