Ford Credit Auto Owner Trust 2006-A 8-K

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hq8xnKMCMZb9dGySgsrvgZFR+70P2ho1iHI2dm0nzw5NYB7Oob0IjsHWp9Gc/qwL v36vbOXVkjI0c1ocKfDNvA== 0000038009-06-000028.txt : 20060228 0000038009-06-000028.hdr.sgml : 20060228 20060228151849 ACCESSION NUMBER: 0000038009-06-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ford Credit Auto Owner Trust 2006-A CENTRAL INDEX KEY: 0001353233 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-131003-01 FILM NUMBER: 06650639 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 3135947765 8-K 1 fcaot2006a8k.htm FORD CREDIT AUTO OWNER TRUST 2006-A 8-K Ford Credit Auto Owner Trust 2006-A 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2006

Ford Motor Credit Company

(Sponsor)

Ford Credit Auto Receivables Two LLC

(Depositor)

Ford Credit Auto Owner Trust 2006-A

(Issuing Entity)

Delaware

(State or other jurisdiction of incorporation)

333-131003	41-6547773
(Commission File Number)	(IRS Employer Identification No.)

One American Road, Dearborn, Michigan	48126
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code 313-594-3495

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 140.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

In connection with the issuance by Ford Credit Auto Owner Trust 2006-A (the "Trust") of Asset Backed Securities pursuant to the Prospectus dated February 12, 2006 and the Prospectus Supplement dated February 14, 2006, filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2), Ford Credit Auto Receivables Two LLC ("FCARTLLC") is filing the exhibits listed below to this Current Report on Form 8-K which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

EXHIBITS

Designation	Description	Method of Filing

Exhibit 4.1	Indenture dated as of February 1, 2006	Filed with this Report
	between the Trust and The Bank of
	New York (the "Indenture Trustee").

Exhibit 4.2	Amended and Restated Trust Agreement	Filed with this Report
	dated as of February 1, 2006 between
	FCARTLLC and U. S. Bank Trust
	National Association as Owner Trustee.

Exhibit 8.1	Opinion of Skadden, Arps, Slate,	Filed with this Report
	Meagher & Flom LLP dated
	as of February 22, 2006 with
	respect to tax matters.

Exhibit 10.1	ISDA Schedule dated as of	Filed with this Report
	February 14, 2006 between
	the Trust and The Royal Bank
	of Scotland plc.

Exhibit 10.2	ISDA Confirm dated as of	Filed with this Report
	February 14, 2006 between
	the Trust and The Royal Bank
	of Scotland plc.

Exhibit 99.1	Sale and Servicing Agreement	Filed with this Report
	dated as of February 1, 2006 among
	FCARTLLC, Ford Motor Credit Company
	and the Trust.

Exhibit 99.2	Administration Agreement	Filed with this Report
	dated as of February 1, 2006 among
	Ford Motor Credit Company, the
	Indenture Trustee and the Trust.

Exhibit 99.3	Purchase Agreement	Filed with this Report
	dated as of February 1, 2006 between
	Ford Motor Credit Company and
	FCARTLLC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Ford Credit Auto Owner Trust 2006-A
	By:	FORD MOTOR CREDIT COMPANY,
		as Servicer

Date: February 28, 2006	By:	/s/J. P. Topolski
		J. P. Topolski
		Assistant Secretary

EXHIBIT INDEX

Designation	Description

Exhibit 4.1	Indenture dated as of February 1, 2006
	between the Trust and The Bank of
	New York (the "Indenture Trustee").

Exhibit 4.2	Amended and Restated Trust Agreement
	dated as of February 1, 2006 between
	FCARTLLC and U. S. Bank Trust
	National Association as Owner Trustee.

Exhibit 8.1	Opinion of Skadden, Arps, Slate,
	Meagher & Flom LLP dated
	as of February 22, 2006 with
	respect to tax matters.

Exhibit 10.1	ISDA Schedule dated as of
	February 14, 2006 between
	the Trust and The Royal Bank
	of Scotland plc.

Exhibit 10.2	ISDA Confirm dated as of
	February 14, 2006 between
	the Trust and The Royal Bank
	of Scotland plc.

Exhibit 99.1	Sale and Servicing Agreement
	dated as of February 1, 2006 among
	FCARTLLC, Ford Motor Credit Company
	and the Trust.

Exhibit 99.2	Administration Agreement
	dated as of February 1, 2006 among
	Ford Motor Credit Company, the
	Indenture Trustee and the Trust.

Exhibit 99.3	Purchase Agreement
	dated as of February 1, 2006 between
	Ford Motor Credit Company and
	FCARTLLC.

EX-4.1 2 indenture.htm INDENTURE Indenture

INDENTURE

between

FORD CREDIT AUTO OWNER TRUST 2006-A,

as Issuer

and

THE BANK OF NEW YORK,

as Indenture Trustee

Dated as of February 1, 2006

TABLE OF CONTENTS

ARTICLE I USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE

	Section 1.1	Usage, Definitions and Incorporation by Reference	1
	Section 1.2	Incorporation by Reference of Trust Indenture Act	1

ARTICLE II THE NOTES

	Section 2.1	Form	2
	Section 2.2	Execution, Authentication and Delivery	2
	Section 2.3	Tax Treatment	3
	Section 2.4	Registration; Registration of Transfer and Exchange	3
	Section 2.5	Mutilated, Destroyed, Lost or Stolen Notes	7
	Section 2.6	Persons Deemed Owners	8
	Section 2.7	Payment of Principal and Interest	8
	Section 2.8	Cancellation	9
	Section 2.9	Release of Collateral	9
	Section 2.10	Book-Entry Notes	9
	Section 2.11	Definitive Notes	10
	Section 2.12	Authenticating Agents	10
	Section 2.13	Note Paying Agents	11

ARTICLE III COVENANTS AND REPRESENTATIONS

	Section 3.1	Payment of Principal and Interest	11
	Section 3.2	Maintenance of Office or Agency	11
	Section 3.3	Money for Payments To Be Held in Trust	12
	Section 3.4	Existence	13
	Section 3.5	Protection of Collateral	13
	Section 3.6	Performance of Obligations; Servicing of Receivables	14
	Section 3.7	Negative Covenants	15
	Section 3.8	Opinions as to Collateral	16
	Section 3.9	Annual Statement as to Compliance	16
	Section 3.10	Consolidation and Merger; Sale of Assets	16
	Section 3.11	Successor or Transferee	17
	Section 3.12	No Other Activities	18
	Section 3.13	Further Instruments and Acts	18
	Section 3.14	Restricted Payments	18
	Section 3.15	Notice of Events of Default	18
	Section 3.16	Representations and Warranties of the Issuer as to Security Interest	18
	Section 3.17	Audits of the Issuer	19
	Section 3.18	Representations and Warranties of the Issuer	20
	Section 3.19	Calculation Agent	20


ARTICLE IV SATISFACTION AND DISCHARGE

	Section 4.1	Satisfaction and Discharge of Indenture	21

ARTICLE V REMEDIES

	Section 5.1	Events of Default	21
	Section 5.2	Acceleration of Maturity; Rescission and Annulment	22
	Section 5.3	Collection of Indebtedness by the Indenture Trustee	23
	Section 5.4	Trustee May File Proofs of Claim	23
	Section 5.5	Trustee May Enforce Claims Without Possession of Notes	24
	Section 5.6	Remedies; Priorities	24
	Section 5.7	Optional Preservation of the Collateral	26
	Section 5.8	Limitation of Suits	26
	Section 5.9	Unconditional Rights of Noteholders To Receive Principal and Interest	27
	Section 5.10	Restoration of Rights and Remedies	27
	Section 5.11	Rights and Remedies Cumulative	27
	Section 5.12	Delay or Omission Not a Waiver	28
	Section 5.13	Control by Controlling Class of Noteholders	28
	Section 5.14	Waiver of Defaults and Events of Default	28
	Section 5.15	Undertaking for Costs	29
	Section 5.16	Waiver of Stay or Extension Laws	29
	Section 5.17	Performance and Enforcement of Certain Obligations	29

ARTICLE VI THE INDENTURE TRUSTEE

	Section 6.1	Duties of Indenture Trustee	30
	Section 6.2	Rights of Indenture Trustee	31
	Section 6.3	Individual Rights of Indenture Trustee	32
	Section 6.4	Indenture Trustee’s Disclaimer	32
	Section 6.5	Notice of Defaults	32
	Section 6.6	Reports by Indenture Trustee	32
	Section 6.7	Compensation and Indemnity	34
	Section 6.8	Replacement of Indenture Trustee	35
	Section 6.9	Successor Indenture Trustee by Merger	36
	Section 6.10	Appointment of Separate Indenture Trustee or Co-Indenture Trustee	36
	Section 6.11	Eligibility; Disqualification	37
	Section 6.12	Preferential Collection of Claims Against Issuer	38
	Section 6.13	Audits of the Indenture Trustee	38
	Section 6.14	Representations and Warranties of the Indenture Trustee	39
	Section 6.15	Duty to Update Disclosure	40
	Section 6.16	Establishment of Swap Collateral Acounts	40


ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS

	Section 7.1	Names and Addresses of Noteholders	41
	Section 7.2	Preservation of Information; Communications to Noteholders	41
	Section 7.3	Reports by Issuer	41
	Section 7.4	Reports by Indenture Trustee	42

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES

	Section 8.1	Collection of Money	42
	Section 8.2	Trust Accounts; Distributions and Disbursements	42
	Section 8.3	General Provisions Regarding Bank Accounts	46
	Section 8.4	Release of Collateral	46

ARTICLE IX SUPPLEMENTAL INDENTURES

	Section 9.1	Supplemental Indentures Without Consent of Noteholders	47
	Section 9.2	Supplemental Indentures with Consent of Noteholders	49
	Section 9.3	Execution of Supplemental Indentures	50
	Section 9.4	Effect of Supplemental Indenture	51
	Section 9.5	Conformity with Trust Indenture Act	51
	Section 9.6	Reference in Notes to Supplemental Indentures	51

ARTICLE X REDEMPTION OF NOTES

	Section 10.1	Redemption	51

ARTICLE XI MISCELLANEOUS

	Section 11.1	Compliance Certificates and Opinions, etc	52
	Section 11.2	Form of Documents Delivered to Indenture Trustee	53
	Section 11.3	Acts of Noteholders	54
	Section 11.4	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	54
	Section 11.5	Notices to Noteholders; Waiver	55
	Section 11.6	Conflict with Trust Indenture Act	56
	Section 11.7	Benefits of Indenture	56
	Section 11.8	GOVERNING LAW	56
	Section 11.9	Submission to Jurisdiction	56
	Section 11.10	WAIVER OF JURY TRIAL	56
	Section 11.11	Severability	56
	Section 11.12	Counterparts	56
	Section 11.13	Headings	56
	Section 11.14	Recording of Indenture	56
	Section 11.15	Trust Obligation	57
	Section 11.16	Subordination of Claims against the Depositor	57
	Section 11.17	No Petition	58

iii

EXHIBIT A-1	FORM OF CLASS A-1 NOTE	A-1-1
EXHIBIT A-2a	FORM OF CLASS A-2a NOTE	A-2a-1
EXHIBIT A-2b	FORM OF CLASS A-2b NOTE	A-2b-1
EXHIBIT A-3	FORM OF CLASS A-3 NOTE	A-3-1
EXHIBIT A-4	FORM OF CLASS A-4 NOTE	A-4-1
EXHIBIT B	FORM OF CLASS B NOTE	B-1
EXHIBIT C	FORM OF CLASS C NOTE	C-1
EXHIBIT D	FORM OF CLASS D NOTE	D-1
EXHIBIT E	FORM OF INVESTMENT LETTER	E-1
	QUALIFIED INSTITUTIONAL BUYER
EXHIBIT F	FORM OF INVESTMENT LETTER
	INSTITUTIONAL ACCREDITED INVESTOR	F-1
EXHIBIT G	FORM OF RULE 144A TRANSFEROR CERTIFICATE	G-1

SCHEDULE A	Schedule of Receivables	SA-1

CROSS REFERENCE TABLE¹

TIA	Indenture
Section	Section

310 (a)(1)	6.11
(a)(2)	6.11
(a)(3)	6.10
(a)(4)	N.A.²
(a)(5)	6.11
(b)	6.8; 6.11
(c)	N.A.
311 (a)	6.12
(b)	6.12
(c)	N.A.
312 (a)	7.1; 7.2
(b)	7.2
(c)	7.2
313 (a)	. 7.4
(b)	7.4
(c)	7.4
(d)	7.4
314 (a)	3.9, 7.3
(b)	3.8, 11.13
(c)(1)	11.1
(c)(2)	11.1
(c)(3)	11.1
(d)	11.1
(e)	11.1
315 (a)	6.1
(b)	6.5
(c)	6.1
(d)	6.1
(e)	5.15
316 (a)(1)(A)	5.13
(a)(1)(B)	5.14
(a)(2)	N.A.
(b)	5.9
(c)	N.A
317 (a)(1)	5.4
(a)(2)	5.4
(b)	3.3
318 (a)	11.6

¹	Note: This Cross Reference Table is not deemed, for any purpose, to be part of this Indenture.

²	N.A. means Not Applicable.

INDENTURE, dated as of February 1, 2006 (this “Indenture”), between FORD CREDIT AUTO OWNER TRUST 2006-A, a Delaware statutory trust, as Issuer, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee for the benefit of the Secured Parties.

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Secured Parties.

GRANTING CLAUSE

The Issuer Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Secured Parties, all of the Issuer’s right, title and interest in, to and under, whether now owned or hereafter acquired, the Collateral.

The foregoing Grant is made in trust to secure (a) the payment of principal of, interest on and any other amounts owing in respect of the Notes as provided in this Indenture and (b) to secure compliance by the Issuer with the provisions of this Indenture and the Interest Rate Swap for the benefit of the Secured Parties.

The Indenture Trustee acknowledges such Grant, accepts the trusts under this Indenture in accordance with this Indenture and agrees to perform the duties required in this Indenture to the best of its ability to protect the interests of the Secured Parties.

ARTICLE I

USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Usage, Definitions and Incorporation by Reference. Capitalized terms used but not otherwise defined in this Indenture are defined in Appendix A to the Sale and Servicing Agreement. Appendix A also contains rules as to usage applicable to this Indenture. Appendix A is incorporated by reference into this Indenture.

Section 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined in the TIA, defined by TIA reference to another statute or defined by Securities and Exchange Commission rule have the meaning assigned to them by such definitions.

ARTICLE II

THE NOTES

Section 2.1 Form.

(a) Each Class of Notes, together with the Indenture Trustee’s certificates of authentication, will be in substantially the form set forth in the related Exhibit with such variations as are required or permitted by this Indenture. The Notes may have such marks of identification and such legends or endorsements placed on them as may be determined, consistent with this Indenture, by the officers executing such Notes, as evidenced by their execution of such Notes. The physical Notes will be produced by any method as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

(b) Each Note will be dated the date of its authentication. The terms of the Notes set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3, Exhibit A-4, Exhibit B, Exhibit C and Exhibit D are part of this Indenture and are incorporated into this Indenture by reference.

Section 2.2 Execution, Authentication and Delivery.

(a) A Responsible Person of the Issuer will execute the Notes on behalf of the Issuer. The signature of such Responsible Person on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of an individual who was a Responsible Person of the Issuer will bind the Issuer, notwithstanding that such individual has ceased to hold such office before the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes.

(b) The Indenture Trustee will, upon Issuer Order, authenticate and deliver the Notes for original issue in the Classes, Note Interest Rates and initial Note Balances as set forth below.

Class	Note Interest Rate			Initial Note Balance

Class A-1 Notes		4.7248	%	$	540,000,000
Class A-2a Notes		5.04	%	$	500,000,000
Class A-2b Notes		one-month LIBOR + 0.01	%	$	549,951,000
Class A-3 Notes		5.05	%	$	901,239,000
Class A-4 Notes		5.07	%	$	316,809,000
Class B Notes		5.29	%	$	88,674,000
Class C Notes		5.48	%	$	59,116,000
Class D Notes		7.21	%	$	59,116,000

(c) The Notes (other than the Class D Notes) will be issuable as Book-Entry Notes in minimum denominations of $100,000 and in multiples of $1,000 in excess thereof. The Class D Notes will be issuable in one or more registered, definitive, physical certificates of $250,000 and in multiples of $1,000 in excess thereof.

(d) No Note will be entitled to any benefit under this Indenture or be valid for any purpose, unless it bears a certificate of authentication substantially in the form provided for in this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered under this Indenture.

Section 2.3 Tax Treatment. The Issuer intends that each Class of Notes, if beneficially owned by a Person other than Ford Credit, will be indebtedness of the Issuer secured by the Collateral for U.S. federal, State and local income, single business and franchise tax purposes. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for U.S. federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

Section 2.4 Registration; Registration of Transfer and Exchange.

(a) The Issuer appoints the Indenture Trustee to be the “Note Registrar” and to keep a register (the “Note Register”) for the purpose of registering Notes and transfers of Notes as provided in this Indenture. Upon any resignation of the Note Registrar, the Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee as Note Registrar, (i) the Issuer will notify the Indenture Trustee of such appointment, (ii) the Indenture Trustee will have the right to inspect the Note Register at all reasonable times and to obtain copies of the Note Register and (iii) the Indenture Trustee will have the right to rely upon a certificate executed by an officer of the Note Registrar as to the names and addresses of the Noteholders and the principal amounts and number of the Notes.

(b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer maintained under Section 3.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class, in any authorized denomination, in the same aggregate principal amount.

(c) A Noteholder may exchange Notes for other Notes of the same Class, in any authorized denominations, in the same aggregate principal amount, by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2. If the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will obtain from the Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive.

(d) All Notes issued upon any registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(e) Every Note presented or surrendered for registration of transfer or exchange will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Noteholder of such Note or such Noteholder's attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agent Medallion Program, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require.

(f) None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge on a Noteholder for any registration of transfer or exchange of Notes. The Issuer, the Note Registrar or the Indenture Trustee may require such Noteholder to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with such registration of transfer or exchange of the Notes.

(g) Neither the Issuer nor the Note Registrar will be required to register transfers or exchanges of Notes selected for redemption or Notes whose next Payment Date is not more than 15 days after the requested date of such transfer or exchange.

(h) The Class D Notes have not been registered under the Securities Act or any state securities law. None of the Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Class D Notes under the Securities Act or any other securities or “blue sky” laws or to take any other action not otherwise required under this Indenture or the Trust Agreement to permit the transfer of any Class D Note without registration.

(i) No Class D Note may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a "Class D Note Transfer") to any Person except in accordance with the provisions of this Section 2.4, and any attempted Class D Note Transfer in violation of this Section 2.4 will be null and void (each a "Void Class D Note Transfer").

(j) Each Class D Note will bear a legend to the effect of the legend contained in Exhibit D unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer's Certificate) consistent with applicable law.

As a condition to the registration of any Class D Note Transfer, the prospective transferee of such Class D Note will be required to represent in writing to the Indenture Trustee, the Note Registrar and the Initial Purchaser the following, unless determined otherwise by the Administrator (as certified to the Indenture Trustee in an Officer's Certificate):

(i) It understands that no subsequent Class D Note Transfer is permitted unless it causes its proposed transferee to provide to the Issuer, the Note Registrar and the Initial Purchaser a letter substantially in the form of Exhibit E or

Exhibit F hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor will prescribe.

(ii) It is either:

(1) not, and each account (if any) for which it is purchasing the Class D Notes is not (a) an employee benefit plan, as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code whether or not subject to Section 4975 of the Code, or (c) 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 (the "Plan Assets Regulation") or otherwise under ERISA), with each of (a) through (c) in this subsection (1) being a "Benefit Plan Investor"; or

(2) an insurance company acting on behalf of a general account and (a) on the date of purchase less than 25% (or such lower percentage as may be determined by the Depositor) of the assets of such general account (as reasonably determined by it) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (b) the purchase and holding of such Class D Notes are eligible for exemptive relief under Section (I) of Prohibited Transaction Class Exemption 95-60, (c) the purchaser agrees that if, after the purchaser's initial acquisition of the Class D Notes, at any time during any calendar quarter 25% (or such lower percentage as may be determined by the Depositor) or more of the assets of such general account (as reasonably determined by it no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Class D Notes under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the United States Department of Labor under ERISA, it will dispose of all Class D Notes then held in its general account by the end of the next following calendar quarter and (d) is not a person, other than a Benefit Plan Investor, who has discretionary authority or control with respect to the assets of the Issuer or any person who provides investment advice for a fee (direct or indirect) with respect to such assets or any affiliate (as defined in the Plan Assets Regulation) of such person.

(iii) It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any State thereof (including the District of Columbia), (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to

control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph (iii) whose ownership of the Class D Notes is effectively connected with such persons conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Issuer and the Depositor with an IRS Form W-8ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Issuer or the Depositor).

(iv) It understands that any purported Class D Note Transfer in contravention of any of the restrictions and conditions contained in this Section will be a Void Class D Note Transfer, and the purported transferee in a Void Class D Note Transfer will not be recognized by the Issuer or any other person as a Class D Noteholder for any purpose.

(k) By acceptance of any Class D Note, the Class D Noteholder specifically agrees with and represents to the Depositor, the Issuer and the Note Registrar, that no transfer of a Class D Note will be made unless the registration requirements of the Securities Act and any applicable State securities laws are complied with and (A) such transfer of a Class D Note is to the Depositor or its Affiliates, or (B) such transfer of a Class D Note is exempt from the registration requirements under the Securities Act because such transfer of a Class D Note satisfies one of the following:

(i) such Class D Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer (as defined in the Securities Act) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Class D Note Transfer is being made in reliance upon Rule 144A under the Securities Act and (x) the transferor executes and delivers to the Issuer and the Note Registrar, a Rule 144A transferor certificate substantially in the form attached as Exhibit G and (y) the transferee executes and delivers to the Issuer and the Note Registrar an investment letter substantially in the form attached as Exhibit E;

(ii) after the appropriate holding period, such Class D Note Transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act and the transferee, if requested by the Issuer, the Note Registrar or the Initial Purchaser, delivers an Opinion of Counsel in form and substance satisfactory to the Issuer and the Initial Purchaser; or

(iii) such Class D Note Transfer is to an institutional accredited investor as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act in a transaction exempt from the registration requirements of the Securities Act, such transfer of a Class D Note is in accordance with any applicable securities laws of any State of the United States or any other jurisdiction, and such investor executes and delivers to the Issuer and

the Note Registrar an investment letter substantially in the form attached as Exhibit F.

(l) The Depositor will make available to the prospective transferor and transferee of a Class D Note information requested to satisfy the requirements of paragraph (d) (4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by the prospective transferee:

(i) the offering memorandum relating to the Class D Notes, and any amendments or supplements to such offering memorandum;

(ii) the Monthly Investor Report for each Payment Date preceding such request; and

(iii) such other information as is reasonably available to the Indenture Trustee in order to comply with requests for information pursuant to Rule 144A under the Securities Act.

(m) Any Noteholder that purchases and holds the Class A Notes, the Class B Notes or the Class C Notes will be deemed to have represented that its purchase and holding of such Notes does not and will not constitute a non-exempt prohibited transaction under ERISA or the Code.

Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

(a) If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment).

(b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note.

(c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture.

(d) The provisions of this Section 2.5 are exclusive and preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.6 Persons Deemed Owners. With respect to any date of determination, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered as of such date as the owner of such Note for the purpose of receiving payments of principal of and any interest on such Note and for all other purposes, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee will recognize notice to the contrary.

Section 2.7 Payment of Principal and Interest

(a) Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes and the Class A-2b Notes will be computed on the basis of actual number of days elapsed and a 360-day year. Interest on the Notes (other than the Class A-1 Notes and the Class A-2b Notes) will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(b) Interest and principal payments on each Class of Notes will be made ratably to the Noteholders of such Class entitled to such payments. On each Payment Date before the issuance of Definitive Notes, distributions to be made with respect to interest on and principal of the Book-Entry Notes will be paid to the Registered Noteholder by wire transfer in immediately available funds to the account designated by the nominee of the Clearing Agency (initially, such nominee will be Cede & Co.). Distributions to be made with respect to interest on and principal of the Class D Notes and, on and after the date on which Definitive Notes are issued, the Class A Notes, Class B Notes and Class C Notes will be paid to the Registered Noteholder (i) if such Noteholder has provided to the Note Registrar appropriate instructions at least 5 Business Days before such Payment Date and the aggregate original principal amount of such Noteholder’s Notes is at least $1,000,000, by wire transfer in immediately available funds to the account of such Noteholder or (ii) by check mailed first class mail, postage prepaid, to such Registered Noteholder’s address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and surrender of such Note. The Indenture Trustee will notify

each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder's Notes will be paid not later than 5 days before such date. Such notice will specify the place where such Notes may be presented and surrendered for payment of such installment. All funds paid by wire transfers or checks that are returned undelivered will be held in accordance with Section 3.3.

(c) The principal of each Note will be payable in installments on each Payment Date as specified in such Note. The entire unpaid Note Balance of each Class of Notes will be due and payable on the date that the Notes are declared to be immediately due and payable in the manner provided in Section 5.2.

Section 2.8 Cancellation. Any Person that receives a Note surrendered for payment, registration of transfer, exchange or redemption will deliver such Note to the Indenture Trustee. The Indenture Trustee will promptly cancel all Notes it receives that have been surrendered for payment, registration of transfer or exchange, or redemption. The Issuer may deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered under this Indenture which the Issuer may have acquired in any manner, and the Indenture Trustee will promptly cancel such Notes. No Notes will be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.8. The Indenture Trustee may hold or dispose of all cancelled Notes in accordance with its standard retention or disposal policy unless the Issuer directs, by Issuer Order, that they be destroyed or returned to it (so long as such Notes have not been disposed of previously by the Indenture Trustee).

Section 2.9 Release of Collateral. The Indenture Trustee will release property from the lien of this Indenture only in accordance with Sections 8.4 and 10.1.

Section 2.10 Book-Entry Notes. The Book-Entry Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes and delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes will be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.11:

(a) With respect to Book-Entry Notes, the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions under this Indenture) as the sole Noteholder of the Book-Entry Notes, and will have no obligation to the Note Owners;

(b) the Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such participants;

(c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 will control;

(d) the rights of Note Owners may be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or its participants pursuant to the DTC Letter; and

(e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of a specified percentage of the Note Balance of the Notes Outstanding (or the Controlling Class), the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or the Clearing Agency’s participants owning or representing, respectively, such required percentage of the beneficial interest of the Notes Outstanding (or the Controlling Class) and has delivered such instructions to the Indenture Trustee.

Section 2.11 Definitive Notes. With respect to any Class or Classes of Book-Entry Notes, if (i) the Administrator advises the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository for the Book-Entry Notes and the Administrator is unable to reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or an Event of Servicing Termination, so long as any Book-Entry Notes are Outstanding Note Owners representing not less than a majority of the Controlling Class notify the Indenture Trustee and the Clearing Agency that they elect to terminate the book-entry system through the Clearing Agency, then the Clearing Agency will notify all Note Owners and the Indenture Trustee of the occurrence of such election and of the availability of Definitive Notes to the Note Owners. After the Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes and delivered the registration instructions to the Indenture Trustee, the Issuer will execute and the Indenture Trustee will authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee will be liable for any delay in delivery of such instructions and may conclusively rely on, and will be protected in relying on, such instructions. Upon the issuance of Definitive Notes to Note Owners, the Indenture Trustee will recognize the holders of such Definitive Notes as Noteholders.

Section 2.12 Authenticating Agents.

(a) The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuances, transfers and exchanges under Sections 2.2, 2.4, 2.5 and 9.6, as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes. For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.12 is deemed to be the authentication of Notes “by the Indenture Trustee.”

(b) Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which an Authenticating Agent is a party, or any Person succeeding to all or substantially all of the corporate trust business of an Authenticating Agent,

will be the successor of such Authenticating Agent under this Indenture without the execution or filing of any document or any further act.

(c) An Authenticating Agent may resign by giving notice of resignation to the Indenture Trustee and the Owner Trustee. The Indenture Trustee may terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and the Owner Trustee. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and will notify the Owner Trustee of any such appointment.

(d) Sections 2.8 and 6.4 will apply to each Authenticating Agent.

Section 2.13 Note Paying Agents.

(a) The Indenture Trustee may appoint one or more Note Paying Agents that meet the eligibility standards for the Indenture Trustee specified in Section 6.11(a). The Note Paying Agents will have the power to make distributions from the Trust Accounts.

(b) Any Person into which a Note Paying Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which a Note Paying Agent is a party, or any Person succeeding to all or substantially all of the corporate trust business of a Note Paying Agent, will be the successor of such Note Paying Agent under this Indenture without the execution or filing of any document or any further act.

(c) A Note Paying Agent may resign by giving notice of resignation to the Indenture Trustee, the Administrator and the Issuer. The Indenture Trustee may terminate the agency of a Note Paying Agent by giving notice of termination to such Note Paying Agent, the Administrator and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Note Paying Agent and will notify the Administrator and the Issuer of any such appointment.

(d) Sections 2.8 and 6.4 will apply to each Note Paying Agent.

ARTICLE III

COVENANTS AND REPRESENTATIONS

Section 3.1 Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the Notes and this Indenture. Amounts withheld under the Code or any State or local tax law by any Person from a payment to any Noteholder will be considered as having been paid by the Issuer to such Noteholder.

Section 3.2 Maintenance of Office or Agency. The Issuer will maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer initially appoints the Indenture Trustee to serve as its agent for such purposes. The Issuer will promptly notify the Indenture

Trustee of any change in the location of such office or agency. If the Issuer fails to maintain any such office or agency or fails to furnish the Indenture Trustee with the address of such office or agency, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.3 Money for Payments To Be Held in Trust.

(a) All payments of amounts due and payable with respect to any Notes and the Interest Rate Swap that are to be made from amounts withdrawn from the Bank Accounts will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn from the Bank Accounts for payments of Notes may be paid over to the Issuer, except as provided in this Section 3.3.

(b) The Indenture Trustee (including in its capacity as Note Paying Agent) will cause each Note Paying Agent (other than the Indenture Trustee itself) to execute and deliver to the Indenture Trustee, an instrument in which such Note Paying Agent agrees with the Indenture Trustee to:

(i) hold all sums held by it for the payment of amounts due on the Notes in trust for the benefit of the Persons entitled to such sums until such sums are paid to such Persons or otherwise disposed of as provided in this Indenture and pay such sums to such Persons as provided in this Indenture;

(ii) give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) during the continuance of any such default, upon the request of the Indenture Trustee, immediately pay to the Indenture Trustee all sums held in trust by such Note Paying Agent;

(iv) immediately resign as a Note Paying Agent and immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if it ceases to meet the eligibility standards specified in Section 6.11(a) with respect to the Indenture Trustee; and

(v) comply with all requirements of the Code and any State or local tax law with respect to withholding and reporting requirements in connection with payments on the Notes.

(c) The Issuer may by Issuer Order, direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent. Upon a Note Paying Agent’s payment of all sums held in trust to the Indenture Trustee, such Note Paying Agent will be released from all further liability with respect to such money.

(d) Subject to laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for 2 years after such amount has become due and payable will be discharged from such trust and paid to the Issuer upon Issuer Request. After such discharge and payment, the Noteholder of such Note will, as an unsecured general creditor, look only to the Issuer for payment of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money will thereupon cease. However, the Indenture Trustee or such Note Paying Agent, before making any such repayment, will publish once, at the expense and direction of the Issuer, in a newspaper customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that after a date specified in such notice, which must be at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee will also adopt and employ, at the expense of the Administrator and direction of the Issuer, any other reasonable means of notification of such repayment (including notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Note Paying Agent of such repayment, at the last address of record for each such Noteholder).

Section 3.4 Existence. The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the Delaware Statutory Trust Act (unless it becomes, or any successor Issuer under this Indenture is or becomes, organized under the laws of any other State or of the United States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Collateral.

Section 3.5 Protection of Collateral.

(a) The Issuer will (1) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (2) file or authorize and cause to be filed all such financing statements and amendments and

continuations of such financing statements and (3) take such other action, in each case necessary or advisable to:

(i) maintain or preserve the lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture;

(ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iii) enforce any of the Collateral; or

(iv) preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in such Collateral against the claims of all Persons.

(b) The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Administrator or the Indenture may determine are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral. The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing.

(c) The Indenture Trustee is under no obligation to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5.

Section 3.6 Performance of Obligations; Servicing of Receivables.

(a) No Release of Material Covenants or Obligations. The Issuer will not take any action, and will use its best efforts to prevent any action from being taken by others, that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as provided in any Basic Document.

(b) Contracting. The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer will be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c) Performance of Obligations. The Issuer will punctually perform and observe all of its obligations and agreements contained in the Basic Documents and in the instruments and agreements included in the Collateral.

(d) Event of Servicing Termination. If the Issuer has actual knowledge of the occurrence of an Event of Servicing Termination, the Issuer will promptly notify the Indenture Trustee and the Rating Agencies of such occurrence and specify in such notice any action the Issuer is taking in respect of such event. If an Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer will take all reasonable steps available to cause the Servicer to remedy such failure.

(e) Interest Rate Swap. The Issuer will not enter into any Interest Rate Swap unless (i) as of the date that such Interest Rate Swap is entered into, the related Swap

Counterparty has the Swap Required Ratings and (ii) such Interest Rate Swap provides that, if (A) the related Swap Counterparty fails to have the Swap Required Ratings and (B) any Rating Agency gives notice to the Issuer, the Indenture Trustee or the Administrator that the credit support, if any, with respect to the Swap Counterparty is no longer deemed adequate to maintain the then-current rating on the Class A Notes, within 30 days of such rating withdrawal, downgrade or notification (unless each such Rating Agency has reconfirmed the rating of each Class of Notes which was in effect immediately prior to such withdrawal or downgrade or notification), such Swap Counterparty will (1) assign the swap transaction to another counterparty that has the Swap Required Ratings and is approved by the Issuer (which approval will not be unreasonably withheld) on terms substantially similar to such Interest Rate Swap, (2) obtain a guaranty of, or a contingent agreement of, another person that has the Swap Required Ratings to honor such Swap Counterparty’s obligations under such Interest Rate Swap, provided that such other person is approved by the Issuer (which approval will not be unreasonably withheld), (3) post mark-to-market collateral, pursuant to a collateral support agreement acceptable to the Issuer, which will be sufficient to restore any downgrade or withdrawal in the ratings of the Notes attributable to such Swap Counterparty's failure to have the Swap Required Ratings, or (4) establish any other arrangement satisfactory to the Issuer and to the applicable Rating Agency, in each case, sufficient to satisfy the Rating Agency Confirmation.

Promptly following the termination of any Interest Rate Swap due to an Event of Default or Termination Event (as each such term is defined in such Interest Rate Swap), the Trust will use reasonable efforts to enter into a replacement Interest Rate Swap on terms similar to those of such terminated Interest Rate Swap with an eligible swap counterparty unless the Indenture Trustee sells the Collateral pursuant to Section 5.6(a)(iv).

Section 3.7 Negative Covenants. So long as any Notes are Outstanding, the Issuer will not:

(a) except as expressly permitted by any Basic Document, sell, transfer, exchange or otherwise dispose of any of the assets in the Collateral unless directed to do so by the Indenture Trustee;

(b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts withheld from such payments under the Code or any State or local tax law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Issuer or the Collateral;

(d) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as expressly permitted by this Indenture, (ii) permit any Lien other than Permitted Liens to be created on or extend to or otherwise arise upon or burden the Collateral or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Collateral (other than with respect to Permitted Liens); or

(e) except as otherwise provided in any Basic Document, amend, modify, waive, supplement, terminate or surrender the terms of any Collateral or any of the Basic Documents without the consent of the Indenture Trustee or the Noteholders of at least a majority of the Note Balance of the Notes Outstanding and upon notice to the Rating Agencies.

Section 3.8 Opinions as to Collateral.

(a) On the Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel to the effect that this Indenture has been properly recorded and filed to make effective the lien intended to be created by this Indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such lien effective.

(b) On or before April 30 in each calendar year, beginning April 30, 2007, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, as is necessary to maintain the lien of this Indenture, and reciting the details of such action, or to the effect that in the opinion of such counsel no such action is necessary to maintain such lien.

Section 3.9 Annual Statement as to Compliance. The Issuer will deliver to the Indenture Trustee within 90 days after the end of each calendar year, an Officer's Certificate, dated as of December 31 of the preceding calendar year, stating, as to the Responsible Person signing such Officer's Certificate, that (i) a review of the Issuer's activities and of its performance under this Indenture during such calendar year (or, in the case of the first certificate, since the Closing Date) has been made under such Responsible Person's supervision and (ii) to such Responsible Person's knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants to be complied with by the Issuer under this Indenture during the preceding calendar year, or, if there has been a failure to comply in any material respect that is continuing, specifying each such failure known to such Responsible Person and the nature and status of such failure. If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer's Certificate of the Issuer as tocompliance, such Officer's Certificate may be delivered on or before April 30 of each calendar year. A copy of the Officer's Certificate referred to in this Section 3.9 may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office. The Issuer's obligation to deliver an Officer's Certificate under this Section 3.9 will terminate upon the payment in full of the Notes, including by redemption in whole pursuant to Section 10.1.

Section 3.10 Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless:

(a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably

satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes, all obligations under the Interest Rate Swap and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture;

(b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing;

(d) Rating Agency Confirmation has been obtained with respect to such consolidation, merger or sale;

(e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;

(f) any action that is necessary to maintain the lien and security interest created by this Indenture has been taken; and

(g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Section 3.11 Successor or Transferee.

(a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10, the Person formed by or surviving such consolidation or merger (if other than the Issuer) will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer in this Indenture.

(b) Upon a conveyance or sale of all or substantially all of the assets and properties of the Issuer pursuant to Section 3.10, the Issuer will be released from every covenant and agreement of this Indenture to be performed or observed by the Issuer with respect to the

Notes immediately upon the delivery of notice to the Indenture Trustee stating that the Issuer is to be so released.

Section 3.12 No Other Activities. The Issuer will not engage in any activities other than financing, acquiring, owning and pledging the Receivables in the manner contemplated by the Basic Documents and activities incidental thereto.

Section 3.13 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out the purpose of this Indenture.

Section 3.14 Restricted Payments.

(a) The Issuer will not, directly or indirectly, (i) make any distribution (by reduction of capital or otherwise) to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer or the Administrator, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose.

(b) Notwithstanding Section 3.14(a), the Issuer may make payments to the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the Swap Counterparty, the Noteholders and the Depositor to the extent contemplated by the Basic Documents.

(c) The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account or the Principal Payment Account except in accordance with the Basic Documents.

Section 3.15 Notice of Events of Default. The Issuer will notify the Indenture Trustee and the Rating Agencies within 5 Business Days after a Responsible Person of the Issuer obtains actual knowledge of an Event of Default.

Section 3.16 Representations and Warranties of the Issuer as to Security Interest. The Issuer represents and warrants to the Indenture Trustee as of the Closing Date:

(a) This Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.

(b) All of the Permitted Investments have been and will be credited to a Securities Account. The securities intermediary for each Securities Account has agreed to treat all assets credited to the Securities Accounts as “financial assets” within the meaning of the applicable UCC. The Collateral (other than those Permitted Investments which have been credited to a Securities Account) constitutes “chattel paper,” “instruments” or “general intangibles” within the meaning of the applicable UCC.

(c) The Issuer owns and has good and marketable title to the Receivables free and clear of any Lien other than Permitted Liens. The Issuer has received all consents and approvals required by the terms of the Receivables to transfer to the Indenture Trustee all of its interest and rights in the Receivables and the Interest Rate Swap, except to the extent that any requirement for consent or approval is rendered ineffective under the applicable UCC.

(d) The Issuer has caused, or will cause within 10 days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Collateral to the Indenture Trustee.

(e) The Issuer has delivered to the Indenture Trustee a fully executed agreement pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the Securities Accounts without further consent by the Issuer.

(f) Other than the security interest Granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any part of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering any part of the Collateral, other than any financing statements relating to the security interest Granted to the Indenture Trustee. The Issuer is not aware of any judgment or tax lien filings against it.

(g) The Securities Accounts are not in the name of any Person other than the Issuer or the Indenture Trustee. The Issuer has not consented to the securities intermediary of any Securities Account complying with entitlement orders of any Person other than the Indenture Trustee.

(h) All financing statements filed or to be filed against the Issuer, or any assignor of which the Issuer is the assignee, in favor of the Indenture Trustee in connection with this Indenture describing the Collateral contain a statement substantially to the following effect: “The grant of a security interest in any collateral described in this financing statement will violate the rights of the Secured Parties.”

Section 3.17 Audits of the Issuer. The Issuer agrees that, with reasonable prior notice, it will permit any authorized representative of the Indenture Trustee, the Servicer or the Administrator, during the Issuer’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Issuer relating to the performance of the Issuer’s obligations under this Indenture. In addition, the Issuer will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Issuer’s officers and registered public accountants. Each of the Indenture Trustee, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence all such information except to the extent (a) disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or (b) that the Indenture Trustee, the Servicer or the Administrator, as the case may be, reasonably determines that such disclosure is consistent with its obligations under this Indenture.

Section 3.18 Representations and Warranties of the Issuer. The Issuer represents and warrants to the Indenture Trustee as of the Closing Date:

(a) Organization and Qualification. The Issuer is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware.

(b) Power, Authorization and Enforceability. The Issuer has the power and authority to execute, deliver and perform the terms this Indenture. The Issuer has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Issuer enforceable against the Issuer, 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 Issuer of this Indenture, the consummation by the Issuer of the transactions contemplated by this Indenture and the compliance by the Issuer with this Indenture will not (i) violate any Delaware State law, governmental rule or regulation applicable to the Issuer or any judgment or decree 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 any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Issuer is a debtor or guarantor, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Issuer's ability to perform its obligations under this Indenture.

(d) No Proceedings. To the Issuer's knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court or other governmental authority of the State of Delaware: (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 Trust Property or the Issuer's ability to perform its obligations under, or the validity or enforceability any of the Basic Documents or the Notes.

Section 3.19 Calculation Agent.

(a) The Issuer agrees that for so long as any of the Floating Rate Notes are Outstanding there will at all times be an agent appointed to calculate LIBOR in respect of each Interest Period (the "Calculation Agent"). The Issuer appoints The Bank of New York as Calculation Agent for purposes of determining LIBOR for each Interest Period and The Bank of New York accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, the Issuer will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture.

(a) Subject to Section 4.1(b), this Indenture will cease to be of further effect with respect to the Notes, and the Indenture Trustee, upon Issuer Order and at the expense of the Issuer, will execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:

(i) all Notes that have been authenticated and delivered (other than (x) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (y) Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation;

(ii) the Issuer has paid or caused to be paid all other sums payable under the Basic Documents and all payments due to the Swap Counterparty by the Issuer; and

(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that all conditions precedent relating to the satisfaction and discharge of this Indenture pursuant to this Section 4.1(a) have been complied with.

(b) After the satisfaction and discharge of this Indenture pursuant to Section 4.1(a), this Indenture will continue as to (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture with respect to the property deposited with the Indenture Trustee payable to all or any of them for a period of 2 years following such satisfaction and discharge.

(c) Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate of a Trustee Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Trustee Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

ARTICLE V

REMEDIES

Section 5.1 Events of Default.

(a) The occurrence of any one of the following events will constitute an event of default under this Indenture (each, an “Event of Default”):

(i) failure to pay interest due on any Note of the Controlling Class when the same becomes due and payable on each Payment Date, and such failure continues for a period of 5 days or more;

(ii) failure to pay the principal of any Note at its Final Scheduled Payment Date or Redemption Date, if any;

(iii) failure to observe or perform any material covenant or agreement of the Issuer made in this Indenture (other than covenants and agreements as to which the failure to observe or perform is specifically covered elsewhere in this Section 5.1) or any representation or warranty of the Issuer made in this Indenture or in any Officer’s Certificate or other document delivered pursuant to or in connection with this Indenture proves to have been incorrect in any material respect as of the time made and, in each case, such failure or incorrectness continues for a period of 60 days after notice was given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least 25% of the Note Balance of the Controlling Class specifying such failure or incorrectness, requiring it to be remedied and stating that such notice is a “Notice of Default”; or

(iv) the occurrence of an Insolvency Event with respect to the Issuer.

(b) The Issuer will notify the Indenture Trustee within 5 Business Days after a Responsible Person of the Issuer has actual knowledge of the occurrence of an event set forth in Section 5.1(a)(iii) which with the giving of notice and the lapse of time would become an Event of Default, which notice will describe such Default, the status of such Default and what action

the Issuer is taking or proposes to take with respect to such Default. The Issuer will send a copy of such notice to each Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining a Bank Account.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.

(a) If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of at least a majority of the Note Balance of the Controlling Class may declare all of the Notes to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders). Upon any such declaration, the unpaid Note Balance of the Notes, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable. If an Event of Default specified in Section 5.1(a)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes, and all other amounts payable under this Indenture, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder. Upon any such declaration or automatic acceleration, the Indenture Trustee will promptly notify each Noteholder, the Swap Counterparty and each Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining a Bank Account.

(b) The Noteholders of at least a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind and annul a declaration of acceleration of maturity and its consequences before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if:

(i) the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (1) pay all payments of principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes and the Interest Rate Swap if the Event of Default giving rise to such acceleration had not occurred, (2) pay all amounts owed to the Indenture Trustee under Section 6.7, and (3) pay all other outstanding fees and expenses of the Issuer, and

(ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14.

No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Section 5.3 Collection of Indebtedness by the Indenture Trustee.

(a) The Issuer covenants that if an Event of Default under Section 5.1(a)(i) or (ii) occurs and continues, the Issuer, upon demand of the Indenture Trustee, will pay to the Indenture Trustee for the benefit of the Noteholders, such overdue amount with interest on any overdue principal at the applicable Note Interest Rate and, to the extent lawful, with interest on any overdue interest at the applicable Note Interest Rate. In addition, the Issuer covenants to pay, or to cause the Administrator to pay, the costs and expenses of collection, including all amounts owed to the Indenture Trustee under Section 6.7.

(b) If the Issuer fails to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer and collect the monies adjudged or decreed to be payable in the manner provided by law out of the Collateral.

Section 5.4 Trustee May File Proofs of Claim.

(a) In case there is pending, relative to the Issuer, Proceedings under the Bankruptcy Code or any other federal or State bankruptcy, insolvency or other similar law, or in case a trustee, liquidator, receiver or similar official has been appointed for or taken possession of the Issuer or its property, the Indenture Trustee, irrespective of whether the Indenture Trustee has made any demand pursuant to Section 5.3, may:

(i) file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and file such other papers or documents as may be necessary or advisable in order to have the claims

of the Indenture Trustee (including any amounts due to the Indenture Trustee pursuant to Section 6.7), the Secured Parties allowed in such Proceedings;

(ii) unless prohibited by applicable law, vote on behalf of the Secured Parties in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;

(iii) collect and receive any monies or other property payable or deliverable on any such claims and pay all amounts received with respect to the claims of the Secured Parties, including such claims asserted by the Indenture Trustee on their behalf; and

(iv) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Secured Parties allowed in any judicial proceedings relative to the Issuer, its creditors and its property.

Any trustee, liquidator, receiver or similar official in any such Proceeding is authorized by each Noteholder and the Swap Counterparty to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the making of payments directly to such Noteholders and the Swap Counterparty, to pay to the Indenture Trustee an amount sufficient to cover all amounts owed to the Indenture Trustee under Section 6.7.

(b) Except as provided in Section 5.4(a)(ii), this Indenture does not authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Swap Counterparty any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the Interest Rate Swap or the rights of any Noteholder or the Swap Counterparty to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Swap Counterparty in any such proceeding.

Section 5.5 Trustee May Enforce Claims Without Possession of Notes.

(a) All rights of action and claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production of any of the Notes in any Proceeding relative to any of the Notes, and any such Proceeding instituted by the Indenture Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the amounts owed to the Indenture Trustee under Section 6.7, will be for the benefit of the Secured Parties in respect of which such judgment has been recovered.

(b) In any Proceeding brought by the Indenture Trustee (and any Proceeding involving the interpretation of this Indenture to which the Indenture Trustee is a party), the Indenture Trustee will be held to represent all the Noteholders, and it will not be necessary to make any Noteholder a party to any such Proceeding.

Section 5.6 Remedies; Priorities.

(a) If the Notes have been accelerated under Section 5.2(a), the Indenture Trustee may do one or more of the following (subject to Section 5.7), and will upon direction of a majority of the Controlling Class:

(i) institute a Proceeding in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect to the Notes, enforce any judgment obtained and collect from the Issuer monies adjudged due;

(ii) institute a Proceeding for the complete or partial foreclosure of this Indenture with respect to the Collateral;

(iii) exercise any remedies of a secured party under the UCC and take any other action to protect and enforce the rights and remedies of the Indenture Trustee, the Noteholders and the Swap Counterparty; and

(iv) sell or otherwise liquidate the Collateral or any portion of the Collateral or rights or interest in the Collateral at one or more public or private sales called and conducted in any manner permitted by law.

The Indenture Trustee will notify each Noteholder, the Swap Counterparty and the Depositor of any sale or liquidation pursuant to Section 5.6(a)(iv) at least 15 days (but not less than the time required under the UCC or any other law) before such sale or liquidation. Any Noteholder, the Swap Counterparty or the Depositor may submit a bid with respect to such sale or liquidation.

(b) Notwithstanding Section 5.6(a), the Indenture Trustee is prohibited from selling or otherwise liquidating the Collateral unless:

(i) the Event of Default is described in Section 5.1(a)(i) or (ii); or

(ii) the Event of Default is described in Section 5.1(a) (iii) and:

(1) the Noteholders representing 100% of the Note Balance of the Notes consent to such sale or liquidation; or

(2) the proceeds of such sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the Noteholders including all principal of and accrued interest on the Outstanding Notes and all payments due (including any Swap Termination Payment) under the Interest Rate Swap;

(iii) the Event of Default is described in Section 5.1(a) (iv) and:

(1) the Noteholders representing 100% of the Note Balance of the Controlling Class consent to such sale or liquidation; or

(2) the proceeds of such sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the Secured Parties including all principal of and accrued interest on the Outstanding Notes and all payments due (including any Swap Termination Payment) under the Interest Rate Swap; or

(3) the Indenture Trustee (A) determines (but will have no obligation to make such determination) that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable and (B) obtains the consent of Noteholders of at least 66 2/3% of the Note Balance of the Controlling Class.

In determining whether the condition specified in clause (ii)(2), (iii)(2) or (iii) (3) (A) above has been satisfied, the Indenture Trustee may, but need not, obtain and rely upon an opinion of a nationally recognized Independent investment banking firm or firm of certified public accountants as to the expected proceeds or as to the sufficiency of the Collateral for such purpose.

(c) Any money or property collected by the Indenture Trustee following the occurrence of (i) an Event of Default specified in Section 5.1(a)(i), (ii) or (iv) and an acceleration of the Notes or (ii) an Event of Default specified in Section 5.1(a)(iii) and the sale or other liquidation of the Collateral pursuant to Section 5.6(a)(iv), will be deposited into the Collection Account for distribution in accordance with Section 8.2(e) on the Payment Date following the Collection Period during which such amounts are collected. In all other circumstances, Section 8.2(c) will continue to apply after an Event of Default.

Section 5.7 Optional Preservation of the Collateral. If the Notes have been accelerated under Section 5.2(a) and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the Indenture Trustee may elect to maintain possession of the Collateral. It is the intention of the parties to this Indenture and the Noteholders that there at all times be sufficient funds for the payment of principal of and interest on the Notes and any payments due to the Swap Counterparty. The Indenture Trustee will take such intention into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may obtain and rely upon an opinion of a nationally recognized Independent investment banking firm or firm of certified public accountants as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Section 5.8 Limitation of Suits.

(a) No Noteholder has any right to institute any Proceeding with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless:

(i) such Noteholder has given notice to the Indenture Trustee of a continuing Event of Default;

(ii) the Noteholders of at least 25% of the Note Balance of the Controlling Class have requested the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee under this Indenture;

(iii) such Noteholders have offered reasonable indemnity satisfactory to the Indenture Trustee against any costs, expenses, losses, damages, claims and liabilities that may be incurred by the Indenture Trustee, or its agents, counsel, accountants and experts, in complying with such request;

(iv) the Indenture Trustee has failed to institute such Proceedings for 60 days after its receipt of such notice, request and offer of indemnity; and

(v) the Noteholders of at least a majority of the Note Balance of the Controlling Class have not given the Indenture Trustee any direction inconsistent with such request during such 60 day period.

(b) No Noteholder has any right to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder or to enforce any right under this Indenture, except in the manner provided in this Indenture.

(c) If the Indenture Trustee receives conflicting requests pursuant to Section 5.8(a)(ii) from two or more groups of Noteholders, each evidencing less than a majority of the Note Balance of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, will be taken.

Section 5.9 Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, each Noteholder has an absolute and unconditional right to receive payment of the principal of and any interest on its Note on or after the respective due dates expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute a Proceeding for the enforcement of any such payment in accordance with Section 5.8. Such rights may not be impaired or affected without the consent of such Noteholder.

Section 5.10 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then the Issuer, the Indenture Trustee and the Noteholders, subject to any determination in such Proceeding, will be restored severally and respectively to their former positions under this Indenture, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders will continue as though no such Proceeding had been instituted.

Section 5.11 Rights and Remedies Cumulative. No right or remedy conferred upon or reserved to the Indenture Trustee or to the Noteholders in this Indenture is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, will be cumulative and in addition to every other right and remedy given under this

Indenture or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Indenture, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture will not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders will be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.

Section 5.12 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default will impair any such right or remedy, or constitute a waiver of any such Default or Event of Default. Every right and remedy conferred by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 5.13 Control by Controlling Class of Noteholders. The Noteholders of at least a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee if:

(a) such direction does not conflict with any law or with this Indenture;

(b) except as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the Collateral must be made by Noteholders of 100% of the Note Balance of the Controlling Class;

(c) if the Indenture Trustee elects to retain the Collateral pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of the Controlling Class to sell or liquidate the Collateral will be of no force and effect; and

(d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction from the Noteholders of at least a majority of the Note Balance of the Controlling Class.

Notwithstanding the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 5.14 Waiver of Defaults and Events of Default.

(a) The Noteholders of at least a majority of the Note Balance of the Controlling Class may waive any Default or Event of Default and its consequences except an Event of Default (i) in the payment of principal of or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (ii) in respect of

a covenant or provision of this Indenture that cannot be amended, supplemented or modified without the consent of all Noteholders.

(b) Upon any such waiver, such Default or Event of Default will be deemed not to have occurred for every purpose of this Indenture. No such waiver will extend to any other Default or Event of Default or impair any right relating to any other Default or Event of Default.

Section 5.15 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance of a Note will be deemed to have agreed, that a court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit. This Section 5.15 will not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of the Note Balance of the Notes Outstanding (or in the case of a suit for the enforcement of any right or remedy under this Indenture that is instituted by the Controlling Class, more than 10% of the Note Balance of the Controlling Class) or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.16 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension that may affect the covenants or the performance of this Indenture, and the Issuer (to the extent that it may lawfully do so) waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power in this Indenture granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.17 Performance and Enforcement of Certain Obligations.

(a) At the Administrator’s expense, the Issuer will promptly take all such lawful action as the Indenture Trustee may request to (i) compel the performance by (1) the Depositor and the Servicer of their obligations to the Issuer under the Sale and Servicing Agreement, or (2) the Depositor and Ford Credit of their obligations under or the Purchase Agreement and (ii) exercise any and all rights, remedies, powers, privileges and claims lawfully available to the Issuer under such agreements to the extent and in the manner directed by the Indenture Trustee.

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction of the Noteholders of at least 66 2/3% of the Note Balance of the Controlling Class will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Depositor or the Servicer under the Sale and Servicing Agreement, or (ii) the Depositor or Ford Credit under the Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by such Persons of their obligations to the Issuer under such agreements, and to give any consent, request, notice, direction, approval,

extension or waiver under such agreements, and any right of the Issuer to take such action will be suspended.

(c) Promptly following a request from the Indenture Trustee to do so, and at the Administrator's expense, the Issuer will take all such lawful action as the Indenture Trustee may request to compel the performance by the Swap Counterparty in accordance with the related Interest Rate Swap and to exercise any and all rights, remedies, powers, privileges and claims lawfully available to the Issuer under or in connection with such Interest Rate Swap to the extent and in the manner directed by the Indenture Trustee.

(d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction of the Noteholders evidencing not less than 66 2/3% of the Note Balance of the Outstanding Notes will, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Swap Counterparty, including the right or power to take any action to compel or secure performance or observance by the Swap Counterparty of its obligations to the Issuer under the Interest Rate Swap, and to give any consent, request, notice, direction, approval, extension or waiver under the related Interest Rate Swap, and any right of the Issuer to take such action will be suspended.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.1 Duties of Indenture Trustee.

(a) If an Event of Default has occurred and is continuing, the Indenture Trustee will exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations are to be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by the terms of this Indenture, conforming to the requirements of this Indenture, provided that the Indenture Trustee will examine any such certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Indenture Trustee will not be relieved from liability for its own willful misconduct, negligent action or negligent failure to act, except that:

(i) this Section 6.1(c) does not limit the effect of Section 6.1(b);

(ii) the Indenture Trustee will not be liable for any error of judgment made in good faith by a Responsible Person unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee will not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.13 and 5.17(b).

(d) The Indenture Trustee will not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture or the Sale and Servicing Agreement.

(f) Every provision of this Indenture relating to the conduct of, affecting the liability of or affording protection to the Indenture Trustee is subject to this Section 6.1 and to the TIA.

(g) The Indenture Trustee will not be charged with knowledge of any Default or any Event of Default unless either (i) a Responsible Person of the Indenture Trustee has actual knowledge of such Default or Event of Default or (ii) notice of such Default or Event of Default has been given to the Indenture Trustee in accordance with this Indenture.

Section 6.2 Rights of Indenture Trustee.

(a) The Indenture Trustee may rely and will be protected in acting or refraining from acting upon any certificate, instrument, opinion, report, notice, request, direction, consent or other document believed by it to be genuine and appears on its face to be properly executed and signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matters stated in any such document.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee will not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c) The Indenture Trustee may exercise any of its rights or powers under this Indenture or perform any duties under this Indenture either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, counsel, custodian or nominee appointed with due care by it under this Indenture.

(d) The Indenture Trustee will not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers if such action or omission by the Indenture Trustee does not constitute negligence.

(e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes will be full and complete authorization and protection from liability with respect to any action taken or not taken by the Indenture Trustee under this Indenture in good faith and in accordance with the advice or opinion of such counsel.

(f) The Indenture Trustee is under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture or to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Indenture if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it or (ii) to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by the Indenture Trustee, or its agents, counsel, accountants and experts, in complying with such request or direction.

Section 6.3 Individual Rights of Indenture Trustee. The Indenture Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any of its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent under this Indenture may do the same with like rights.

Section 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee (a) will not be responsible for, and makes no representation or warranty as to, the validity or adequacy of this Indenture or the Notes and (b) will not be accountable for the Issuer’s use of the proceeds from the Notes, or responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.5 Notice of Defaults. Within 90 days after any Default under this Indenture of which the a Responsible Person of the Indenture Trustee has knowledge, the Indenture Trustee will mail as described in Section 313(c) of the TIA to each Noteholder, notice of such Default, unless such Default has been cured or waived, provided that (a) except in the case of a Default in the payment of principal of or interest on any Note, the Indenture Trustee may withhold such notice if and so long as a committee of its Responsible Persons in good faith determines that the withholding of such notice is in the interests of the Noteholders and (b) in the case of any Default specified in Section 5.1(a)(iii), the Indenture Trustee will not give notice to the Noteholders until at least 30 days after the occurrence of such Default.

Section 6.6 Reports by Indenture Trustee.

(a) Upon delivery to the Indenture Trustee by the Servicer of the information prepared by the Servicer pursuant to Section 3.4(a) of the Sale and Servicing Agreement to enable each Noteholder to prepare its federal and State income tax returns, the Indenture Trustee will deliver the relevant portions of such information to each Noteholder of record as of the most recent Record Date (which delivery may be made by making such information available to the

Noteholders through the Indenture Trustee’s website, which initially is located at www.absreporting.com).

(b) On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to each Noteholder of record as of the most recent Record Date (which delivery may be made by e-mail to the e-mail addresses in the note register without need for confirmation of receipt or by making relevant portions of such report available to the Noteholders through the Indenture Trustee’s website, which initially is located at www.absreporting.com). On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to the Owner Trustee (by e-mail without need for confirmation of receipt) to forward to the holder of the Residual Interest.

(c) If required by Regulation AB, the Indenture Trustee will deliver to the Depositor, the Owner Trustee, and the Servicer on or before March 1 of each year, beginning March 1, 2007, an Officer's Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Indenture Trustee to the effect that (i) a review of the Indenture Trustee's activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Indenture has been made under such Responsible Person's supervision and (ii) to such Responsible Person's knowledge, based on such review, the Indenture Trustee has fulfilled in all material respects all of its obligations under this Indenture throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure. If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer's Certificate of the Indenture Trustee as to compliance, such Officer's Certificate may be delivered on or before April 1 of each calendar year.

(d) If required under Regulation AB, the Indenture Trustee will:

(i) deliver to the Depositor, the Owner Trustee and the Servicer, a report, dated as of December 31 of the preceding calendar year, on its assessment of compliance with the applicable minimum servicing criteria regarding general servicing, cash and collection administration, investor remittances and reporting and pool asset administration during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act.

02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The firm may render other services to the Indenture Trustee, but the firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

(iii) The reports referred to in this Section 6.6(d) will be delivered on before March 1 of each year, beginning March 1, 2007 unless the Issuer is not required to file periodic reports under the Exchange Act or any other law, in which case the reports will be delivered on or before April 1 of each calendar year, beginning April 1, 2007.

Section 6.7 Compensation and Indemnity.

(a) The Issuer will pay the Indenture Trustee as compensation for the Indenture Trustee’s services under this Indenture such fees as have been separately agreed upon on the date of this Indenture between the Issuer and the Indenture Trustee. The Indenture Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by the Indenture Trustee, including costs of collection, and the reasonable compensation, expenses and disbursements of the Indenture Trustee’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Indenture Trustee through the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment).

(b) The Issuer will cause the Administrator to indemnify, defend and hold harmless the Indenture 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 Indenture Trustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under this Indenture, 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 this Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Indenture Trustee through the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising from the Indenture Trustee’s breach of any of its representations or warranties set forth in this Indenture.

(c) Promptly upon receipt by the Indenture Trustee, or any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 6.7(b), notify the Issuer and the Administrator of the commencement of such Proceeding. Failure by the Indenture Trustee to so notify the Issuer and the Administrator will not relieve the Issuer or the Administrator of its obligations under this Section 6.7, provided notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of a Proceeding. The Issuer, or, if Issuer 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 Issuer or the Administrator, as applicable, and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. After notice from the Issuer or the Administrator, as applicable, to the Indemnified Person of the intention of the Issuer 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 Issuer or the Administrator, as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer 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 Issuer or the Administrator, as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Administrator, will pay for the separate counsel to the Indemnified Person.

(d) The payment obligations of the Issuer and the Administrator, to the Indenture Trustee pursuant to this Section 6.7 will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. Expenses incurred by the Indenture Trustee after the occurrence of a Default specified in Section 5.1(a)(iv) are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Section 6.8 Replacement of Indenture Trustee.

(a) No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, will become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer. The Noteholders of at least a majority in Note Balance of the Controlling Class may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee.

(b) The Issuer must remove the Indenture Trustee if:

(i) the Indenture Trustee fails to comply with Section 6.11;

(ii) an Insolvency Event occurs with respect to the Indenture Trustee;

(iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or

(iv) the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee.

(c) If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Issuer must appoint a successor Indenture Trustee promptly.

(d) Any successor Indenture Trustee will have all the rights, powers, duties and obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay

all amounts owed to the retiring Indenture Trustee in accordance with Section 8.2 following the retiring Indenture Trustee’s resignation or removal until all such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the Noteholders. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

(e) If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of at least a majority in Note Balance of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(f) Notwithstanding the replacement of the retiring Indenture Trustee pursuant to this Section 6.8, any obligations of the Issuer and the Administrator owing to the retiring Indenture Trustee under Section 6.7 up to the date of removal will continue for the benefit of the retiring Indenture Trustee.

Section 6.9 Successor Indenture Trustee by Merger.

(a) If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association will be the successor Indenture Trustee so long as such corporation or banking association is otherwise qualified and eligible under Section 6.11. The Indenture Trustee will promptly notify the Issuer, the Servicer and the Rating Agencies of any such transaction.

(b) If, at the time any such successor by merger, conversion or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, any of the Notes have been authenticated but not delivered, such successor may adopt the certificate of authentication of any predecessor Indenture Trustee and deliver such Notes so authenticated. If at such time any of the Notes have not been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor Indenture Trustee or in the name of such successor Indenture Trustee. In all such cases, such certificates will have the same force and effect provided for anywhere in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.

Section 6.10 Appointment of Separate Indenture Trustee or Co-Indenture Trustee.

(a) For the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, after delivering written notice to the Issuer and the Servicer, the Indenture Trustee may appoint one or more Persons to act as a separate trustee or separate trustees, or co-trustee or co-trustees, of all or any part of the Issuer, and to vest in such Persons, in such capacity and for the benefit of the Secured Parties, such title to the Collateral, or any part of the Collateral, and, subject to this Section 6.10, such rights, powers, duties and obligations as the Indenture Trustee may consider necessary or desirable. No separate trustee or co-trustee will be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any separate trustee or co-trustee will be required under Section 6.8.

(b) Every 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 Indenture Trustee will be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee will not be authorized to act separately without the Indenture 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 Indenture Trustee will be 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 Collateral or any portion of the Collateral in any such jurisdiction) will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii) no trustee will be personally liable by reason of any act or omission of any other trustee under this Indenture; and

(iii) the Indenture Trustee may accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee will be deemed to have been given to each appointed separate trustee and co-trustee, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee will refer to this Indenture and the conditions of this Section 6.10. 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 Indenture Trustee or separately, as may be provided in such instrument of appointment, subject to this Indenture. Every such instrument will be filed with the Indenture Trustee.

(d) Any separate trustee or co-trustee may appoint the Indenture Trustee as its agent or attorney-in-fact with power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture 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 Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11 Eligibility; Disqualification.

(a) The Indenture Trustee must satisfy the requirements of Section 310(a) of the TIA and must comply with Section 310(b) of the TIA. The Indenture Trustee or its parent must have a combined capital and surplus of at least $50,000,000 as set forth in its most recent annual published report of condition and must have a long-term debt rating of investment grade by each of the Rating Agencies or must otherwise be acceptable to each of the Rating Agencies. Within 10 days after the Indenture Trustee fails to satisfy any of the requirements set forth in this Section 6.11(a), the Indenture Trustee will notify the Issuer and the Servicer of such failure.

(b) Within 90 days after the occurrence of an Event of Default that has not been cured or waived, unless authorized by the Securities and Exchange Commission, the Indenture Trustee will resign with respect to the Class A Notes, the Class B Notes, the Class C Notes and/or the Class D Notes in accordance with Section 6.8, and the Issuer will appoint a successor Indenture Trustee for any or all of such Class A Notes, Class B Notes, Class C Notes and/or Class D Notes, as applicable, so that there will be separate Indenture Trustees for the Class A Notes, Class B Notes, the Class C Notes and the Class D Notes. If the Indenture Trustee fails to comply with the terms of the preceding sentence, the Indenture Trustee must comply with TIA Section 310(b)(ii) and (iii).

(c) If a successor Indenture Trustee is appointed with respect to any of the Class A Notes, Class B Notes, Class C Notes or Class D Notes pursuant to this Section 6.11, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee will execute an indenture supplemental to this Indenture. Such supplemental indenture will contain:

(i) provisions by which the successor Indenture Trustee accepts its appointment;

(ii) provisions necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, duties and obligations of the retiring Indenture Trustee with respect to the Notes to which the appointment of such successor Indenture Trustee relates;

(iii) if the retiring Indenture Trustee is not retiring with respect to all of the Notes, provisions necessary or desirable to confirm that all the rights, powers, duties and obligations of the retiring Indenture Trustee with respect to the Notes as to which the retiring Indenture Trustee is not retiring continue to be vested in the Indenture Trustee; and

(iv) provisions necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee.

Nothing in this Indenture or in such supplemental indenture will constitute such Indenture Trustees co-trustees of the same trust and each such Indenture Trustee will be a trustee of a trust or trusts under this Indenture separate and apart from any trust or trusts under this Indenture administered by any other Indenture Trustee. The indenture supplement will become effective upon the removal of the retiring Indenture Trustee.

Section 6.12 Preferential Collection of Claims Against Issuer. The Indenture Trustee will comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. An Indenture Trustee who has resigned or been removed will be subject to Section 311(a) of the TIA.

Section 6.13 Audits of the Indenture Trustee. The Indenture Trustee agrees that, with reasonable prior notice, it will permit any authorized representative of the Servicer or the Administrator, during the Indenture Trustee’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Indenture Trustee relating to (a) the performance of the Indenture Trustee’s obligations under this Indenture, (b)

any payments of fees and expenses of the Indenture Trustee in connection with such performance and (c) any claim made by the Indenture Trustee under this Indenture. In addition, the Indenture Trustee will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Indenture 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 Indenture. The Indenture Trustee will maintain all such pertinent books, records, reports and other documents and materials for a period of 2 years after the termination of its obligations under this Indenture.

Section 6.14 Representations and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Issuer as of the Closing Date:

(a) Organization and Qualification. The Indenture Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Indenture Trustee is qualified as a foreign banking corporation 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 Indenture Trustee's ability to perform its obligations under this Indenture or the other Basic Documents to which it is a party.

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

(c) No Conflicts and No Violation. The execution and delivery by the Indenture Trustee of this Indenture, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and the compliance by the Indenture Trustee with this Indenture will not (i) violate any federal or New York State law, governmental rule or regulation governing the banking or trust powers of the Indenture 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 Indenture Trustee is a debtor or guarantor or (iii) violate any law or, to the Indenture Trustee's knowledge, any order, rule, or regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture 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 Indenture Trustee's ability to perform its obligations under this Indenture.

(d) No Proceedings. To the Indenture 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 Indenture Trustee or its properties: (i) asserting the invalidity of any of this Indenture or the Sale and Servicing Agreement (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Basic Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Indenture Trustee's ability to perform its obligations under, or the validity or enforceability of, this Indenture.

(e) Eligibility. The Indenture Trustee satisfies the requirements of Section 310(a) of the TIA. The Indenture Trustee or its parent has a combined capital and surplus of at least $50,000,000 as set forth in its most recent annual published report of condition.

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

Section 6.15 Duty to Update Disclosure. The Indenture 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 Indenture Trustee or actions taken by the Indenture 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 The Bank of New York that are material to Noteholders) of Form 10-D under the Exchange Act within 5 days of such occurrence or (ii) the Depositor reasonably requests of the Indenture Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within 5 days of such request or (B) (i) is required to be disclosed under Item 5 (submission of matters to a vote of Noteholders) of Form 10-D under the Exchange Act within 5 days of a Responsible Person of the Indenture Trustee becoming aware of such submission, (ii) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within 2 days of a Responsible Person of the Indenture Trustee becoming aware of such occurrence or (iii) causes the information provided by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Indenture Trustee in light of the circumstances in which they were made not misleading within 5 days of a Responsible Person of the Indenture Trustee becoming aware thereof.

Section 6.16 Establishment of Swap Collateral Acounts. If the Swap Counterparty is required to collateralize the Interest Rate Swap pursuant to the Interest Rate Swap, the Indenture Trustee, upon request by the Administrator, will establish individual collateral accounts and will hold any securities deposited in such accounts in trust and will, to the extent such investment options are acceptable to the Indenture Trustee, invest any cash amounts in such accounts in Permitted Investments.

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.1 Names and Addresses of Noteholders. If the Indenture Trustee is not the Note Registrar, the Issuer will furnish a list of the names and addresses of the Noteholders of any Definitive Notes to the Indenture Trustee (a) not more than 5 days after each Record Date, as of such Record Date and (b) not more than 30 days after receipt by the Issuer of a request from the Indenture Trustee, as of a date not more than 10 days before the time such list is furnished. If the Indenture Trustee is the Note Registrar, the Indenture Trustee, upon the request of the Owner Trustee, will furnish within 10 days to the Owner Trustee a list of Noteholders of all Book-Entry Notes as of the date specified by the Owner Trustee.

Section 7.2 Preservation of Information; Communications to Noteholders.

(a) The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Indenture Trustee pursuant to Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it pursuant to Section 7.1 upon receipt of a new list.

(b) Noteholders may communicate pursuant to Section 312(b) of the TIA with other Noteholders with respect to their rights under this Indenture or under the Notes.

Section 7.3 Reports by Issuer.

(a) The Issuer will:

(i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may prescribe) that the Issuer is required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Indenture Trustee and the Securities and Exchange Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture, as may be prescribed by the Securities and Exchange Commission; and

(iii) supply to the Indenture Trustee such information, documents and reports (or summaries) required to be filed by the Issuer pursuant to Section 7.3(a)(i) and (ii) as may be required by rules and regulations prescribed by the Securities and Exchange Commission.

(b) (i) The Indenture Trustee will mail as described in TIA Section 313(c) to all Noteholders the information, documents and reports (or summaries) supplied to the Indenture Trustee pursuant to Section 7.3(a).

Section 7.4 Reports by Indenture Trustee.

(a) Within 90 days after each April 15, beginning April 15, 2007, the Indenture Trustee will prepare and mail to each Noteholder a report dated as of such April 15 that complies with Section 313(a) of the TIA, but only if such report is required pursuant Section 313(a) of the TIA. The Indenture Trustee will also prepare and mail to Noteholders any report required pursuant to Section 313(b) of the TIA. Any report mailed to the Noteholders pursuant to this Section 7.4(a) will be mailed in compliance with Section 313(c) of the TIA.

(b) The Indenture Trustee will file with the Securities and Exchange Commission and any stock exchange on which the Notes are listed a copy of each report delivered pursuant to Section 7.4(a) at the time of its mailing to Noteholders. The Issuer will notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.1 Collection of Money.

(a) Except as otherwise provided in this Indenture, the Indenture Trustee may demand payment or delivery of, and will receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the Sale and Servicing Agreement. The Indenture Trustee will apply all such money received by it as provided in this Indenture and the Sale and Servicing Agreement.

(b) The Issuer, or the Administrator on its behalf, will direct each Swap Counterparty to remit any Net Swap Receipts and any Swap Termination Payments payable to the Issuer to the Collection Account; provided, however, that upon direction of the Administrator, the Indenture Trustee may apply a part or all of any Swap Termination Payment as an initial payment to a replacement Swap Counterparty.

Section 8.2 Trust Accounts; Distributions and Disbursements.

(a) On or before the Closing Date, the Issuer will cause the Servicer or the Depositor, as applicable, to establish the Trust Accounts as provided in Section 4.1 of the Sale and Servicing Agreement.

(b) On or before each Payment Date, the Indenture Trustee will withdraw all amounts required to be withdrawn from the Reserve Account and deposit them into the Collection Account pursuant to Section 4.4 of the Sale and Servicing Agreement.

(c) As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the

Collection Account and make deposits and payments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority:

(i) first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee (pro rata based on the amount due to such Person) to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year;

(ii) second, to the Servicer, the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods;

(iii) third, to the Swap Counterparty, any Net Swap Payment due;

(iv) fourth, to the Noteholders of Class A Notes and the Swap Counterparty, interest due on the Class A Notes and any Swap Termination Payment due to the Swap Counterparty, pro rata based on the Note Balances of the Class A Notes and the amount of such Swap Termination Payment; provided that if any amounts allocable to the Class A Notes are not needed to pay interest due on such Notes, such amounts will be applied to pay the portion of any Swap Termination Payment remaining unpaid;

(v) fifth, to the Principal Payment Account, the First Priority Principal Payment;

(vi) sixth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes;

(vii) seventh, to the Principal Payment Account, the Second Priority Principal Payment;

(viii) eighth, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes;

(ix) ninth, to the Principal Payment Account, the Third Priority Principal Payment;

(x) tenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes;

(xi) eleventh, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance;

(xii) twelfth, to the Principal Payment Account, the Regular Principal Payment;

(xiii) thirteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee (pro rata based on the amount due to

such Person) to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and

(xiv) fourteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date.

(d) On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw the funds on deposit in the Principal Payment Account and make deposits and payments in the following order of priority, in each case, applied ratably in accordance with the Note Balance of the Notes of such Class:

(i) first, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes has been reduced to zero;

(ii) second, to the Noteholders of the Class A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-2a Notes and the Class A-2b Notes has been reduced to zero;

(iii) third, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes has been reduced to zero;

(iv) fourth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes has been reduced to zero;

(v) fifth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes has been reduced to zero;

(vi) sixth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes has been reduced to zero;

(vii) seventh, to the Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes has been reduced to zero; and

(viii) eighth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any funds remaining on deposit in the Principal Payment Account.

(e) Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of Default specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(a)(iv), then on each Payment Date following the Collection Period

during which Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority:

(i) first, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee (pro rata based on the amount due to such Person);

(ii) second, to the Servicer for due and unpaid Servicing Fees;

(iii) third, to the Swap Counterparty, any Net Swap Payment due;

(v) fifth, to the Noteholders of the Class A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes is reduced to zero;

(vi) sixth, to the Noteholders of the Class A-2a Notes and the Noteholders of the Class A-2b Notes, pro rata based on their respective principal balance in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes is reduced to zero;

(vii) seventh, to the Noteholders of the Class A-3 Notes in payment of principal until the Note Balance of the Class A-3 Notes is reduced to zero;

(viii) eighth, to the Noteholders of the Class A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes is reduced to zero;

(ix) ninth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes;

(x) tenth, to the Noteholders of the Class B Notes in payment of principal until the Note Balance of the Class B Notes is reduced to zero;

(xi) eleventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes;

(xii) twelfth, to the Noteholders of the Class C Notes in payment of principal until the Note Balance of the Class C Notes is reduced to zero;

(xiii) thirteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes;

(xiv) fourteenth, to Noteholders of the Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; and

(xv) fifteenth, to the Trust Distribution Account (or if the Trust Distribution Account has not been established, to the holder of the Residual Interest), any money or property remaining after payment in full of the amounts described in Section 8.2(e)(i) through (xiv).

(f) Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of principal to the Noteholders of the Class A Notes, (ii) the subordination of interest payments to the Noteholders of the Class C Notes to the payment of principal to the Noteholders of the Class A Notes and the Class B Notes and (iii) the subordination of interest payments to the Noteholders of the Class D Notes to the payment of principal to the Noteholders of the Class A Notes, the Class B Notes and the Class C Notes pursuant to Section 8.2(c) is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.

Section 8.3 General Provisions Regarding Bank Accounts.

(a) The Indenture Trustee will not be liable by reason of any insufficiency in any of the Bank Accounts resulting from any loss on any Permitted Investment included in the Bank Accounts, except for losses attributable to the Indenture Trustee’s failure to make payments on such Permitted Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee. In addition, the Indenture Trustee has no duty to monitor the activities of any Qualified Institution or Qualified Trust Institution (unless such Qualified Institution or Qualified Trust Institution is also the Indenture Trustee) and will not be liable for the actions or inactions of any Qualified Institution or Qualified Trust Institution (unless such Qualified Institution or Qualified Trust Institution is also the Indenture Trustee).

(b) A Responsible Person of the Indenture Trustee will provide notice to the Qualified Institution or Qualified Trust Institution maintaining the Reserve Account and the Collection Account (if not the Indenture Trustee) if an Event of Default has occurred and is continuing with respect to the Notes.

Section 8.4 Release of Collateral.

(a) The Indenture Trustee will release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer's Certificate and an Opinion of Counsel meeting the requirements of Section 11.1.

(b) To facilitate the Servicer’s servicing of the Receivables pursuant to the Sale and Servicing Agreement, the Indenture Trustee will be deemed to release, and does release, and

each Noteholder or Note Owner by its acceptance of a Note or a beneficial interest in a Note respectively acknowledges that the Indenture Trustee will release any and all liens and other rights and interests it possesses or may possess from time to time, without further action of the parties, in, to and under:

(i) each Receivable and all proceeds of such Receivable, effective on the date on which a Purchase Amount with respect to such Receivable is deposited into the Collection Account;

(ii) each Receivable and the proceeds of such Receivable and the rights of Ford Credit (individually or as Servicer) under any contract or agreement for the sale of such Receivable in accordance with Section 3.3 of the Sale and Servicing Agreement, effective immediately prior to the date on which such contract or agreement arises (provided that the Servicer will receive and apply all proceeds of such sale in accordance with Section 3.3 of the Sale and Servicing Agreement); and

(iii) each Receivable and the proceeds of such Receivable, effective upon the date (if any) on which such Receivable became a Liquidated Receivable and the proceeds of a sale by auction or other disposition of the related Financed Vehicle have been received and applied.

(c) Upon request by the Servicer or the Issuer, the Indenture Trustee will execute instruments and authorize or file termination statements to release property from the lien of this Indenture or convey the Indenture Trustee’s interest in the same to effect the transfers of Receivables permitted by Sections 8.4 or 10.1. No party relying upon an instrument or authorization executed by the Indenture Trustee as provided in this Article VIII is required to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or require evidence as to the application of any monies.

(d) The Indenture Trustee, at such time as there are no Notes Outstanding, all sums due from the Issuer to the Indenture Trustee pursuant to Section 6.7 have been paid in full and all payments due under the Interest Rate Swap (including any Swap Termination Payment) have been paid in full, will release the Collateral from the lien of this Indenture and release to the Issuer or any other Person entitled to such funds, the funds then on deposit in the Bank Accounts under this Indenture. The Indenture Trustee will release property from the lien of this Indenture pursuant to this Section 8.4(d) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the TIA meeting the requirements of Section 11.1.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Noteholders.

(a) Without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, the Issuer and the Indenture Trustee (when directed by Issuer Order) may

enter into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes:

(i) to correct or amplify the description of any property subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture;

(ii) to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture and in the Notes;

(iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision in this Indenture or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders or the Swap Counterparty;

(vi) to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI;

(vii) to modify, eliminate or add to the provisions of this Indenture as necessary to effect the qualification of this Indenture under the TIA and to add to this Indenture such other provisions as may be required by the TIA; or

(viii) to make such changes as necessary to permit the Class D Notes to be held in book-entry form.

All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee. The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture.

(b) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures

supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture or for the purpose of issuing additional securities in exchange for all or a portion of the Residual Interest, subject to the following conditions:

(i) the Issuer delivers, or causes the Administrator to deliver to the Indenture Trustee an Officer’s Certificate to the effect that such amendment will not have a material adverse effect on the Notes;

(ii) the Issuer delivers an Opinion of Counsel to the Indenture 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) with respect to the issuance of additional securities only, adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes;

(iii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment; and

(iv) with respect to the issuance of additional securities only, (A) payments of interest on such additional securities on each Payment Date will be subordinate to payments of interest on the Notes, (B) payments of principal of such additional securities will be subordinate to payments of principal on the Notes and (C) either (x) such additional securities are registered under the Securities Act or (y) the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

Section 9.2 Supplemental Indentures with Consent of Noteholders.

(a) The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of the Controlling Class, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture subject to the following conditions:

(i) the Issuer delivers an Opinion of Counsel to the Indenture 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 or (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; and

(ii) each Rating Agency provides Rating Agency Confirmation with respect to such amendment.

No such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by such supplemental indenture, will:

(i) modify or alter Section 9.1 or this Section 9.2;

(ii) change (A) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (B) the principal amount of or interest rate on any Note, (C) the price at which the Notes may be redeemed or the percentage of the Initial Pool Balance at which the Servicer may exercise its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement, (D) the provisions of this Indenture relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable, or (E) impair the right of Noteholders to institute suits to enforce this Indenture;

(iii) reduce the percentage of the Note Balance of the Notes Outstanding or the Controlling Class required for any action;

(iv) modify or alter (A) the proviso to the definition of “Outstanding” or (B) the definition of “Controlling Class”;

(v) modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or

(vi) permit the creation of any lien ranking prior or equal to the lien of this Indenture with respect to any part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Basic Documents, release the lien of this Indenture with respect to any part of the Collateral.

(b) It will not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such Act of Noteholders approves the substance of such proposed supplemental indenture.

Section 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification of the trusts created by this Indenture, the Indenture Trustee will be entitled to receive, and subject to Sections 6.1 and 6.2, will be fully protected in relying upon, an Opinion of Counsel to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied. The Indenture Trustee may, but is not obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, powers, duties, obligations, liabilities or immunities under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to this Article IX, this Indenture will be modified and amended in accordance with such supplemental indenture, and such supplemental indenture will be part of this Indenture for any and all purposes. Every Noteholder of Notes authenticated and delivered before or after such supplemental indenture will be bound by such supplemental indenture.

Section 9.5 Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX will conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture is qualified under the Trust Indenture Act.

Section 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee will, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X

REDEMPTION OF NOTES

Section 10.1 Redemption.

(a) The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer on any Payment Date on which the Servicer exercises its option to purchase the Trust Property pursuant to Section 8.1 of the Sale and Servicing Agreement. After the Servicer notifies the Indenture Trustee that it will exercise its option pursuant to Section 8.1 of the Sale and Servicing Agreement, the Indenture Trustee will promptly notify the Noteholders and the Swap Counterparty:

(i) of the outstanding Note Balance of each Class of the Notes to be prepaid as of the most recent Payment Date and that the Notes plus accrued and unpaid interest on such Notes at the applicable Note Interest Rate to the Redemption Date will be paid in full;

(ii) of the place where such Notes are to be surrendered for final payment (which will be the office or agency of the Issuer maintained as provided in Section 3.2); and

(iii) that on the Redemption Date, the outstanding principal amount will become due and payable upon the Notes and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer defaults in the payment of the Notes on the Redemption Date.

(b) The Issuer will cause the Servicer to deposit by 10:00 a.m. (New York City time) on the Business Day preceding the Redemption Date in the Collection Account the amount

required pursuant to Section 8.1 of the Sale and Servicing Agreement, whereupon all such Notes will be paid in full on the Redemption Date.

(c) On the Redemption Date, the outstanding principal amount of the Notes will be due and payable and interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer defaults in the payment of the Notes on the Redemption Date. Upon redemption, the Indenture Trustee agrees to execute any and all instruments to release the Collateral from the lien of this Indenture and release to the Issuer or any other Person entitled to any funds then on deposit in the Bank Accounts under this Indenture.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Compliance Certificates and Opinions, etc.

(a) In connection with any order or request by the Issuer to the Indenture Trustee to take any action under this Indenture, the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an "Issuer Order" or "Issuer Request", as applicable): (i) a written order or a written request, respectively, signed in the name of the Issuer by any one of its Responsible Persons and delivered to the Indenture Trustee, (ii) an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to the proposed action have been complied with, (iii) upon request of the Indenture Trustee, an Opinion of Counsel and (iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants of national reputation selected by the Issuer. However, in the case of any such application or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished.

(b) Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture will include:

(i) a statement that each signatory of such certificate or opinion has read such covenant or condition and the definitions in this Indenture relating to such covenant or condition;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(c) (i) Before depositing any cash or property with the Indenture Trustee that is to be made the basis for the release of any property subject to the lien of this Indenture, the

Issuer will, furnish to the Indenture Trustee (A) an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the cash or property to be so deposited and (B) an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current calendar year, as set forth in the certificates delivered pursuant to 11.1(c)(i)(A), is 10% or more of the Note Balance of the Notes Outstanding, but such a certificate need not be furnished with respect to any property or securities so deposited, if the fair value of such property or securities to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes Outstanding.

(ii) Whenever any property or securities are to be released from the lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions of this Indenture and (B) an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(c)(iii), or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(c)(ii)(A) and this Section 11.1(c)(ii)(B), equals 10% or more of the Note Balance of the Notes Outstanding, but such certificate need not be furnished in the case of any release of property or securities, if the fair value of such property or securities as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes Outstanding.

(iii) Notwithstanding Section 2.9 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles in the ordinary course of its business provided that all proceeds, Recoveries and related amounts and proceeds of such dispositions are applied in accordance with the provisions of this Indenture and (B) make cash payments out of the Bank Accounts, in each case, as and to the extent permitted or required by the Basic Documents.

(d) If the Securities and Exchange Commission issues an exemptive order under Section 304(d) of the TIA modifying the Indenture Trustee’s obligations under Sections 314(c) and 314(d)(1) of the TIA, the Indenture Trustee will release property from the lien of this Indenture only in accordance with the Basic Documents and the conditions and procedures set forth in such exemptive order.

Section 11.2 Form of Documents Delivered to Indenture Trustee.

(a) Any Officer's Certificate of a Responsible Person of the Issuer may be based, insofar as it relates to legal matters, upon an opinion of counsel, unless such officer

knows, or in the exercise of reasonable care should know, that such opinion, with respect to the matters upon which such Officer’s Certificate is based, is erroneous. Any Officer's Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, insofar as it relates to factual matters, upon an Officer's Certificate of or representation by a Responsible Person of the Servicer, the Depositor or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuer or the Administrator, unless such Responsible Person of the Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer's Certificate or representation with respect to such matters is erroneous.

(b) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Section 11.3 Acts of Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a specified percentage of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing. Except as otherwise provided in this Indenture such action will become effective when such instrument or instruments are delivered to the Indenture Trustee, and, if required, to the Issuer. Such instrument or instruments (and the action embodied in such instrument or instruments and evidenced by such instrument or instruments) are sometimes referred to in this Indenture as the “Act of Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent will be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 11.3.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c) Any Act of Noteholders will bind the Noteholder of every Note issued upon the registration of such Note or in exchange for such Note or in lieu of such Note, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance on such Note, whether or not notation of such action is made upon such Note.

Section 11.4 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.

(a) Unless otherwise specified in this Indenture, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Indenture must be in writing and will be deemed to have been given and made:

(i) upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, 3 days after deposit in the mail;

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

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

(iv) in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery of an email to such recipient stating that such electronic posting has occurred.

Unless otherwise specified in this Indenture, 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) 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 Indenture will be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice.

Section 11.5 Notices to Noteholders; Waiver.

(a) Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by facsimile, to each Noteholder adversely affected by such event, at its address or facsimile number as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given.

(b) Where this Indenture provides for notice in any manner, such notice may be waived by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Indenture Trustee but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture, then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice.

(d) Where this Indenture provides for notice to the Rating Agencies, failure to give such notice will not affect any other rights or obligations created under this Indenture, and will not under any circumstance constitute a Default or Event of Default.

Section 11.6 Conflict with Trust Indenture Act. If any provision of this Indenture limits, qualifies or conflicts with another provision of this Indenture that is required or deemed to be included in this Indenture by any of the provisions of the TIA, such required or deemed provision will control. The provisions of Sections 310 through 317 of the TIA that impose duties on any Person (including the provisions automatically deemed included in this Indenture unless expressly excluded by this Indenture) are a part of and govern this Indenture.

Section 11.7 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, will give to any Person, other than the parties to this Indenture and their successors under this Indenture, and the Secured Parties and any other party secured under this Indenture, and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture, except that the Swap Counterparty has no right to institute any Proceeding, judicial or otherwise, with respect to enforcement of remedies under Article V of this Indenture upon the occurrence of an Event of Default.

Section 11.8 GOVERNING LAW. THIS INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 11.9 Submission to Jurisdiction. The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Indenture. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 11.10 WAIVER OF JURY TRIAL. EACH PARTY TO THIS INDENTURE 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 INDENTURE OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE.

Section 11.11 Severability. If any of the covenants, agreements or terms of this Indenture is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Indenture and will in no way affect the validity, legality or enforceability of the remaining Indenture or of the Notes or the rights of the Noteholders.

Section 11.12 Counterparts. This Indenture may be executed in any number of counterparts. Each counterpart will be an original, and all counterparts will together constitute one and the same Indenture.

Section 11.13 Headings. The headings in this Indenture are included for convenience only and will not affect the meaning or interpretation of this Indenture.

Section 11.14 Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, the Issuer, at its expense, will effect such recording and

deliver an Opinion of Counsel to the Indenture Trustee (which may be counsel to the Issuer or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Secured Parties or any other Person secured under this Indenture or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.15 Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection with this Indenture or the Notes, against (i) the Indenture Trustee or the Owner Trustee each in its individual capacities, (ii) any holder of a beneficial interest in the Issuer, (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity or (iv) any holder of a beneficial interest in the Owner Trustee or the Indenture Trustee, each in its individual capacity, except as any such Person may have agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities). For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer under this Indenture, the Owner Trustee will be subject to, and entitled to the benefits of, Articles V, VI and VII of the Trust Agreement.

Section 11.16 Subordination of Claims against the Depositor.

(a) The obligations of the Issuer under this Indenture are solely the obligations of the Issuer and do not represent any obligation or interest in any assets of the Depositor. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or a beneficial interest in a Note, acknowledge and agree that they have no right, title or interest in or to any Other Assets of the Depositor. Notwithstanding the preceding sentence, if such Indenture Trustee, Noteholder or Note Owner 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 such Indenture Trustee, Noteholder or Note Owner 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 Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.16 and this Section 11.16 may be enforced by an action for specific performance.

(b) This Section 11.16 is for the third party benefit of those entitled to rely on this Section 11.16 and will survive the termination of this Indenture.

Section 11.17 No Petition. The Indenture Trustee, each Noteholder or Note Owner, by accepting a Note or a beneficial interest in a Note, each covenants and agrees that, before the date that is 1 year and 1 day after the payment in full of all securities issued by the Depositor or the Issuer, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents. This Section 11.17 will survive the resignation or removal of the Indenture Trustee under the Indenture and the termination of this Indenture.

EXECUTED BY:
	FORD CREDIT AUTO OWNER TRUST 2006-A, as Issuer

	By: U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A By: /s/ Barbara A. Nastro Name: Barbara A. Nastro Title: Vice President


	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee By: /s/ John Bobko Name: John Bobko Title: Vice President

EXHIBIT A-1

FORM OF CLASS A-1 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER OF THIS NOTE, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

EACH NOTE OWNER, BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS NOTE.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT TO THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 3(a)(3) OF THE SECURITIES ACT OF 1933.

A-1-1

REGISTERED	$540,000,000

No. R-1	CUSIP NO. 34527R LM 3

FORD CREDIT AUTO OWNER TRUST 2006-A

CLASS A-1 4.7248% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED FORTY MILLION DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class A-1 Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class A-1 Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the November 2006 Payment Date (the “Class A-1 Final Scheduled Payment Date”) or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class A-1 Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the previous Payment Date on which interest has been paid (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of actual days elapsed and a 360-day year.

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note will be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

This Note is one of a duly authorized issue of Class A-1 4.7248% Asset Backed Notes (the “Class A-1 Notes”) of the Issuer. Also authorized under the Indenture are the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes. The Indenture and all indentures supplemental to the

A-1-2

Indenture set forth the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class A-1 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-1 Notes are subordinated to the rights of the Swap Counterparty to receive payments (other than any Swap Termination Payment) pursuant to the Interest Rate Swap. Interest on and principal of the Notes will be payable in accordance with the priority of payments set forth in Section 8.2 of the Indenture.

Payments of interest on this Note on each Payment Date, together with any installment of principal to the extent not in full payment of this Note, will be made to the Registered Noteholder of this Note either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities for such wire transfer, if such Noteholder has provided to the Note Registrar appropriate written instructions at least 5 Business Days before such Payment Date and such Noteholder’s Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first class mail, postage prepaid, to such Registered Noteholder’s address as it appears on the Note Register on each Record Date. However, unless Definitive Notes have been issued to Note Owners, payment will be made by wire transfer in immediately available funds to the account designated by Cede & Co., as nominee of the Clearing Agency or any successor nominee. Such payments will be made without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Payment Date will be binding upon all future Noteholders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange of this Note or in lieu of this Note, whether or not noted on this Note. If funds are expected to be available for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Registered Noteholder of this Note as of the preceding Record Date by notice mailed or transmitted by facsimile before such Payment Date, and the amount then due and payable will be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer will pay interest on overdue installments of interest at the Class A-1 Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

The transfer of this Note is subject to the restrictions on transfer specified on the face of this Note and the other limitations set forth in the Indenture. The transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new Notes of the same Class in authorized denominations and in the same aggregate principal amount will be issued to the

A-1-3

designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by its acceptance of a Note or a beneficial interest in a Note, covenants and agrees that no recourse may be taken with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection with the Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii) any holder of a beneficial interest in the Issuer, (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity, or (iv) any holder of a beneficial interest in the Owner Trustee or the Indenture Trustee, each in its individual capacity, except as any such Person may have agreed.

The obligations of the Issuer under the Indenture are solely the obligations of the Issuer and do not represent any obligation or interest in any assets of the Depositor. Each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, acknowledges and agrees that it has no right, title or interest in or to any Other Assets of the Depositor. Notwithstanding the preceding sentence, if such Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from 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 such Noteholder or Note Owner further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be 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 WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

Each Noteholder or Note Owner, by acceptance of a Note or a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any of the other Basic Documents.

A-1-4

secured by the Collateral. Each Noteholder or Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to agree to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

With respect to any date of determination, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note is registered as of such date as the owner of such Note for the purpose of receiving payments of principal of and any interest on such Note and for all other purposes, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee will recognize notice to the contrary.

The Indenture permits, with certain exceptions requiring the consent of all adversely affected Noteholders as provided in the Indenture, the amendment of the Indenture and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture by the Issuer with the consent of the Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Class. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders provided certain conditions are satisfied. In addition, the Indenture contains provisions permitting the Noteholders of Notes evidencing specified percentages of the Note Balance of the Notes Outstanding or of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note will be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange of this Note or in lieu of this Note whether or not notation of such consent or waiver is made upon this Note.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

No reference in this Note to the Indenture, and no provision of this Note or of the Indenture, will alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency prescribed in this Note.

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covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note, by its acceptance of this Note, agrees that, except as provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder has no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained in this Note will be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Unless the certificate of authentication on this Note has been executed by the Indenture Trustee whose name appears below by manual signature, this Note will not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

A-1-6

The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006




	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-1 Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

A-1-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

____________________________________

(name and address of assignee)

the within Note and all rights under said Note, and hereby irrevocably constitutes and appoints _________________, attorney, to transfer said Note on the books kept for registration of said Note, with full power of substitution in the premises.

Dated:		*/
	Signature Guaranteed


*/

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in Securities Transfer Agents Medallion Program or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act.

A-1-8

EXHIBIT A-2a

FORM OF CLASS A-2a NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

A-2a-1

REGISTERED	$500,000,000

No. R-1	CUSIP NO. 34527R LN 1

FORD CREDIT AUTO OWNER TRUST 2006-A

CLASS A-2a 5.04% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED MILLION DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class A-2a Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class A-2a Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the September 2008 Payment Date (the “Class A-2a Final Scheduled Payment Date”) or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class A-2a Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

This Note is one of a duly authorized issue of Class A-2a 5.04% Asset Backed Notes (the “Class A-2a Notes”) of the Issuer. Also authorized under the Indenture are the Class A-1 Notes,

A-2a-2

the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes. The Indenture and all indentures supplemental to the Indenture set forth the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class A-2a Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-2a Notes are subordinated to the rights of the Swap Counterparty to receive payments (other than any Swap Termination Payment) pursuant to the Interest Rate Swap. Interest on and principal of the Notes will be payable in accordance with the priority of payments set forth in Section 8.2 of the Indenture.

The Issuer will pay interest on overdue installments of interest at the Class A-2a Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

A-2a-3

requirements of the Note Registrar, and thereupon one or more new Notes of the same Class in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

THIS SUBORDINATION AGREEMENT WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

A-2a-4

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, State, and local income and franchise tax purposes, each Class of Notes, if beneficially owned by a Person other than Ford Credit, will qualify as indebtedness of the Issuer secured by the Collateral. Each Noteholder or Note Owner, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to agree to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

A-2a-5

their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note, by its acceptance of this Note, agrees that, except as provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder has no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained in this Note will be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note will not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

A-2a-6

The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006




	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2a Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

A-2a-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

Dated:		*/
	Signature Guaranteed


*/

A-2a-8

EXHIBIT A-2b

FORM OF CLASS A-2b NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

A-2b-1

REGISTERED	$549,951,000

No. R-1	CUSIP NO. 34527R LP 6

FORD CREDIT AUTO OWNER TRUST 2006-A

CLASS A-2b FLOATING RATE ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED FORTY-NINE MILLION NINE HUNDRED FIFTY-ONE THOUSAND DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class A-2b Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class A-2b Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the September 2008 Payment Date (the “Class A-2b Final Scheduled Payment Date”) or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class A-2b Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

The Issuer will pay interest on this Note at a rate based on LIBOR determined in accordance with the terms of the Indenture which rate will not be less than LIBOR plus 0.01% on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the previous Payment Date on which interest has been paid (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding such Payment Date. Interest will be computed on the basis of actual days elapsed and a 360-day year.

This Note is one of a duly authorized issue of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”) of the Issuer. Also authorized under the Indenture are the Class

A-2b-2

A-1 Notes, the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes. The Indenture and all indentures supplemental to the Indenture set forth the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class A-2b Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-2b Notes are subordinated to the rights of the Swap Counterparty to receive payments (other than any Swap Termination Payment) pursuant to the Interest Rate Swap. Interest on and principal of the Notes will be payable in accordance with the priority of payments set forth in Section 8.2 of the Indenture.

The Issuer will pay interest on overdue installments of interest at the Class A-2b Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

A-2b-3

writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new Notes of the same Class in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

THIS SUBORDINATION AGREEMENT WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

A-2b-4

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

A-2b-5

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

A-2b-6

The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006




	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2b Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

A-2b-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

Dated:		*/
	Signature Guaranteed


*/

A-2b-8

EXHIBIT A-3

FORM OF CLASS A-3 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS NOTE.

A-3-1

REGISTERED	$901,239,000

No. R-1	CUSIP NO. 34527R LQ 4

FORD CREDIT AUTO OWNER TRUST 2006-A

CLASS A-3 5.05% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of NINE HUNDRED ONE MILLION TWO HUNDRED THIRTY-NINE THOUSAND DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class A-3 Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class A-3 Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the March 2010 Payment Date (the “Class A-3 Final Scheduled Payment Date”) or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class A-3 Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

A-3-2

This Note is one of a duly authorized issue of Class A-3 5.05% Asset Backed Notes (the “Class A-3 Notes”) of the Issuer. Also authorized under the Indenture are the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes. The Indenture and all indentures supplemental to the Indenture set forth the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class A-3 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-3 Notes are subordinated to the rights of the Swap Counterparty to receive payments (other than any Swap Termination Payment) pursuant to the Interest Rate Swap. Interest on and principal of the Notes will be payable in accordance with the priority of payments set forth in Section 8.2 of the Indenture.

The Issuer will pay interest on overdue installments of interest at the Class A-3 Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

A-3-3

duly executed by, the Noteholder hereof or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new Notes of the same Class in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

THIS SUBORDINATION AGREEMENT WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

A-3-4

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

A-3-5

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

A-3-6

The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006



	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-3 Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

A-3-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

Dated:		*/
	Signature Guaranteed


*/

A-3-8

EXHIBIT A-4

FORM OF CLASS A-4 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS NOTE.

A-4-1

REGISTERED	$316,809,000

No. R-1	CUSIP NO. 34527R LR 2

FORD CREDIT AUTO OWNER TRUST 2006-A

CLASS A-4 5.07% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of THREE HUNDRED SIXTEEN MILLION EIGHT HUNDRED NINE THOUSAND DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class A-4 Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class A-4 Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the December 2010 Payment Date (the “Class A-4 Final Scheduled Payment Date”) or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class A-4 Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

A-4-2

This Note is one of a duly authorized issue of Class A-4 5.07% Asset Backed Notes (the “Class A-4 Notes”) of the Issuer. Also authorized under the Indenture are the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes. The Indenture and all indentures supplemental to the Indenture set forth the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class A-4 Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-4 Notes are subordinated to the rights of the Swap Counterparty to receive payments (other than any Swap Termination Payment) pursuant to the Interest Rate Swap. Interest on and principal of the Notes will be payable in accordance with the priority of payments set forth in Section 8.2 of the Indenture.

The Issuer will pay interest on overdue installments of interest at the Class A-4 Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

A-4-3

THIS SUBORDINATION AGREEMENT WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(a) OF THE BANKRUPTCY CODE.

A-4-4

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

A-4-5

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

A-4-6

The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006




	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-4 Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

A-4-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

Dated:		*/
	Signature Guaranteed


*/

A-4-8

EXHIBIT B

FORM OF CLASS B NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS NOTE.

B-1

REGISTERED	$88,674,000

No. R-1	CUSIP NO. 34527R LS 0

FORD CREDIT AUTO OWNER TRUST 2006-A

Class B 5.29% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of EIGHTY-EIGHT MILLION SIX HUNDRED SEVENTY-FOUR THOUSAND DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class B Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class B Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the April 2011 Payment Date (the “Class B Final Scheduled Payment Date”)or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class B Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

This Note is one of a duly authorized issue of Class B 5.29% Asset Backed Notes (the “Class B Notes”) of the Issuer. Also authorized under the Indenture are the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class C

B-2

Notes and the Class D Notes. The Indenture and all indentures supplemental to the Indenture set forth the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class B Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class B Notes are subordinated in right of payment to the Class A Notes and to amounts payable to the Swap Counterparty pursuant to the Interest Rate Swap as and to the extent provided in the Indenture.

The Issuer will pay interest on overdue installments of interest at the Class B Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

The transfer of this Note is subject to the restrictions on transfer specified on the face hereof and to the other limitations set forth in the Indenture. Subject to the satisfaction of such restrictions and limitations, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, and thereupon one or more new Notes of the same Class in authorized denominations and in the same aggregate principal

B-3

amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee, each in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee, each in its individual capacity, except as any such Person may have expressly agreed.

The obligations of the Issuer under the Indenture are solely the obligations of the Issuer and will not represent any obligation or interest in any assets of the Depositor other than the Trust Property conveyed to the Issuer pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, acknowledges and agrees that it has no right, title or interest in or to any Other Assets of the Depositor. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, such Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from 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 or any successor provision having similar effect under the Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be 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 WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any federal or State

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bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any of the other Basic Documents.

The Indenture permits, with certain exceptions requiring the consent of all adversely affected Noteholders as provided in the Indenture, the amendment of the Indenture and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture by the Issuer with the consent of the Noteholders of Notes evidencing not less than a majority of the principal amount of the Controlling Class. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders provided certain conditions are satisfied. In addition, the Indenture contains provisions permitting the Noteholders of Notes evidencing specified percentages of the principal amount of the Notes Outstanding or of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note will be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Issuer”, as used in this Note, includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

No reference in this Note to the Indenture, and no provision of this Note or of the Indenture, will alter or impair the obligation of the Issuer, which is absolute and unconditional, to

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pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency prescribed in this Note.

Anything in this Note to the contrary notwithstanding, except as provided in the Basic Documents, none of The Bank of New York, in its individual capacity, U.S. Bank Trust National Association, in its individual capacity, any owner of a beneficial interest in the Issuer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns will be personally liable for, nor will recourse be had to any of them for, the payment of principal or of interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Noteholder of this Note, by its acceptance hereof, agrees that, except as provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder has no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained in this Note will be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

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The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006




	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

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ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

Dated:		*/
	Signature Guaranteed


*/

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EXHIBIT C

FORM OF CLASS C NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS NOTE.

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REGISTERED	$59,116,000

No. R-1	CUSIP NO. 34527R LT 8

FORD CREDIT AUTO OWNER TRUST 2006-A

CLASS C 5.48% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of FIFTY-NINE MILLION ONE HUNDRED SIXTEEN THOUSAND DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class C Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class C Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the September 2011 Payment Date (the “Class C Final Scheduled Payment Date”) or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class C Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

This Note is one of a duly authorized issue of Class C 5.48% Asset Backed Notes (the “Class C Notes”) of the Issuer. Also authorized under the Indenture are the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B

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The Class C Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class C Notes are subordinated in right of payment to the Class A Notes, the Class B Notes and to amounts payable to the Swap Counterparty pursuant to the Interest Rate Swap as and to the extent provided in the Indenture.

The Issuer will pay interest on overdue installments of interest at the Class C Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

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The obligations of the Issuer under the Indenture are solely the obligations of the Issuer and will not represent any obligation or interest in any assets of the Depositor other than the Trust Property conveyed to the Issuer pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, by its acceptance of a Note or a beneficial interest in a Note, acknowledges and agrees that it has no right, title or interest in or to any Other Assets of the Depositor. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, such Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from 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 or any successor provision having similar effect under the Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be 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 WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

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bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any of the other Basic Documents.

The Indenture permits, with certain exceptions requiring the consent of all adversely affected Noteholders as provided in the Indenture, the amendment of the Indenture and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture by the Issuer with the consent of the Noteholders of Notes evidencing not less than a majority of the principal amount of the Controlling Class. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders provided certain conditions are satisfied. In addition, the Indenture contains provisions permitting the Noteholders of Notes evidencing specified percentages of the principal amount of the Notes Outstanding or of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note will be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Issuer”, as used in this Note, includes any successor to the Issuer under the Indenture.

The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

No reference in this Note to the Indenture, and no provision of this Note or of the Indenture, will alter or impair the obligation of the Issuer, which is absolute and unconditional, to

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pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency prescribed in this Note.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

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The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006




	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class C Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

C-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

Dated:		*/
	Signature Guaranteed


*/

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, The Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act.

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EXHIBIT D

FORM OF CLASS D NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE ISSUER AND THE NOTE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT G TO THE INDENTURE AND (B) THE RECEIPT BY THE ISSUER AND THE NOTE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT E TO THE INDENTURE, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE INDENTURE TRUSTEE AND DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE ISSUER, THE INITIAL PURCHASER AND THE NOTE REGISTRAR OF AN OPINION OF COUNSEL ACCEPTABLE TO THE INDENTURE TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE INDENTURE AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE ISSUER AND THE NOTE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT F TO THE INDENTURE OR (B) THE RECEIPT BY THE ISSUER, THE INITIAL PURCHASER AND THE NOTE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE INDENTURE AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES.

IN ADDITION, EACH HOLDER REPRESENTS THAT IS EITHER: (A) NOT, AND EACH ACCOUNT (IF ANY) FOR WHICH IT IS PURCHASING THE CLASS D NOTES IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE

D-1

RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") WHETHER OR NOT SUBJECT TO SECTION 4975 OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3-101 (THE "PLAN ASSETS REGULATION") OR OTHERWISE UNDER ERISA, WITH EACH OF (I) THROUGH (III) IN THIS SUBSECTION (A) BEING A "BENEFIT PLAN INVESTOR"; OR (B) AN INSURANCE COMPANY ACTING ON BEHALF OF A GENERAL ACCOUNT AND (I) ON THE DATE OF PURCHASE LESS THAN 25% (OR SUCH LESSER PERCENTAGE AS MAY BE DETERMINED BY THE DEPOSITOR) OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY IT) CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA AND SECTION 4975 OF THE CODE, (II) THE PURCHASE AND HOLDING OF SUCH CLASS D NOTES ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER SECTION (I) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, (III) THE PURCHASER AGREES THAT IF, AFTER THE PURCHASER'S INITIAL ACQUISITION OF THE CLASS D NOTES, AT ANY TIME DURING ANY CALENDAR QUARTER 25% (OR SUCH LESSER PERCENTAGE AS MAY BE DETERMINED BY THE DEPOSITOR) OR MORE OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY IT NO LESS FREQUENTLY THAN EACH CALENDAR QUARTER) CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION FROM THE PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF THE CLASS D NOTES UNDER SECTION 401(C) OF ERISA AND THE FINAL REGULATIONS THEREUNDER OR UNDER AN EXEMPTION OR REGULATION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR UNDER ERISA, IT WILL DISPOSE OF ALL CLASS D NOTES THEN HELD IN ITS GENERAL ACCOUNT BY THE END OF THE NEXT FOLLOWING CALENDAR QUARTER AND (IV) IS NOT A PERSON, OTHER THAN A BENEFIT PLAN INVESTOR, WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS OR ANY AFFILIATE (AS DEFINED IN THE PLAN ASSETS REGULATION) OF SUCH PERSON.

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REGISTERED	$59,116,000

No. R-1	CUSIP NO. 34527R LU 5

FORD CREDIT AUTO OWNER TRUST 2006-A

CLASS D 7.21% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws of the State of Delaware (the “Issuer”), for value received, promises to pay to FORD CREDIT AUTO RECEIVABLES TWO LLC, or registered assigns, the principal sum of FIFTY-NINE MILLION ONE HUNDRED SIXTEEN THOUSAND DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in March 2006 (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class D Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class D Notes pursuant to Section 3.1 of the Indenture, dated as of February 1, 2006 (the “Indenture”), between the Issuer and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”). However, the entire unpaid principal amount of this Note will be due and payable on the earlier of the August 2012 Payment Date (the “Class D Final Scheduled Payment Date”) or the Redemption Date pursuant to Section 10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes will be due and payable on the date on which the Notes are declared to be immediately due and payable in the manner provided in Section 5.2(a) of the Indenture. All principal payments on the Class D Notes will be made ratably to the Noteholders entitled to such principal payments. Capitalized terms used but not otherwise defined in this Note are defined in Article I of the Indenture, which also contains rules as to usage applicable to this Note.

This Note is one of a duly authorized issue of Class D 7.21% Asset Backed Notes (the “Class D Notes”) of the Issuer. Also authorized under the Indenture are the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B

D-3

Notes and the Class C Notes. The Indenture and all indentures supplemental to the Indenture set forth the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all terms of the Indenture.

The Class D Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. The Class D Notes are subordinated in right of payment to the Class A Notes, the Class B Notes, the Class C Notes and to amounts payable to the Swap Counterparty pursuant to the Interest Rate Swap as and to the extent provided in the Indenture.

Payments of interest on this Note on each Payment Date, together with any installment of principal to the extent not in full payment of this Note, will be made to the Registered Noteholder of this Note either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities for such wire transfer, if such Noteholder has provided to the Note Registrar appropriate written instructions at least 5 Business Days before such Payment Date and such Noteholder’s Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first class mail, postage prepaid, to such Registered Noteholder’s address as it appears on the Note Register on each Record Date. Such payments will be made without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note effected by any payments made on any Payment Date will be binding upon all future Noteholders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange of this Note or in lieu of this Note, whether or not noted on this Note. If funds are expected to be available for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Registered Noteholder of this Note as of the preceding Record Date by notice mailed or transmitted by facsimile before such Payment Date, and the amount then due and payable will be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.

The Issuer will pay interest on overdue installments of interest at the Class D Note Interest Rate to the extent lawful.

The Notes may be redeemed, in whole but not in part, in the manner and to the extent described in the Indenture and the Sale and Servicing Agreement.

In addition, the Class D Notes may not be acquired by or on behalf of a Person other than a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any State thereof (including the District of Columbia), (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph whose ownership of the Class D Notes is effectively connected with such persons conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Issuer and the

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Depositor with an IRS Form W-8ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Issuer or the Depositor).

The obligations of the Issuer under the Indenture are solely the obligations of the Issuer and will not represent any obligation or interest in any assets of the Depositor other than the Trust Property conveyed to the Issuer pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and Note Owner, by its acceptance of a Note or a beneficial interest in a Note, by its acceptance of a Note or a beneficial interest in a Note, acknowledges and agrees that it has no right, title or interest in or to any Other Assets of the Depositor. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, such Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from 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 or any successor provision having similar effect under the Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be 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

D-5

whether or not asserted against the Depositor), including the payment of post-petition interest on such other obligations and liabilities.

THIS SUBORDINATION AGREEMENT WILL BE DEEMED A SUBORDINATION AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

The Indenture permits, with certain exceptions requiring the consent of all adversely affected Noteholders as provided in the Indenture, the amendment of the Indenture and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture by the Issuer with the consent of the Noteholders of Notes evidencing not less than a majority of the principal amount of the Controlling Class. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders provided certain conditions are satisfied. In addition, the Indenture contains provisions permitting the Noteholders of Notes evidencing specified percentages of the principal amount of the Notes Outstanding or of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note will be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

The term “Issuer”, as used in this Note, includes any successor to the Issuer under the Indenture.

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The Issuer is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Noteholders under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations set forth in the Indenture.

THIS NOTE AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

No reference in this Note to the Indenture, and no provision of this Note or of the Indenture, will alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency prescribed in this Note.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.

D-7

The Issuer has caused this instrument to be signed, manually or in facsimile, by its Responsible Person, as of the date set forth below.

Date: February 22, 2006




	FORD CREDIT AUTO OWNER TRUST 2006-A


	By:	U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2006-A


	By:
		Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class D Notes designated above and referred to in the Indenture.

Date: February 22, 2006
	THE BANK OF NEW YORK, not in its individual capacity but solely as Indenture Trustee

	By:
		Responsible Person

D-8

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

(name and address of assignee)

Dated:		*/
	Signature Guaranteed


*/

D-9

EXHIBIT E

FORM OF INVESTMENT LETTER

QUALIFIED INSTITUTIONAL BUYER

60; Date

Ford Credit Auto Owner Trust 2006-A,

as Issuer

The Bank of New York,

as Indenture Trustee and

Note Registrar

101 Barclay Street, Floor 8 West, New York, New York 10286

Attention: Structured Finance Services-Asset Backed Securities, Ford Credit Auto Owner Trust Series 2006-A

Re:

Ford Credit Auto Owner Trust 2006-A

Class D 7.21% Asset Backed Notes

Ladies and Gentlemen:

In connection with our proposed purchase of the Class D 7.21% Asset Backed Notes (the "Class D Notes") of Ford Credit Auto Owner Trust 2006-A (the "Issuer"), a trust formed by Ford Credit Auto Receivables Two LLC (the "Depositor"), we confirm that:

(1)

The undersigned agrees to be bound by, and not to resell, transfer, assign, participate, pledge or otherwise dispose of (any such act, a "Transfer") the Class D Notes except in compliance with, the restrictions and conditions set forth in the legend on the face of the Class D Notes and under the Securities Act of 1933, as amended (the "Securities Act").

(2)

We understand that no subsequent Transfer of the Class D Notes is permitted unless we cause our proposed transferee to provide to the Issuer, the Note Registrar and the Initial Purchaser a letter substantially in the form of this letter or Exhibit F to the Indenture, as applicable, or such other written statement as the Depositor shall prescribe.

(3)	We are a "qualified institutional buyer" (within the meaning of Rule 144A under the Securities Act) (a "QIB") and we are acquiring the Class D Notes for our own account or for a single account (which is a QIB) as to which we exercise sole investment discretion.

(4)

We are a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any State thereof (including the District of Columbia), (C) an estate the income of which is includible in gross income for United States tax purposes, regardless of

E-1

its source, (D) a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph 5 has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph 5 whose ownership of the Class D Notes is effectively connected with such person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Issuer and the Depositor with an IRS Form W-8ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Issuer or the Depositor).

(5)	We are either:

(a) not, and each account (if any) for which we are purchasing the Class D Notes is not (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) whether or not subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") whether or not subject to Section 4975 of the Code, or (iii) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101 (the "Plan Assets Regulation") or otherwise under ERISA), with each of (i) through (iii) in this subsection (a) being a "Benefit Plan Investor," or

(b) an insurance company acting on behalf of a general account and (i) on the date hereof less than 25% of the assets of such general account (as reasonably determined by us) constitute "plan assets" for purposes of Title I of ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class D Notes are eligible for exemptive relief under Section (I) of Prohibited Transaction Class Exemption 95-60, (iii) the undersigned agrees that if, after the undersigned's initial acquisition of the Class D Notes, at any time during any calendar quarter 25% or more of the assets of such general account (as reasonably determined by us no less frequently than each calendar quarter) constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the Code and no exemption or exception from the prohibited transaction rules applies to the continued holding of the Class D Notes under Section 401(c) of ERISA and the final regulations thereunder or under an exemption or regulation issued by the DOL under ERISA, we will dispose of all Class D Notes then held in our general account by the end of the next following calendar quarter and and (iv) is not a person, other than a Benefit Plan Investor, who has discretionary authority or control with respect to the assets of the Issuer or any person who provides investment advice for a fee (direct or indirect) with respect to such assets or any affiliate (as defined in the Plan Assets Regulation) of such person.

E-2

(6)

We understand that any purported Transfer of any Class D Note (or any interest therein) in contravention of the restrictions and conditions above will be null and void (each, a "Void Transfer"), and the purported transferee in a Void Transfer will not be recognized by the Issuer or any other person as a Class D Noteholder for any purpose.

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

By:__________________________

Name:

Title:

Securities To Be Purchased:

$[ ] principal amount of Class D Notes

E-3

EXHIBIT F

FORM OF INVESTMENT LETTER

INSTITUTIONAL ACCREDITED INVESTOR

60; Date

Ford Credit Auto Owner Trust 2006-A

as Issuer

The Bank of New York,

as Indenture Trustee and

Note Registrar

101 Barclay Street, Floor 8 West, New York, New York 10286

Attention: Structured Finance Services-Asset Backed Securities, Ford Credit Auto Owner Trust Series 2006-A

Re:

Ford Credit Auto Owner Trust 2006-A

Class D 7.21% Asset Backed Notes

Ladies and Gentlemen:

(1) The undersigned agrees to be bound by, and not to resell, transfer, assign, participate, pledge or otherwise dispose of (any such act, a "Transfer") the Class D Notes except in compliance with, the restrictions and conditions set forth in the legend on the face of the Class D Notes and under the Securities Act of 1933, as amended (the "Securities Act").

(2)

We understand that no subsequent Transfer of the Class D Notes is permitted unless we cause our proposed transferee to provide to the Issuer, the Note Registrar and the Initial Purchaser a letter substantially in the form of this letter or Exhibit E to the Indenture, as applicable, or such other written statement as the Depositor shall prescribe.

(3)	We are an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and we are acquiring the Class D Notes for our own account.

(4)

We are a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or any State thereof (including the District of Columbia), (c) an estate the income of which is includible in gross income for United States tax purposes, regardless of its source, (D) a trust if a U.S. court is able to exercise primary supervision over

F-1

the administration of such trust and one or more persons described in clause (A), (B), (C) or (E) of this paragraph 5 has the authority to control all substantial decisions of the trust or (E) a person not described in clauses (A) through (D) of this paragraph 5 whose ownership of the Class D Notes is effectively connected with such person's conduct of a trade or business within the United States (within the meaning of the Code) and who provides the Issuer and the Depositor with an IRS Form W-8ECI (and such other certifications, representations, or opinions of counsel as may be requested by the Issuer or the Depositor).

(5)	We are either:

(6)	We understand that any purported Transfer of any Class D Note (or any interest therein) in contravention of the restrictions and conditions above will be null and

F-2

void (each, a "Void Transfer"), and the purported transferee in a Void Transfer will not be recognized by the Issuer or any other person as a Class D Noteholder for any purpose.

Very truly yours,

By:__________________________

Name:

Title:

Securities To Be Purchased:

$[ ] principal amount of Class D Notes

F-3

EXHIBIT G

FORM OF RULE 144A TRANSFEROR CERTIFICATE

& #160; Date

The Bank of New York,

as Indenture Trustee and

Note Registrar

101 Barclay Street, Floor 8 West, New York, New York 10286

Attention: Structured Finance Services-Asset Backed Securities, Ford Credit Auto Owner Trust Series 2006-A

Re:

Ford Credit Auto Owner Trust 2006-A

Class D 7.21% Asset Backed Notes

Ladies and Gentlemen:

This is to notify you as to the transfer of $* in denomination of Class D 7.21% Asset Backed Notes (the "Class D Notes") of Ford Credit Auto Owner Trust 2006-A (the "Issuer").

The undersigned is the holder of the Class D Notes and with this notice hereby deposits with the Indenture Trustee $* in denomination of Class D Notes and requests that Class D Notes of the same class in the same aggregate denomination be issued, executed and authenticated and registered to the purchaser on ___________, 200[ ], as specified in the Indenture dated as of February 1, 2006 relating to the Class D Notes, as follows:

	Name:	Denominations:
	Address:
	Taxpayer I.D. No:

H-1

The undersigned represents and warrants that the undersigned (i) reasonably believes the purchaser is a "qualified institutional buyer," as defined in Rule 144A under the Securities Act of 1933 (the "Act"), (ii) such purchaser has acquired the Class D Notes in a transaction effected in accordance with the exemption from the registration requirements of the Act provided by Rule 144A, (iii) if the purchaser has purchased the Class D Notes for an account for which it is acting as fiduciary or agent, such account is a qualified institutional buyer and (iv) the purchaser is acquiring Class D Notes for its own account or for an institutional account for which it is acting as fiduciary or agent.

Very truly yours,

NAME OF HOLDER OF CLASS D NOTES

By:__________________________

Name:

Title:

* authorized denomination

F-2

SCHEDULE A

Schedule of Receivables

Delivered on CD Rom to the Indenture Trustee at the Closing

EX-4.2 3 artrustagt.htm AMENDED AND RESTATED TRUST AGREEMENT Amended and Restated Trust Agreement

AMENDED AND RESTATED

TRUST AGREEMENT

between

FORD CREDIT AUTO RECEIVABLES TWO LLC,

as Depositor

and

U.S. BANK TRUST

NATIONAL ASSOCIATION,

as Owner Trustee

for

Ford Credit Auto Owner Trust 2006-A

Dated as of February 1, 2006

TABLE OF CONTENTS

			Page

ARTICLE I USAGE AND DEFINITIONS			1

ARTICLE II ORGANIZATION OF THE TRUST			1

	Section 2.1	Name	1
	Section 2.2	Office	1
	Section 2.3	Purposes and Powers	1
	Section 2.4	Appointment of the Owner Trustee	2
	Section 2.5	Contribution and Conveyance of Trust Property	2
	Section 2.6	Declaration of Trust	2
	Section 2.7	Liability of the Depositor; Conduct of Activities; Liability to Third Parties	2
	Section 2.8	Title to Trust Property	3
	Section 2.9	Situs of Issuer	3
	Section 2.10	Representations and Warranties of the Depositor	3
	Section 2.11	Tax Matters	4

ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS			6

	Section 3.1	The Residual Interest	6
	Section 3.2	Registration of Residual Interests; Transfer of the Residual Interest	7
	Section 3.3	Capital Accounts	8
	Section 3.4	Maintenance of Office or Agency	9
	Section 3.5	Distributions to the Holder of the Residual Interest	9

ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES			9

	Section 4.1	Application of Trust Funds	9
	Section 4.2	Method of Payment	10

ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE			10

	Section 5.1	General Authority	10
	Section 5.2	General Duties	10
	Section 5.3	Action upon Prior Notice with Respect to Certain Matters	10
	Section 5.4	Action upon Direction by the Holder of the Residual Interest with Respect to Certain Matters	11
	Section 5.5	Action with Respect to Bankruptcy	11
	Section 5.6	Action upon Instruction	11
	Section 5.7	No Duties Except as Specified in this Agreement or in Instructions	12
	Section 5.8	No Action Except Under Specified Documents or Instructions	12
	Section 5.9	Prohibition on Certain Actions	12
	Section 5.10	Audits of the Owner Trustee	12

	Section 5.11	Furnishing of Documents	13
	Section 5.12	Sarbanes-Oxley Act	13
	Section 5.13	Maintenance of Licenses	13

ARTICLE VI REGARDING THE OWNER TRUSTEE			13

	Section 6.1	Acceptance of Trusts and Duties	13
	Section 6.2	Representations and Warranties of the Owner Trustee	15
	Section 6.3	Reliance; Advice of Counsel	16
	Section 6.4	Not Acting in Individual Capacity	16
	Section 6.5	U.S. Bank Trust May Own Notes	16
	Section 6.6	Duty to Update Disclosure	16

ARTICLE VII COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL EXPENSES			17
	Section 7.1	Owner Trustee’s Fees and Expenses	17
	Section 7.2	Indemnification of the Owner Trustee	17
	Section 7.3	Organizational Expenses of the Issuer	18
	Section 7.4	Certain Expenses of the Indenture Trustee	18

ARTICLE VIII TERMINATION			19

	Section 8.1	Termination of Trust Agreement	19

ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES			19

	Section 9.1	Eligibility Requirements for the Owner Trustee	19
	Section 9.2	Resignation or Removal of the Owner Trustee	20
	Section 9.3	Successor Owner Trustee	20
	Section 9.4	Merger or Consolidation of the Owner Trustee	21
	Section 9.5	Appointment of Separate Trustee or Co-Trustee	21
	Section 9.6	Compliance with Delaware Statutory Trust Act	22

ARTICLE X MISCELLANEOUS			23

	Section 10.1	Supplements and Amendments	23
	Section 10.2	No Legal Title to Trust Property in the Holder of the Residual Interest	25
	Section 10.3	Limitation on Rights of Others	25
	Section 10.4	Notices	25
	Section 10.5	GOVERNING LAW	26
	Section 10.6	WAIVER OF JURY TRIAL	26
	Section 10.7	Severability	26
	Section 10.8	Counterparts	26
	Section 10.9	Headings	26

	Section 10.10	No Petition	26

Exhibit A	Form of Certificate of Trust		A-1

iii

AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1, 2006 (this “Agreement”), between FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under this Agreement, to establish Ford Credit Auto Owner Trust 2006-A.

BACKGROUND

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

ARTICLE I

USAGE AND DEFINITIONS

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

ARTICLE II

ORGANIZATION OF THE TRUST

Section 2.1 Name. The trust created by this Agreement will be known as “Ford Credit Auto Owner Trust 2006-A”, in which name the Owner Trustee may conduct the activities of the Issuer, make and execute contracts and other instruments on behalf of the Issuer and sue and be sued on behalf of the Issuer.

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

Section 2.3 Purposes and Powers.

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.5 Contribution and Conveyance of Trust Property. As of November 1, 2005, the Depositor contributed to the Owner Trustee the amount of $1. The Owner Trustee acknowledges receipt in trust from the Depositor, as of such date, of such contribution, which constitutes the initial Trust Property. On the Closing Date, the Depositor will sell to the Issuer the Trust Property in exchange for the Notes.

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

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

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

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

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

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

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

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

(a) Organization and Qualification. The Depositor is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not have a material adverse effect on the Depositor’s ability to perform its obligations under this Agreement or the other Basic Documents to which it is a party.

(b) Power, Authorization and Enforceability. The Depositor has the power and authority to execute, deliver and perform the terms of this Agreement. The Depositor has authorized the execution, delivery and performance of the terms of each of the Basic Documents to which it is a party. Each of the Basic Documents to which the Depositor is a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c) No Conflicts and No Violation. The consummation of the transactions contemplated by the Basic Documents to which the Depositor is a party and the fulfillment of the terms of the Basic Documents to which the Depositor is a party will not: (i) conflict with or result in a material breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Agreement) (iii) violate the Certificate of Formation or Limited Liability Company Agreement, or (iv) violate any law or, to the Depositor’s knowledge, any order, rule, or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under the Basic Documents.

(d) No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of any of the Basic Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Basic Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse affect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, any of the Basic Documents or the Notes or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (D) cause the Issuer to incur Michigan Single Business Tax liability other than such proceedings that, to the Depositor’s knowledge, would not reasonably be expected to have a material adverse effect upon the Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Basic Documents or the Notes.

Section 2.11 Tax Matters.

(a) It is the intention of the parties and Ford Credit that, for purposes of U.S. federal income, state and local income and franchise tax and any other income taxes, so long as the Issuer has no equity owner other than the Depositor (as determined for U.S. federal income tax purposes), the Issuer be treated as an entity disregarded as separate from the Depositor. If beneficially owned by a Person other than Ford Credit, each Class of Notes is intended to be treated as indebtedness for U.S. federal income tax purposes. The Depositor agrees, and the Noteholders by acceptance of their Notes agree in the Indenture, to such treatment and each agrees to take no action inconsistent with such treatment.

(b) If one or more Classes of Notes is recharacterized as an equity interest in the Issuer, and not as indebtedness (any such Class, a “Recharacterized Class”) and any such

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

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

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

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

If the gross ordinary income of the Issuer for any month is insufficient for the allocations described in Section 2.11(b)(ii) above, subsequent gross ordinary income will first be allocated to each Recharacterized Class in alphabetical order to make up such shortfall before any allocation pursuant to Section 2.11(b)(iii). Net losses of the Issuer, if any, for any month as determined for U.S. federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) will be allocated to the holder of the Residual Interest to the extent the holder of the Residual Interest is reasonably expected to bear the economic burden of such net losses, and any remaining net losses will be allocated in reverse alphabetical order to each Recharacterized Class, in each case, until the Note Balance of such Recharacterized Class is reduced to zero as of the Record Date occurring within such month, and among each Recharacterized Class, in proportion to their ownership of the aggregate Note Balance of such Recharacterized Class on such Record Date. The tax matters partner designated pursuant to Section 2.11(f) is authorized to modify the allocations in this Section 2.11(b) if

necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the holder of the Residual Interest or the holders of a Recharacterized Class or as otherwise required by the Code.

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

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

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

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

ARTICLE III

RESIDUAL INTEREST AND TRANSFER OF INTERESTS

Section 3.1 The Residual Interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 3.4 Maintenance of Office or Agency. The Owner Trustee will maintain an office or offices or agency or agencies where notices and demands to or upon the Owner Trustee in respect of the Basic Documents may be served. The Owner Trustee designates its Corporate Trust Office for such purposes and will promptly notify the Depositor and the Indenture Trustee of any change in the location of its Corporate Trust Office.

Section 3.5 Distributions to the Holder of the Residual Interest. If the Trust Distribution Account has been established, the Owner Trustee will have the revocable power to withdraw funds from the Trust Distribution Account for the purpose of making distributions to the holder of the Residual Interest under this Agreement. The Owner Trustee will make the distributions pursuant to Section 3.1, Section 4.2 and Section 8.1. The Owner Trustee will hold all sums held by it for distribution to the holder of the Residual Interest in trust for the benefit of the holder of the Residual Interest until such sums are distributed to the holder of the Residual Interest.

ARTICLE IV

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

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

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

(c) If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to the holder of the Residual Interest, such tax will reduce the amount otherwise distributable to such holder in accordance with this Section 4.1(c). The Owner Trustee is authorized and directed to retain from amounts otherwise distributable to the holder of the Residual Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization will not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to the holder of the Residual Interest will be treated as cash distributed to such holder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Owner Trustee may, in its sole discretion, withhold such amounts in accordance with this Section 4.1(c). If the holder of a Residual Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee will reasonably cooperate with such holder in making such claim so long as such holder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred in so cooperating.

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

ARTICLE V

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

Section 5.1 General Authority.

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.6 Action upon Instruction.

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

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

with any such instruction received, the Owner Trustee will not be liable to any Person on account of such action or inaction. If the Owner Trustee does not receive appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with the Basic Documents, as it deems to be in the best interests of the holder of the Residual Interest, and will have no liability to any Person for such action or inaction.

Section 5.7 No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee has no duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Property, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated by this Agreement to which the Owner Trustee or the Issuer is a party, except as provided by this Agreement or in any document or instruction received by the Owner Trustee pursuant to Section 5.6. No implied duties or obligations will be read into any Basic Document against the Owner Trustee. The Owner Trustee has no responsibility for filing any financing statements or continuation statements or to otherwise perfect or maintain the perfection of any security interest or lien granted to it under this Agreement or to prepare or file any Securities and Exchange Commission filing for the Issuer or to record any Basic Document. The Owner Trustee nevertheless agrees that it will promptly take, at its own cost and expense, all action as may be necessary to discharge any lien (other than the lien of the Indenture) on any part of the Trust Property that results from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Trust Property.

Section 5.8 No Action Except Under Specified Documents or Instructions. The Owner Trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Property except (a) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (b) in accordance with the other Basic Documents to which the Issuer or the Owner Trustee is a party and (c) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 5.6. The Depositor will not direct the Owner Trustee to take any action that would violate this Section 5.8.

Section 5.9 Prohibition on Certain Actions. The Owner Trustee will not take any action (a) that is inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b) that, to the knowledge of the Owner Trustee, would (i) cause any Class of Notes not be treated as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (ii) be deemed to cause a sale or exchange of the Notes for purposes of Section 1001 of the Code (unless no gain or loss would be recognized on such deemed sale or exchange for U.S. federal income tax purposes) or (iii) cause the Issuer or any portion thereof to be taxable as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income or Applicable Tax State income or franchise tax purposes. The Administrator will not direct the Owner Trustee to take action that would violate this Section 5.9.

Section 5.10 Audits of the Owner Trustee. The Owner Trustee agrees that, with reasonable prior notice, it will permit any authorized representative of the Servicer or the Administrator, during the Owner Trustee’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Owner Trustee

relating to (a) the performance of the Owner Trustee’s obligations under this Agreement, (b) any payments of fees and expenses of the Owner Trustee in connection with such performance and (c) any claim made by the Owner Trustee under this Agreement. In addition, the Owner Trustee will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Owner Trustee’s officers and employees. Each of the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Servicer or the Administrator, as the case may be, may reasonably determine that such disclosure is consistent with its obligations under this Agreement. The Owner Trustee will maintain all such pertinent books, records, reports and other documents and materials for a period of 2 years after the termination of its obligations under this Agreement.

Section 5.11 Furnishing of Documents. Upon request from the holder of the Residual Interest, the Owner Trustee will furnish to such holder copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

Section 5.12 Sarbanes-Oxley Act. Notwithstanding anything to the contrary in any Basic Document, the Owner Trustee will not be required to execute, deliver or certify on behalf of the Issuer, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002. However, any entity executing, delivering or certifying such filings, certificates, affidavits or other instruments required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002 on behalf of the Issuer may request, at its option, such subcertifications, including any assessments of compliance required from the Owner Trustee as it may deem necessary to provide such certifications and the Owner Trustee will reasonably comply with such request.

Section 5.13 Maintenance of Licenses. The Owner Trustee will obtain and maintain any licenses that the Administrator informs the Owner Trustee are required to be obtained or maintained by the Owner Trustee under the laws of any State in connection with the Owner Trustee’s duties and obligations under the Basic Documents.

ARTICLE VI

REGARDING THE OWNER TRUSTEE

Section 6.1 Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts created by this Agreement and agrees to perform its duties under this Agreement with respect to such trusts but only in accordance with this Agreement. The Owner Trustee also agrees to distribute all monies actually received by it constituting part of the Trust Property in accordance with the Basic Documents. The Owner Trustee will not be liable under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) if any representation or warranty in Section 6.2 is not true and correct as of the Closing Date. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

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

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

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

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

(e) the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee will have no obligation or liability to perform the obligations of the Issuer under the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture;

(f) the Owner Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Agreement or, at the request, order or direction of the Depositor, to institute, conduct or defend any litigation under this Agreement or in relation to any Basic Document or otherwise unless the Depositor has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses, losses, damages, claims and liabilities that may be incurred by the Owner Trustee. The right of the Owner Trustee to perform any discretionary act enumerated in any Basic Document will not be construed as a duty; and

(g) the Owner Trustee will not be responsible or liable for (i) the legality, validity and enforceability of any Receivable, (ii) the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, (iii) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture or distributions to the holder of the Residual Interest under this Agreement, (iv) the accuracy of any representation or warranty made under any Basic Document (other than the representations and warranties made in Section 6.2) or (v) any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

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

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

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

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

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

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

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

Section 6.3 Reliance; Advice of Counsel.

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

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

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

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

Section 6.6 Duty to Update Disclosure. The Owner Trustee will notify and provide information, and certify such information in an Officer's Certificate, to the Depositor upon any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee

that (A) (i) is required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against U.S. Bank Trust that are material to Noteholders) of Form 10-D under the Exchange Act within 5 days of such occurrence or (ii) the Depositor reasonably requests of the Owner Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within 5 days of request or (B) (i) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank Trust as Owner Trustee) of Form 8-K under the Exchange Act within 2 days of a Responsible Person of the Owner Trustee becoming aware of such occurrence or (ii) causes the information provided by the Owner Trustee in any certificate delivered by a Responsible Person of the Owner Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Owner Trustee in light of the circumstances in which they were made not misleading within 5 days of a Responsible Person of the Owner Trustee becoming aware thereof.

ARTICLE VII

COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE;

ORGANIZATIONAL EXPENSES

Section 7.1 Owner Trustee’s Fees and Expenses. The Owner Trustee will be entitled to receive, as compensation for its services under this Agreement, such fees as have been separately agreed upon by the Administrator and the Owner Trustee. The Owner Trustee will also be entitled to reimbursement for all reasonable out-of-pocket expenses incurred or made by the Owner Trustee in performing its rights and duties under this Agreement, including the reasonable compensation, expenses and disbursements of the Owner Trustee’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Owner Trustee through the Owner Trustee’s own willful misconduct, bad faith or negligence (other than errors in judgment).

Section 7.2 Indemnification of the Owner Trustee.

(a) The Depositor will, or will cause the Administrator to, indemnify, defend and hold harmless the Owner Trustee, and its respective officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Owner Trustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under this Agreement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under the Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Owner Trustee through the Owner Trustee’s own willful misconduct, bad faith or negligence (other than errors in judgment) or (ii) arising from the inaccuracy of any representation or warranty contained in Section 6.2.

(b) Promptly upon receipt by the Owner Trustee, or any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 7.2(a), notify the Depositor and the Administrator of the commencement of such Proceeding. The Depositor, or, if Depositor so causes, the Administrator, may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the

approval of the Depositor or the Administrator, as applicable, and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. After notice from the Depositor or the Administrator, as applicable, to the Indemnified Person of the intention of the Depositor or the Administrator, as applicable, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator, as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Depositor nor the Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositor or the Administrator, as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Depositor, or, if Depositor so causes, the Administrator, will pay for the separate counsel to the Indemnified Person.

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

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

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

ARTICLE VIII

TERMINATION

Section 8.1 Termination of Trust Agreement.

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

(b) The Depositor may not revoke or terminate the Issuer, unless it is the holder of 100% of the Residual Interest and in accordance with Section 8.1(a).

(c) Upon termination of the Issuer any remaining Trust Property will be distributed to the holder of the Residual Interest, and the Owner Trustee will cause the Certificate of Trust to be cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with Section 3810(c) of the Delaware Statutory Trust Act or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such certificate of cancellation, the Owner Trustee’s services under this Agreement will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Administrator promptly upon such document becoming available following such filing.

ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 9.1 Eligibility Requirements for the Owner Trustee.

(a) The Owner Trustee must (i) be authorized to exercise corporate trust powers, (ii) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities and (iii) have (or have a parent that has) a long-term debt rating of investment grade by each of the Rating Agencies or be otherwise acceptable to the Rating Agencies. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purpose of this Section 9.1, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If

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

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

Section 9.2 Resignation or Removal of the Owner Trustee.

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

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

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

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

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

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

(d) No resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to this Section 9.2 will become effective until (i) the successor Owner Trustee accepts its appointment as the Owner Trustee pursuant to Section 9.3(a) and (ii) the successor Owner Trustee files the certificate of amendment to the Certificate of Trust referred to in Section 9.3(d). The Administrator will notify the Depositor, the Indenture Trustee and the Rating Agencies of any resignation or removal of the Owner Trustee.

Section 9.3 Successor Owner Trustee.

(a) Any successor Owner Trustee appointed pursuant to Section 9.2 must execute and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement. Upon the resignation or removal of the predecessor Owner Trustee becoming effective pursuant to Section 9.2(d), such successor Owner

Trustee, without any further act, will become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement. The predecessor Owner Trustee will, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee will execute and deliver such instruments and do such other things as may reasonably be required to vest and confirm in the successor Owner Trustee all such rights, powers, duties and obligations.

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

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

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

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

Section 9.5 Appointment of Separate Trustee or Co-Trustee.

(a) Notwithstanding any other provision of this Agreement, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any Financed Vehicle may be located, the Administrator and the Owner Trustee acting jointly will have the power and will execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as a separate trustee or as separate trustees, or as co-trustee, jointly with the Owner Trustee, of all or any part of the Issuer, and to vest in such Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to this Section 9.5, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee consider necessary or desirable. If the Administrator has not joined in such appointment within 15 Business Days of its receipt of a request so to do, the Owner Trustee will have the power to make such appointment. No separate trustee or co-trustee under this Agreement will be required

to meet the terms of eligibility as a successor trustee pursuant to Section 9.1 and no notice of the appointment of any separate trustee or co-trustee is required.

(b) Each separate trustee and co-trustee will, to the extent permitted by law, be appointed and act subject to the following:

(i) all rights, powers, duties, and obligations conferred or imposed upon the Owner Trustee will be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee is incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust Property or any portion thereof in any such jurisdiction) may be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(ii) no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and

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

(c) Any notice, request or other writing given to the Owner Trustee will be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee must refer to this Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided in such instrument, subject to this Agreement. The Owner Trustee will keep a copy of each such instrument in its files and will deliver a copy of each such instrument to the Administrator.

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

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

ARTICLE X

MISCELLANEOUS

Section 10.1 Supplements and Amendments.

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

(b) This Agreement may be amended by the holder of the Residual Interest and the Owner Trustee, with prior notice to the Rating Agencies, without the consent of any of the Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or issuing securities in exchange for all or a portion of the Residual Interest, subject to the following conditions:

(i) such holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not adversely affect in any material respect the interest of any Noteholder;

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

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

(c) This Agreement also may be amended by the holder of the Residual Interest and the Owner Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement with prior notice to the Rating Agencies, subject to the following conditions:

(i) (A) the Indenture Trustee, to the extent that its rights or obligations would be affected by such amendment consents (which consent may not be unreasonably withheld, delayed or conditioned) and (B) the Noteholders of

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

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

However, no amendment may (A) increase or reduce the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Secured Parties or (B) reduce the percentage of the Note Balance of the Notes Outstanding required to consent to any such amendment, in each case, without the consent of all affected Noteholders.

(d) Promptly after the execution of any such amendment or consent, the Owner Trustee will notify the Indenture Trustee of the substance of such amendment or consent.

(e) If the consent of the Noteholders or the Indenture Trustee is required under this Section 10.1, they do not need to approve the particular form of any proposed amendment or consent so long as their consent approves the substance of the proposed amendment or consent. The manner of obtaining such consents will be subject to such reasonable requirements as the Owner Trustee may prescribe.

(f) Promptly after the execution of any certificate of amendment to the Certificate of Trust, the Owner Trustee will cause such amendment to be filed with the Secretary of State of the State of Delaware. The Owner Trustee will deliver a file-stamped copy of such certificate of amendment to the Administrator promptly upon such document becoming available following such filing.

(g) Before the execution of any amendment to this Agreement or certificate of amendment to the Certificate of Trust, the Owner Trustee will be entitled to receive and rely upon an Opinion of Counsel delivered by the holder of the Residual Interest to the effect that the execution of such amendment or certificate of amendment, as applicable, is authorized or permitted by this Agreement. The Owner Trustee may enter into any such amendment or certificate of amendment that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

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

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

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

Section 10.4 Notices.

(a) All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(i) upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, 3 days after deposit in the mail;

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

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

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreement or at such other address as any party may designate by notice to the other parties.

(b) Notices to the Owner Trustee will be addressed to its Corporate Trust Office or to such other address designated by the Owner Trustee by notice to the Depositor.

(c) Any notice required or permitted to be mailed to a Noteholder must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 10.5 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

Section 10.6 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 10.7 Severability. If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement or of the Notes or the rights of the Noteholders.

Section 10.8 Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 10.9 Headings. The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 10.10 No Petition. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, covenants and agrees that, before the date that is 1 year and 1 day after the payment in full of all securities issued by the Depositor or the Issuer, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Basic Documents. This Section 10.10 will survive the resignation or removal of the Owner Trustee under this Agreement and the termination of this Agreement.

EXECUTED BY:

	FORD CREDIT AUTO RECEIVABLES TWO LLC,
	as Depositor

	By:	/s/ Susan J. Thomas
		Name: Susan J. Thomas
		Title: Secretary


	U.S. BANK TRUST NATIONAL ASSOCIATION,
	as Owner Trustee

	By:	/s/ Barbara A. Nastro
		Name: Barbara A. Nastro
		Title: Vice President

EXHIBIT A

FORM OF CERTIFICATE OF TRUST

AMENDED AND RESTATED CERTIFICATE OF TRUST OF

FORD CREDIT AUTO OWNER TRUST 2006-A

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

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

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

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

A-1

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

	U.S. BANK TRUST NATIONAL ASSOCIATION,
	not in its individual capacity but solely as Owner Trustee under an Amended and Restated Trust Agreement dated as of February 1, 2006

	By:
		Name:
		Title:

A-2

EX-8.1 4 skaddentaxopinion.htm SKADDEN TAX OPINION Skadden Tax Opinion

February 22, 2006

To the Addressees Listed on

Schedule A Attached Hereto

Re:

Ford Credit Auto Owner Trust 2006-A

Asset Backed Notes

Ladies and Gentlemen:

You have requested our opinion as to certain U.S. federal income tax consequences in connection with the issuance of the $540,000,000 Class A-1 4.7248% Asset Backed Notes (the "Class A-1 Notes"), $500,000,000 Class A-2A 5.04% Asset Backed Notes (the "Class A-2a Notes"), $549,951,000 Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes" and together with the Class A-2a Notes, the "Class A-2 Notes"), $901,239,000 Class A-3 5.05% Asset Backed Notes (the "Class A-3 Notes"), $316,809,000 Class A-4 5.07% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), $88,674,000 Class B 5.29% Asset Backed Notes (the "Class B Notes"),$59,116,000 Class C 5.48% Asset Backed Notes (the "Class C Notes") and $59,116,000 Class D 7.21% Asset Backed Notes (the "Class D Notes") and, together with the Class A Notes, the Class B Notes and the Class C Notes, the "Notes") by Ford Credit Auto Owner Trust 2006-A (the "Trust") pursuant to the terms of the Indenture dated as of the Cutoff Date, (the "Indenture") between the Trust and The Bank of New York, as indenture trustee (the "Indenture Trustee"). The Trust will be governed by the Amended and Restated Trust Agreement (the "Trust Agreement") dated as of the Cutoff Date between Ford Credit Auto Receivables Two LLC (the "Depositor") and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Notes will be sold to the underwriters (the "Underwriters") pursuant to the Underwriting Agreement dated as of February 14, 2006, (the "Underwriting Agreement") among the Depositor and Bear, Stearns & Co. Inc., Greenwich Capital Markets, Inc. and J.P. Morgan Securities Inc. (the "Representatives"), acting on behalf of themselves and as representatives of the several Underwriters.

The rights of the holders of the Class A Notes (the "Class A Noteholders") will be senior to the rights of the holders of the Class B Notes (the "Class B Noteholders"), the Class C Notes (the "Class C Noteholders"), and the Class D Notes (the

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 2 of 12

"Class D Noteholders") and, together with the Class A Noteholders, the Class B Noteholders, and the Class C Noteholders, the "Noteholders"). Similarly, the rights of the Class B Noteholders will be senior to the rights of the Class C Noteholders, and the rights of the Class C Noteholders will be senior to the rights of the Class D Noteholders. On each Payment Date, the holder of the Residual Interest will be entitled to receive any remaining funds on deposit in the Collection Account after (i) the Total Required Payment has been made, (ii) the Reserve Account's balance has been restored, if necessary, to the Specified Reserve Balance and (iii) the Regular Principal Payment has been deposited into the Principal Payment Account. The holder of the Residual Interest will at all times hold the right to receive all such excess amounts.¹

Capitalized terms used but not otherwise defined in this opinion have the meaning specified in the "Usage and Definitions" attached as Appendix A to the Sale and Servicing Agreement among Ford Motor Credit Company ("Ford Credit"), the Depositor and the Trust ( the "Sale and Servicing Agreement").

You have asked us for our opinion as to the U.S. federal income tax characterization of the Notes as debt to the extent treated for U.S. federal income tax purposes as beneficially owned by a person other than Ford Credit and as to whether the Trust will be classified, for U.S. federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation In rendering our opinion, we have examined and relied upon (i) the prospectus supplement dated February 14, 2006 and the prospectus dated February 12, 2006 included therein (the "Prospectus"), (ii) the Indenture, (iii) the Trust Agreement, (iv) the Sale and Servicing Agreement, (v) the Administration Agreement dated as of the Cutoff Date (the "Administration Agreement") among the Trust, Ford Credit and the Indenture Trustee, (vi) the ISDA Master Agreement and the Schedule and Confirmation thereto (collectively, the "Interest Rate Swap"), each dated as of February 14, 2006 between the Issuer and The Royal Bank of Scotland plc as swap counterparty, and (vii) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below, and we have assumed that the parties to such documents will comply with the terms thereof, that such documents are not amended and that such documents are enforceable in accordance with their respective terms. In connection therewith, we note that you will receive an opinion of even date herewith from this firm regarding enforceability against Ford Credit, the Depositor and the Trust.

Subject to compliance with the Basic Documents, the Depositor, however, may exchange all or a portion of the Residual Interest for additional securities issued by the Trust pursuant to one or more supplemental indentures to the Indenture or amendments to the Trust Agreement. Any such exchange would require (i) an Opinion of Counsel that such exchange would not, among other things, (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.

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 3 of 12

In our examination, we have assumed the genuineness of all signatures including endorsements, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion letter which we did not independently establish or verify, we have relied upon the statements, representations, and certifications of officers and other representatives of Ford Credit, the Depositor, the Representatives, and others including certain calculations performed by Ford Credit, including the results stated in an Officer's Certificate of Ford Credit. Furthermore, in interpreting and complying with the documents in the future, the Depositor, the holder of the Residual Interest and the Owner Trustee are entitled to rely on the written advice or opinions of their counsel. We have assumed, for purposes of this opinion, that all such future written advice or opinions of counsel are, or will be, correct and complete. In addition, we have reviewed and relied upon the forms of the documents set forth in (ii) through (vi) above and each other document included as an exhibit to the Registration Statement and have assumed that each such document will be executed in that form without material change. In addition, our opinion is premised on the accuracy of the facts set forth in the Prospectus and the facts set forth in the representations referred to in the Prospectus.

In rendering our opinion, we have also considered and relied upon the Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings, judicial decisions, Treasury Regulations, and such other authorities as we have deemed appropriate. The statutory provisions, Treasury Regulations, interpretations, and other authorities upon which our opinion is based are subject to change, and such changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinion will not be taken by the Internal Revenue Service (the "Service").

I.	U.S. Federal Income Tax Characterization of the Notes.

Whether the Notes are debt or equity interests in the Trust Property is determined both by the terms of the Notes and by whether the "substantial incidents of ownership" of the Trust Property have been transferred to the Noteholders. See Watts Copy Systems, Inc. v. Commissioner, 67 TCM 2480, 2483 (1994); Coulter Electronics, Inc. v. Commissioner, 59 TCM 350 (1990), aff'd, 943 F.2d 1318 (11th Cir. 1991); United Surgical Steel Co. v. Commissioner, 54 T.C. 1215 (1970), acq., 1971-2 C.B. 3; Town & Country Food Co. v. Commissioner, 51 T.C. 1049 (1969), acq., 1969-2 C.B. xxv; GCM 39567 (June 10, 1986); and GCM 39584 (December 3, 1986). Thus, the most important considerations are: (i) whether the Noteholders bear the burdens of ownership of the Trust Property, (ii) whether the Noteholders have any of the benefits of ownership of the Trust Property, and (iii) whether the terms of the Notes have features which are more characteristic of debt than of equity. As discussed below, the Class A Noteholders and

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 4 of 12

the Class B Noteholders do not obtain, and the Class C Noteholders and the Class D Noteholders (other than Ford Credit, the Depositor or any other person not treated as separate from Ford Credit for U.S. federal income tax purposes) should not be viewed as obtaining, the benefits and burdens of ownership of the Trust Property.

(a)	The Benefits and Burdens of the Trust Property are Retained by the Holder of the Residual Interest.

(i) Burdens of Ownership. The principal burden of ownership of the Trust Property is the risk of loss arising from shortfalls in the payments on the Receivables. As described below, the transaction pursuant to which the Notes are issued has been structured so that the risk of loss is borne by the holder of the Residual Interest (which is initially the Depositor, a limited liability company wholly owned by Ford Credit).

The transaction is structured to make principal payments on the Notes in a greater amount than the monthly decline in the Pool Balance to reach a targeted level of overcollateralization. A component of the targeted overcollateralization, the Yield Supplement Overcollateralization Amount (the "Yield Supplement Overcollateralization Amount" or "YSOA"), is designed to achieve a desired level of excess spread, taking into account receivables having below-market interest rates.²To the extent that the YSOA is needed to pay interest on the Notes the overcollateralization that it represents will not be available to cover losses and other shortfalls in the amounts available to pay the Notes. Ford Credit has advised us, however, that in this transaction (i) under the pricing prepayment assumption for the Receivables, and (ii) assuming that prepayments occur reasonably evenly among high coupon and low coupon Receivables, no portion of the YSOA would be required to be used to pay interest or principal on the Notes. Accordingly, it is reasonable to view all, or at least a significant portion, of the YSOA as being available to use as credit enhancement.

The principal amount of the Class A Notes represents 95% of the initial Adjusted Pool Balance³; the principal amount of the Class B Notes represents 3% of the initial Adjusted Pool Balance; the principal amount of the Class C Notes represents 2% of the initial Adjusted Pool Balance; and the Class D Notes represent 2% of the initial

The "Yield Supplement Overcollateralization Amount" for each Receivable for each Collection Period is the excess, if any, of the present value of the payments on such Receivable for each future Collection Period discounted at the APR of the Receivable over the present value of such payments discounted at a fixed rate, assuming that future payments on the Receivables are made without any delays, defaults or prepayments.

³	The "Adjusted Pool Balance" as of any date is equal to the Pool Balance less the Yield Supplement Overcollateralization Amount as of such date.

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 5 of 12

Adjusted Pool Balance. The Class A Notes will be paid in full before any principal is paid on the Class B Notes, the Class C Notes and the Class D Notes. The Class A Notes are overcollateralized initially by 5% of the Adjusted Pool Balance. The Class B Notes will be paid in full before any principal is paid on the Class C Notes and the Class D Notes. The Class B Notes are overcollateralized initially by 2% of the Adjusted Pool Balance. The Class C Notes will be paid in full before any principal is paid on the Class D Notes. The aggregate principal amounts of the Class A Notes, the Class B Notes and the Class C Notes initially equal the Adjusted Pool Balance; the Class C Notes initially are supported by the Class D Notes and the portion of the YSOA which is available for credit support. In addition, the Notes will have the benefit, on each payment date, of the "spread" as is further discussed below. Finally, the Notes will also be supported by the Reserve Account, which may be drawn upon to make required payments of principal and interest to Noteholders, and which will initially be of 0.50% of the initial Pool Balance. Thus, initially there is meaningful credit enhancement supporting the Class A Notes, the Class B Notes, and the Class C Notes, plus, in each case, any YSOA which may be available for credit support of the Class A Notes, the Class B Notes, and the Class C Notes.

In addition, on each Payment Date, any shortfalls in amounts available to make required payments of principal and interest to Noteholders will first be absorbed by the portion of the monthly payments from the Receivables which are attributable to the "spread" between the income from the Receivables (less certain Trust and servicing expenses) and the aggregate interest payable on the Notes (the "Spread").⁴Any amounts remaining in the Collection Account after giving effect to the payment of the Total Required Payment and deposit of an amount to the Reserve Account to the extent necessary to replenish the Reserve Account to the Specified Reserve Balance are paid as principal on the Notes on each Payment Date to the extent of the Regular Principal Payment.⁵

The effect of the Regular Principal Payment is to pay down principal on the Notes more rapidly than principal is paid to the Trust on the Receivables until the targeted overcollateralization is reached. Based on the calculations by Ford Credit (using reasonable estimates of cumulative net losses), (i) the overcollateralization supporting the

⁴

For clarity, "Spread" as used herein refers only to such amount calculated without regard to the YSOA. The YSOA, to the extent not needed to pay the coupon on the Notes, also provides "Spread," but to simplify this opinion while avoiding double counting, the YSOA is treated only as providing principal overcollateralization equal to its principal amount.

⁵	Amounts otherwise distributable to the holder of the Residual Interest will be applied generally to establish and maintain a "cushion" (including the Reserve Account) of (i) the greater of 1.00% of the current Pool Balance and 0.50% of the initial Pool Balance and (ii) the YSOA.

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 6 of 12

Class A Notes (i.e., the excess of the Adjusted Pool Balance over the outstanding amount of the Class A Notes) at the end of one year will have increased substantially and at the end of two years will have again increased substantially, (ii) the overcollateralization supporting the Class B Notes (i.e., the excess of the Adjusted Pool Balance over the outstanding amount of the Class A Notes and the Class B Notes) at the end of each one year and two years will have also increased substantially, and (iii) the overcollateralization supporting the Class C Notes (i.e., the excess of the Adjusted Pool Balance over the outstanding amount of the Class A Notes, the Class B Notes, and the Class C Notes) at the end of each one year and two years will have also increased substantially. In addition, although the Class D Notes are not initially supported by over-collateralization, they are supported by any portion the YSOA available for credit support.

Based on the amounts of credit support and overcollateralization described above, the Class A-1 Notes will be given a rating in the highest short-term rating category, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes will be given a rating in the highest long-term rating category, the Class B Notes will be given a rating of at least "A" and the Class C Notes will be given a rating of at least "BBB" or their respective equivalents from at least two nationally recognized rating agencies. These investment grade ratings indicate a very high likelihood that all interest and principal will be timely paid with respect to the Class A Notes and Class B Notes and that the Class A Noteholders and the Class B Noteholders do not bear any significant risk of loss associated with ownership of the Trust Property. We also note that, although obviously the risk of loss with respect to the Class C Notes is greater than the risk associated with the Class B Notes and Class A Notes, the investment grade rating on the Class C Notes indicates a strong likelihood that all interest and principal will be paid with respect to the Class C Notes and that the Class C Noteholders do not bear any significant risk of loss associated with ownership of the Trust Property. We understand that according to Ford Credit's projections, (assuming a steady loss rate) the Class C Notes will receive all payments due to them unless the rate of net losses is many times greater than current or historic experience.

Based on the amounts of credit support and overcollateralization described above, the Class D Notes will be given a rating of at least "BB" or the equivalent from at least two nationally recognized rating agencies. Although "BB" is a non-investment grade rating, none of Ford Credit's asset-backed securities, including its issued "BB" tranches, has ever experienced any loss or event of default. In addition, all tranches issued and rated "BB" in 2003 and 2004 have been upgraded by at least one of the Rating Agencies to at least BBB- as of the date of this opinion and all within no more than 2.5 years of their issuance, as disclosed on Standard and Poor's website www.ratingsdirect.com. In the case of the Class D Notes, the performance of Ford Credit's past securitizations suggest with a high degree of certainty that interest and principal will be repaid in full. This historical information is therefore also consistent with Ford Credit's own projections showing that, under what Ford Credit believes to be

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 7 of 12

the reasonably expected future cumulative net losses and prepayments, interest and principal on the Class D Notes will be paid in full, and in fact, this will be the result unless the rate of net losses is many times greater than Ford Credit's current projections or historic experience. Furthermore, as has been long noted in the U.S. federal income tax law, the expectation of repayment need not be "unqualified" in order for a note to be treated as "debt" for federal income tax purposes. See, e.g., Santa Anita Consolidated, Inc., 50 T.C. 536, 532 (1968) (guaranteed debt treated as debt of legal obligor despite default by obligor and ultimate satisfaction of lender by payment by the guarantor); see also Richard M. Drachman, 23 T.C. 558, 562 (1954) ("For the advance to be a loan, it is not necessary that there be an unqualified expectation of repayment."); Earle v. W. J. Jones & Son, 200 F. 2d 846, 851 (C.A. 9, 1952). Accordingly, although the risk of loss with respect to the Class D Notes is greater than the risk associated with the Class C Notes, Class B Notes and Class A Notes, as described above, there is a reasonable and sufficient expectation that the Class D Notes will receive all payments due to them.

(ii) Benefits of Ownership. The primary benefits of ownership of the Trust Property are the payments due from Obligors with respect to the Receivables. If market interest rates for comparable receivables decrease in relation to the yield on the Receivables, the Receivables will increase in value. The Indenture provides that the rate of return to the Noteholders is, for each of the Classes of the Notes, a fixed rate or LIBOR plus a fixed spread, in each case set at the time of the pricing of the Notes and that the holder of the Residual Interest receives any residual amounts not required to be paid as Trust fees, expenses and indemnities or payments on the Notes. Thus the economic return to a Noteholder is the result not of any change in the value of the Receivables but rather reflects the stated rate of interest payable on a debt instrument.

As described above, the holder of the Residual Interest retains an ownership interest in the Trust Property, in addition to any Notes it retains, in the form of the Spread - i.e., the right to receive, on a periodic basis, amounts not used to make payments of Trust expenses or payments on the Notes. The net present value of the Spread is expected to be substantial under all reasonably expected scenarios.⁶

(iii) Default Rights. In the event that the Trust defaults in the payment of any interest (other than a default in the payment of interest on the Class B Notes prior

⁶

A substantial portion of the Receivables bears rates of interest below the sum of the highest note interest rate and the Servicing Fee ("Subvened Receivables"). Accordingly, a portion of the Spread (which includes payments in respect of Receivables already reflected in the calculation of the YSOA) that would otherwise contribute to the "cushion" supporting the Notes will be reallocated to provide for interest payments with respect to the Notes that could not otherwise be made because of shortfalls in Trust cash flow caused by the Subvened Receivables. The YSOA itself, however, as discussed above also provides a "cushion" to support the Notes.

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 8 of 12

to the time that all of the Class B Notes have been paid in full) and such default is not remedied within five days, or the Trust defaults in the payment the principal of any Note at its Final Scheduled Payment Date or, if applicable, Redemption Date, an Event of Default will occur and either the Indenture Trustee or the holders of Notes representing not less than a majority of the outstanding amount of the Controlling Class of the Notes may declare all of the Notes, including interest accrued and unpaid, to be immediately due and payable (however, if an Event of Default occurs, the Class B Noteholders will not have any right to direct or to consent to any actions by the Indenture Trustee until the Class A Notes have been paid in full and the Class C Noteholders will not have any right to direct or to consent to any actions by the Indenture Trustee until the Class B Notes have been paid in full). Upon such a declaration, the Indenture Trustee could sell the Trust Property and the proceeds therefrom would be applied to pay the Noteholders to the extent of the outstanding principal amount and any accrued and unpaid interest, before making any payments to the holder of the Residual Interest.

(b)	Other Factors.

A number of other factors support the conclusion that the Notes (to the extent treated for U.S. federal income tax purposes as beneficially owned by a person other than Ford Credit) would be considered, in substance, debt as of the Closing Date. The Notes are denominated as indebtedness and the Depositor and the Noteholders, by their purchase of the Notes, will agree to treat the Notes for federal, state and local income and franchise tax purposes as indebtedness of the Trust.⁷The terms of the Receivables differ materially from the terms of the Notes with regard to their respective interest rates and with respect to their respective weighted average lives. For U.S. federal income tax purposes, the Trust will effectively retain control and possession of the Receivables. The Servicer will receive a servicing fee from the Trust, payable from collections on each Payment Date, and is responsible for servicing, collection and administration of the Receivables and will bear all costs and expenses incurred in connection with such activities except to the extent permitted under the Sale and Servicing Agreement to net certain expenses from collections remitted to the Trust. The foregoing additional factors support the conclusion that the transaction described in the Prospectus with respect to the Notes constitutes an issuance of debt. Moreover, the substance of the transaction is consistent with the characterization of the Notes as debt.

Based on and subject to the foregoing, although there are no authorities involving closely comparable situations, in our opinion the Class A Notes, the Class B

⁷	In addition, in the event of a transfer of all or a portion of the Residual Interest, any subsequent transferee of any holder of the Residual Interest will also be bound pursuant to the Trust Agreement.

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 9 of 12

Notes, and the Class C Notes, to the extent treated for U.S. federal income tax purposes as beneficially owned by a person other than Ford Credit, will be treated as indebtedness for U.S. federal income tax purposes, and the Class D Notes, to the extent treated for U.S. federal income tax purposes as beneficially owned by a person other than Ford Credit, should be treated as indebtedness for U.S. federal income tax purposes.

II.	U.S. Federal Income Tax Characterization of the Trust.

"Eligible entities" (i.e., entities not explicitly classified as a corporation under Treas. Reg. § 301.7701-2(b)) with at least two members are, by default, treated as partnerships for U.S. federal income tax purposes, and if they have only a single member, will be disregarded entities. Treas. Reg. § 301.7701-3(b). Therefore, because the Trust is not included in the list of corporate entities described in Treas. Reg. § 301.7701-2(b), it will be treated as a partnership for U.S. federal income tax purposes under Treas. Reg. § 301.7701-3(b), if it (i) is not a trust for U.S. federal income tax purposes and (ii) is treated as having multiple owners (which would occur if any entity, in addition to the holder of the Residual Interest, were considered to have an equity interest in the Trust).⁸Due to the fact that the Depositor will initially be the sole holder of the Residual Interest, the Trust will initially be treated as a disregarded entity (i.e., as not being an entity separate from the Depositor).

If, contrary to the above expectation, the Trust initially were not to be a disregarded entity, or if, at a later time, the Depositor were no longer the sole holder of the Residual Interest, the Trust would nevertheless not be taxable as a corporation unless it were so treated under Section 7704.⁹Section 7704 provides that, subject to certain exceptions, a partnership the interests in which are (i) traded on an established securities market or (ii) readily tradable on a secondary market (or the substantial equivalent thereof) will be treated as a corporation for U.S. federal income tax purposes. Section 7704(c), however, excepts certain publicly traded partnerships ("PTPs") from treatment as a corporation for tax purposes if they have sufficient essentially passive income. Specifically, Section 7704(c) provides that a PTP shall not be treated as a corporation for tax purposes if 90 percent or more of its gross income consists of "qualifying income." Qualifying income is defined by Section 7704(d) to include interest and any gain from the sale or disposition of a capital asset. The Trust's sole source of income will be interest paid on the Receivables and amounts payable under any interest rate swap.

⁸

The Trust, which is a statutory trust formed under the laws of the State of Delaware pursuant to the Trust Agreement, may not be treated as a trust for U.S. federal income tax purposes because it may not be "simply an arrangement to protect or conserve [the Trust Property] for beneficiaries." Treas. Reg. § 301.7701-4(b).

⁹	Unless otherwise indicated, all "Section" references are to the Code.

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 10 of 12

We note that Section 7704(d)(2) disqualifies from the category of otherwise "qualifying income" interest that is derived in the conduct of a "financial or insurance business." In our view, because the Indenture Trustee, the Owner Trustee and Servicer cannot acquire additional assets and cannot manage the assets of the Trust in any ordinary sense, and in particular, cannot sell the Receivables other than charged off Receivables (except in the event of an Event of Default or dissolution of the Trust) and ineligible Receivables or servicer impaired Receivables or servicer modified Receivables repurchased by Ford Credit or the Depositor, the Trust should not be found to be carrying on a financial business. However, the Service has not provided guidance as to what constitutes a financial or insurance business and accordingly our conclusion is based on our interpretation of the statutory language of Section 7704 and not on authorities construing the statute. Accordingly, we believe that because the Trust should not be found to be engaged in a financial business the interest received on the Receivables and amounts payable to the Trust under the Interest Rate Swap will constitute qualifying income.

As a result, the Trust would qualify for the Section 7704(c) exception to the PTP rules and would not be taxable as a corporation thereunder, assuming that it otherwise would not be a disregarded entity for U.S. federal income tax purposes. In such a case, in our opinion, the Trust would not be classified as an association or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

To the Addressees Listed on

Schedule A Attached Hereto

February 22, 2006

Page 11 of 12

Except as set forth above, we express no other opinion. This opinion is furnished to you in connection with the transaction described herein and is not to be relied upon for any other purpose or by anyone else without our prior written consent. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant, or assumption relied upon herein that becomes incorrect or untrue.

Very truly yours,

/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Schedule A

Bear, Stearns & Co. Inc.

Greenwich Capital Markets, Inc.

J.P. Morgan Securities Inc.

On behalf of themselves and as representatives of the several Underwriters

c/o Bear, Stearns & Co. Inc.

383 Madison Avenue, 10th Floor

New York, New York 10179

Ford Credit Auto Receivables Two LLC

c/o Ford Credit SPE Management Office

One American Road, Suite 322-E1

Dearborn, Michigan 48126

Ford Credit Auto Owner Trust 2006-A

c/o U.S. Bank Trust National Association, as Owner Trustee

300 Delaware Avenue

Ninth Floor

Wilmington, Delaware 19801

The Bank of New York, as Indenture Trustee

101 Barclay Street, 8 West

New York, New York 10286

U.S. Bank Trust National Association as Owner Trustee

300 Delaware Avenue

Ninth Floor

Wilmington, Delaware 19801

Standard & Poor's Ratings Services, Inc.

55 Water Street

New York, New York 10041

Moody's Investors Service

99 Church Street

New York, NY 10007

Fitch, Inc.

One State Street Plaza

New York, NY 10004

EX-10.1 5 swapsched.htm ISDA SCHEDULE ISDA Schedule

SCHEDULE

to the

ISDA Master Agreement

dated as of February 14, 2006

between

THE ROYAL BANK OF SCOTLAND PLC,

a company incorporated under the laws of Scotland

(“Party A”)

and

FORD CREDIT AUTO OWNER TRUST 2006-A,

a Delaware statutory trust

(“Party B”)

Part 1.

Termination Provisions.

(a)

“Specified Entity” means in relation to Party A for the purpose of:

Section 5(a)(v),

Not applicable.

Section 5(a)(vi),

Not applicable.

Section 5(a)(vii),

Not applicable.

Section 5(b)(iv),

Not applicable.

in relation to Party B for the purpose of:

Section 5(a)(v),

Not applicable.

Section 5(a)(vi),

Not applicable.

Section 5(a)(vii),

Not applicable.

Section 5(b)(iv),

Not applicable.

(b)

“Specified Transaction” will have the meaning specified in Section 14 of this Agreement unless another meaning is specified here: No change from Section 14.

(c)

The “Breach of Agreement” provisions of Section 5(a)(ii), the “Misrepresentation” provisions of Section 5(a)(iv) and the “Default under Specified Transaction” provisions of Section 5(a)(v) will not apply to Party B.

(d)

The “Credit Support Default” provisions of Section 5(a)(iii) will not apply to Party A and will not apply to Party B.

(e)

The “Cross Default” provisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B.

(f)

For purposes of Section 6(b), only Party B may designate an Early Termination Date in respect of a “Tax Event” or“Tax Event Upon Merger” of Sections 5(b)(ii) and 5(b)(iii), respectively.

(g)

The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to Party A or to Party B.

(h)

The “Automatic Early Termination” provisions of Section 6(a) will not apply to Party A or to Party B.

(i)

Payments on Early Termination. For the purpose of Section 6(e):

(i)

Market Quotation will apply unless Party A is the Defaulting Party or the Affected Party and Party B has contracted to enter into a replacement Transaction on or prior to the Early Termina-tion Date, in which event Loss will apply.

(ii)

The Second Method will apply.

(iii)

Notwithstanding anything to the contrary set forth in the Agreement, if (1) Party B designates an Early Termination Date pursuant to Part 5(m) or 5(o) in respect of which any Transaction is a Terminated Transaction and (2) Party B enters into a replacement transaction with a third party on or before such Early Termination Date, then (x) the amount, if any, payable by Party B to Party A in respect of such Early Termination Date and such Transaction will not exceed the amount received by Party B from such third party in consideration of entering into such replacement transaction and (y) the amount, if any, payable by Party A to Party B in respect of such Early Termination Date and such Transaction will not be less than the amount payable by Party B to such third party in consideration of entering into such replacement transaction.

(j)

“Termination Currency” means United States Dollars.

(k)

Additional Termination Event will apply. Each of the following will constitute an Additional Termina-tion Event pursuant to Section 5(b)(v):

(i)

Any acceleration of the Notes pursuant to Section 5.2(a) of the Indenture (provided such acceleration has not been rescinded pursuant to Section 5.2(b) of the Indenture) and liquidation of the Indenture Trust Estate with Party B as the sole Affected Party;

(ii)

Any amendment or supplement to the Indenture or to the Sale and Servicing Agreement that would materially adversely affect any of Party A’s rights or obligations under this Agreement or any Transaction that is made without the consent of Party A, which consent will not be unreasonably withheld; provided that Party A’s consent will be deemed to have been given if Party A does not object in writing within 10 Business Days of receipt of a written request for such consent, with Party B as the sole Affected Party;

(iii)

Failure of Party A to comply with the requirements of Part 5(m), with Party A as the sole Affected Party; and

(iv)

Failure of Party A to comply with the requirements of Part 5(o), with Party A as the sole Affected Party.

Part 2.

Tax Representations.

(a)

Payer Tax Representations. For the purpose of Section 3(e), each of Party A and Party B makes the following representation:

It is not re-quired by any ap-pli-ca-ble law, as modi-fied by the prac-tice of any relevant govern-mental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement. In making this representa-tion, it may rely on (i) the accuracy of any repre-sentation made by the other party pursuant to Section 3(f), (ii) the satisfaction of the agree-ment contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursu-ant to Section 4(a)(i) or 4(a)(iii), and (iii) the satisfaction of the agreement of the other party contained in Section 4(d), provided that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of mate-rial prejudice to its legal or commercial position.

(b)

Payee Tax Representations. For the purpose of Section 3(f):

(i)

Party A makes the following representations: It is a tax resident of the United Kingdom.

(ii)

Party B makes the following representations: It is a United States Person for U.S. federal income tax purposes and either (a) is a financial institution (within the meaning of Treasury Regulations section 1.1441-1(c)(5)) or (b) is not acting as an agent for a person that is not a United States Person for U.S. federal income tax purposes, including IRS Form W-9, Form 8ECI or Form W-8BEN, as applicable.

Part 3.

Agreement to Deliver Documents.

(a)

For purposes of Section 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:

Party required to deliver document		Form/Document/Certificate		Date by which to be delivered
Party A and Party B		Any form or document that may be required or reasonably requested in order to allow the other party to make a payment under this Agreement without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate.		On the date of this Agreement, and promptly upon the earlier of (i) reasonable demand by the other party and (ii) learning that the form or document is required.

(b)

Other documents to be delivered are:

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Party A	Annual audited financial statements prepared in accor-dance with gen-erally ac-cepted ac-counting prin-ci-ples in the country in which the party is organized.	Promptly upon Party B’s request.	Yes
Party A and Party B	Certificate or other docu-ments evidencing the author-ity of the party en-tering into this Agree-ment or a Confir-mation, as the case may be, including copies of any board reso-lutions and appropri-ate certificates of incum-bency as to the of-ficers execut-ing such documents.	At or promptly follow-ing the execution of this Agreement.	Yes
Party A and Party B	Opinions of coun-sel in form and substance ac-cept-able to the other party.	At or promptly follow-ing the execution of this Agreement.	No
Party A	If Party B notifies Party A that the "significance percentage" as computed by Party B in accordance with Regulation AB is or becomes 10% or greater, Party A will provide to Party B the financial data relating to Party A required to be disclosed by Party B in Party B's reasonable judgment pursuant to Item 1115 of Regulation AB.	Promptly upon request of Party B.	Yes
Party A	A certificate of an authorized person of Party A certifying that the information provided by Party A to Party B for use in the Prospectus is true and accurate in all material respects.	Upon execution of this Agreement	Yes

Part 4.

Miscellaneous

(a)

Addresses for Notices:

(1) TO PARTY A:

For the purpose of Section 12(a), notices will be delivered to the following address:

Address:

c/o RBS Financial Markets, Level 4, 135 Bishopsgate, London, EC2M 3UR

Attention:

Swaps Administration

Telephone:

020 7085 5000

Fax:

020 7085 5050

Any notice delivered for purposes of Sections 5, 6 and 7 will be delivered to the following address:

Address:

c/o RBS Financial Markets

Level 7, 135 Bishopsgate

London EC2M 3UR

Attention:

Head of Legal, Financial Markets

Telephone:

44 207 085 5000

Facsimile:

44 207 085 8411

With a copy to:

Address:

600 Steamboat Road

Greenwich, CT 06830

Attention:

Legal Department - Derivatives Documentation

PhoneNo.:

203-618-2531/32

Facsimile No.:

203-618-2533/34

(2)

TO PARTY B:

For the purpose of Section 12(a), notices will be delivered to the address or facsimile number specified in the Confirmation of such Transaction. Any notice delivered for purposes of Sections 5, 6 and 7 will be delivered to the following address:

U.S. Bank Trust National Association,

as Owner Trustee for

Ford Credit Auto Owner Trust 2006-A

300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attn: Corporate Trust Administration

Telephone: (302) 552-3200

Fax: (302) 552-3129

with copies to:

The Bank of New York,

as Indenture Trustee for

Ford Credit Auto Owner Trust 2006-A

101 Barclay Street

Floor 8 West

New York, New York 10286

Attn: Structured Finance Services -

Asset Backed Securities, Ford 2006-A

Telephone: (212) 815-4389

Fax: (212) 815-2493

and

Ford Motor Credit Company

One American Road, Suite 2411

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 323-1200

Fax: (313) 248-7613

and

Ford Motor Credit Company

c/o Ford Motor Company WHQ

One American Road, Suite 801-C1

Dearborn, Michigan 48126

Attention: Securitization Operations Supervisor

Telephone: (313) 594-3495

Fax: (313) 390-4133

(b)

Process Agent. For the purpose of Section 13(c):

Party A appoints as its Process Agent: Not applicable.

Party B appoints as its Process Agent: Not applicable.

(c)

Offices. The provisions of Section 10(a) will apply.

(d)

Multibranch Party. For the purpose of Section 10:

(i)

Party A is not a Multibranch Party.

(ii)

Party B is not a Multibranch Party.

(e)

Calculation Agent. The Calculation Agent is Party B.

(f)

Credit Support Document.

Party A: Not Applicable.

Party B: Not Applicable.

(g)

Credit Support Provider.

Party A: Not Applicable.

Party B: Not Applicable.

(h)

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

(i)

Netting of Payments. Subparagraph (ii) of Section 2(c) will apply to all Transactions under this Agreement.

(j)

“Affiliate” will have the meaning specified in Section 14.

(k)

Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, its right to have a jury trial in respect to any proceedings related to this Agreement. Each party certifies that no representative, agent or attorney of the other party has represented,

expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver.

Part 5.

Other Provisions.

(a)

Non-Reliance. In connection with the negotiation of, the entering into, and the execution of this Master Agreement, any Credit Support Document to which it is a party, each Transaction and any other documentation relating to this Master Agreement to which it is a party or that is required by this Master Agreement to deliver, each of Party A and Party B represents and agrees that:

(i)

it is not relying (for the purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the other party to this Master Agreement, such Credit Support Docu-ment, each Transaction or such other documentation other than the representa-tions expressly set forth in this Master Agree-ment, such Credit Support Document and in any Confirmation;

(ii)

it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging and trading decisions (including deci-sions regarding the suitability of any Transaction pursuant to this Master Agreement) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party to this Master Agreement, such Credit Support Document, each Transaction or such other documentation;

(iii)

it has a full understanding of all the terms, conditions and risks (economic and other-wise) of the Master Agreement, such Credit Support Document, each Transaction and such other documentation and is capable of assuming and willing to, and will, assume (financially and otherwise) those risks;

(iv)

it is an “eligible contract participant” as defined in Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures Modernization Act of 2000;

(v)

it is entering into this Master Agreement, such Credit Support Document, each Transac-tion and such other documentation for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business;

(vi)

it is entering into this Master Agreement, such Credit Support Document, each Transac-tion and such other documentation as principal, and not as agent or in any other capacity, fiduciary or otherwise; and

(vii)

the other party to this Master Agreement, such Credit Support Document, each Transac-tion and such other documentation (a) is not acting as a fiduciary or financial, investment or commodity trading advisor for it, (b) has not given to it (directly or indirectly through any other person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, finan-cial, accounting or otherwise) of this Master Agree-ment, such Credit Support Document, each Transaction or such other documentation, and (c) has not committed to unwind the Transactions.

(b)

Tax Provisions.

The definition of Tax Event, Section 5 (b)(ii), is hereby modified by adding the following provision at the end thereof:

“provided, however, that for purposes of clarification, the parties acknowledge that the introduction or proposal of legislation will not, in and of itself, give rise to a presumption that a Tax Event has occurred.”

(c)

Deduction or Withholding for Tax. Party B will not be required to pay to Party A any amount relating to Indemnifiable Taxes pursuant to Section 2(d)(i)(4). However, if in the absence of this paragraph, Party B would otherwise be required to pay such amounts, Party A will have the right, but not the obli-gation, to transfer its rights and obligations under this Agreement to another of its Offices or Affili-ates or third party such that no Indemnifiable Tax would be imposed, subject to the notice and con-sent provi-sions set forth in Section 6(b)(ii).

(d)

No Petition. Party A covenants and agrees that prior to the date that is one year and one day after the payment in full of (i) all of the Notes and any other securities issued by Party B and (ii) any other securities issued by a trust as to which Ford Credit Auto Receivables Two LLC is a depositor (or, if later, the expiration of all applicable preference periods under the United States Bankruptcy Code or other applicable law), it will not institute against, or join with any other Person in instituting against, Party B or Ford Credit Auto Receivables Two LLC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under United States federal or state bankruptcy or similar law in connection with any obligations under this Agreement. The provisions of this paragraph will survive the termination of this Agreement.

(e)

Limited Recourse; Subordination.

(i)

Notwithstanding anything to the contrary contained in this Agreement, the obligations of Party B under this Agree-ment and any Transaction hereunder are solely the obligations of Party B and will be payable solely to the extent of funds received by and available to Party B in accordance with the priority of payment provisions under the Indenture and on the Payment Dates specified therein. Party A acknowledges that Party B has pledged its assets constituting the Indenture Trust Estate to the Indenture Trustee. Upon exhaustion of the assets of Party B and the proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, Party A will not be entitled to take any further steps against Party B to recover any sums due but unpaid under this Agreement, all claims in respect of which will be extinguished. No recourse may be taken for the payment of any amount owing in respect of any obligation of, or claim against, Party B arising out of or based upon this Agreement or any Transaction against any holder of a bene-ficial interest, employee, officer or Affiliate of Party B and, except as specifically provided in this Agreement, no recourse may be taken for the payment of any amount owing in respect of any obligation of, or claim against, Party B based on or arising out of this Agreement against the Administrator (as defined in the Administration Agreement), Ford Credit Auto Receivables Two LLC or any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or Affiliate of such person; provided, however, that the foregoing will not relieve any such person or entity from any liability they might otherwise have as a result of their gross negligence or willful misconduct.

(ii)

The parties intend that Part 5(e)(i) of this Schedule constitute an enforceable subordination agreement under Section 510(a) of the Bankruptcy Code and will survive the termination of this Agreement.

(f)

Party B Pledge. Notwithstanding Section 7 to the contrary, Party A acknowledges that Party B will pledge its rights under this Agreement to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture and agrees to such pledge. The Indenture Trustee will not be deemed to be a party to this Agreement, provided, however, the Indenture Trustee, acting on behalf of the holders of the Notes, will have the right to enforce this Agreement against Party A. Party A will be entitled to rely on any notice or communication from the Indenture Trustee to that effect. Party A acknowledges that Party B will pledge substantially all its assets to the Indenture Trustee for the benefit of the Noteholders and Party A and that all payments hereunder, including payments on early termination, will be made in accordance with the priority of payment provisions of the Indenture and the Sale and Servicing Agreement and on the Payment Dates specified therein.

(g)

Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, will be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof will continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties to this Agreement.

(h)

Recording of Conversations. Each party (i) consents to the recording of the telephone conversa-tions of the trad-ing and marketing personnel of the parties in connec-tion with this Agreement and any potential or actual Transac-tion and (ii) agrees to obtain any necessary con-sent of, and to give notice of such recording to, its personnel.

(i)

Consent by Party A to Amendments to Certain Documents. Before any amendment, modification or supplement is made to the Indenture or the Purchase Agreement or the Sale and Servicing Agreement that (i) would materially adversely affect any of Party A’s rights or obligations under this Agreement or any Transaction or (ii) modify the obligations or impair the ability of Party B to fully perform any of Party B’s obligations under this Agreement or any Transaction in such a way that would materially adversely affect any of Party A’s rights or obligations under this Agreement or any Transaction, Party B will provide Party A with a copy of the proposed amendment, modification or supplement and will obtain the consent of Party A prior to its adoption, which consent will not be unreasonably withheld, provided that Party A’s consent will be deemed to have been given if Party A does not object in writing within 10 Business Days of receipt of a written request for such consent.

(j)

Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreements, each of Party A and Party B irrevocably waives as to itself any and all contractual rights it may have to set off, net, recoup or otherwise withhold or suspend or condition its payment or perfor-mance of any obligation to the other party hereto arising outside of this Agreement (which Agreement includes the Master Agreement to which this Schedule is attached, this Schedule and the Confirmations hereto). This Part 5(j) will not affect the rights and obligations of the Parties pursuant to Section 2(c) (Netting).

(k)

Limitation of Liability of Owner Trustee. Notwithstanding anything contained in this Agreement to the contrary, this instrument (and any Confirmation pursuant to this instrument) has been or will be signed on behalf of Party B by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of Party B and in no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of Party B have any liability for the representations, warranties, covenants, agreements or other obligations of Party B under this Agreement or under any such Confirmation, as to all of which recourse will be had solely to the assets of Party B. For all purposes of this Agreement and any Confirmation, in the performance of any duties or obligations of Party B hereunder, the Owner Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement; provided, however, that the foregoing will not relieve the Owner Trustee from any liability it might otherwise have under the Trust Agreement as a result of its gross negligence or willful misconduct.

(l)

Definitions. Unless otherwise specified in a Confirmation, this Agreement and the relevant Transaction between the parties are subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc., and will be governed in all relevant respects by the provisions set forth in the Definitions, without regard to any amendment to the Definitions subsequent to the date hereof. The provisions of the Definitions are incorpo-rated by reference in and will be deemed a part of this Agreement, except that references in the Definitions to a “Swap Transaction” will be deemed references to a “Transaction” for purposes of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions, this Agreement will prevail. In the event of any inconsistency between the provision of any Confirmation and this Agreement or the Definitions, such Confirmation will prevail for the purpose of the relevant Transaction.

Additional Defined Terms. Capitalized terms used but not defined in this Agreement (including this Schedule) or any Confirmation are defined in the Sale and Servicing Agreement dated as of February 1, 2006 (including Appendix A to such Sale and Servicing Agreement), as amended, supplemented or otherwise modified, among Party B, Ford Motor Credit Company as Servicer and Ford Credit Auto Receivables Two LLC as Depositor.

(m)

Counterparty Rating Withdrawal or Reduction. In the event that (w) Party A’s long- or short term unsecured and unsubordinated debt rating (or bank deposit rating) is withdrawn or reduced below “A” or “A-1” by S&P (or if it has no short term unsecured debt rating by S&P, a long term unsecured debt rating of "A+") (x) either (i) Party A’s long term unsecured and unsubordinated debt rating is withdrawn or reduced below “Aa3” by Moody’s and Party A does not have a short-term unsecured and unsubordinated debt rating of “P-1” or above or (ii) Party A’s long or short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A1” or “P-1” by Moody’s, or (y) Party A’s long term unsecured and unsubordinated debt rating is withdrawn or reduced below “A” by Fitch (such rating thresholds in clauses (w), (x), and (y), “Approved Rating Thresholds”), within 30 days of such rating withdrawal or downgrade (unless each such Rating Agency has reconfirmed the rating of each Class of Notes which was in effect immediately prior to such withdrawal or downgrade), Party A will (i) assign each Transaction to another counterparty with the Approved Rating Thresholds and approved by Party B (which approval will not be unreasonably withheld) on terms identical to this Schedule and the related Confirmation, (ii) obtain a guaranty, or a contingent agreement of, another person with Approved Rating Thresholds to honor Party A’s obligations under this Agreement, provided that such other person is approved by Party B (which approval will not be unreasonably withheld), (iii) post

mark-to-market collateral, pursuant to a collateral support agreement acceptable to Party B, which will be sufficient to restore any downgrade or withdrawal in the ratings of each Class of Notes issued by Party B attributable to Party A's failure to comply with the Approved Rating Thresholds, or (iv) establish any other arrangement satisfactory to Party B and to the applicable Rating Agency, in each case, sufficient to satisfy the Rating Agency Confirmation. However, Party A will be required to take the action described in clause (i), (ii) or (iv) above, in any event, if Party A fails to have either (A) a short-term unsecured debt rating of at least “A-3” by S&P or, if Party A does not have a short-term rating by S&P, a long-term unsecured debt rating of at least “BBB-” by S&P or (B) a long-term unsecured debt rating of at least “BBB-” by Fitch. All costs and expenses in connection with effecting any arrangements pursuant to clauses (i), (ii), (iii) or (iv) will be for the account of Party A.

(n)

Approval of Amendments or Assignment. No amendments to this Agree-ment will be effected, nor may the rights and obligations of Party A be transferred or as-signed, without the prior writ-ten con-fir-ma-tion of each Rating Agen-cy that such amend-ment, transfer or assignment will not cause such Rating Agency to reduce or withdraw its then current rating on any of the Notes.

(o)

Regulation AB Financial Disclosure.

Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, the Depositor is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate “significance percentage” of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB.

If the Depositor determines, reasonably and in good faith, that the significance percentage of this Agreement has increased to 9%, then on any Business Day after the date of such determination the Depositor may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10% (such request, a “Swap Financial Disclosure Request” and such requested information, subject to the last sentence of this paragraph, the “Swap Financial Disclosure”). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable.

Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, shall within 30 days after receipt of such Swap Financial Disclosure Request (or within 10 days after Party A being informed of the significance percentage reaching 10% after such Swap Financial Disclosure Request): (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to Rating Agency Confirmation and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to Rating Agency Confirmation and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A’s obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such affiliate to provide Swap Financial Disclosure within the time period specified above. If

permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

Agency Role of Greenwich Capital Markets, Inc. In connection with this Agreement, Greenwich Capital Markets, Inc. has acted as agent of Party A. Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise responsible for the obligations of Party A under this Agreement

* * *

EXECUTED:

FORD CREDIT AUTO OWNER TRUST		THE ROYAL BANK OF SCOTLAND PLC
2006-A

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


By:	/s/ Barbara A. Nastro	By:	/s/ J Mather
Name: Barbara A. Nastro		Name: James V. Mather
Title: Vice President		Title: Managing Director

Date: February 14, 2006		Date: February 14, 2006

[Signature Page for Swap Schedule]

EX-10.2 6 swapconfirm.htm ISDA CONFIRM ISDA Confirm

February 14, 2006

To:	THE ROYAL BANK OF SCOTLAND PLC

Financial Markets

280 Bishopsgate

London EC2M 4RB

Attention: Confirmations Team

Email: confirmations@rbos.com

From:

FORD CREDIT AUTO OWNER TRUST 2006-A

c/o U.S. Bank Trust National Association,

as Owner Trustee

300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attention: Corporate Trust Department

Telephone: (302) 552-3200

Facsimile: (302) 552-3129

Re: Interest Rate Swap Reference No. 9380

Ladies and Gentlemen:

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between The Royal Bank of Scotland plc (“Party A”) and Ford Credit Auto Owner Trust 2006-A (“Party B”) on the Trade Date listed below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) are incorporated into this Confirmation. For these purposes, all references in those Definitions to a “Swap Transaction” will be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern.

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement and the Schedule thereto, both dated as of February 14, 2006, as amended and supplemented from time to time (the “Agreement”) between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. Other capitalized terms used herein and not otherwise defined will have the meanings given them in the Indenture referred to in the Agreement. In the event of any inconsistency between those terms and this Confirmation, this Confirmation will govern.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Party A: The Royal Bank of Scotland plc.

Party B: Ford Credit Auto Owner Trust 2006-A.

Trade Date: February 14, 2006.

Effective Date:

February 22, 2006.

Notional Amount:

For the first Calculation Period (from and including, February 22, 2006 to but excluding March 15, 2006), the Notional Amount of this Transaction for purposes of calculating payments due by either party on the first Payment Date will be $549,951,000. With respect to any subsequent Calculation Period up through and including the Calculation Period ending on but excluding September 15, 2008, the Notional Amount will be the Note Balance of the Class A-2b Notes (after giving effect to all amounts paid on the Payment Date that is the first day of such Calculation Period) as stated on the Servicer’s monthly investor report relating to such Payment Date (the “Actual Balance”). Party B will determine the Notional Amount and will inform Party A of such determination by the twelfth day of each calendar month using the aggregate outstanding principal balance for the Class A-2b Notes prior to giving effect to any payments of principal of Class A-2b Notes on the following Payment Date, as shown in the Servicer's monthly investor report relating to such Payment Date.

TerminationDate:

The earlier of September 15, 2008 and the date the aggregate outstanding principal balance of the Class A-2b Notes has been reduced to zero.

Fixed Amounts

Fixed Rate Payer:

Party B.

Fixed Rate Payer

Payment Date:

The 15^th day of each calendar month, subject to adjust-ment in accordance with the Following Business Day Convention.

Period End Date:

The 15^th day of each calendar month, with No Adjust-ment. (This means that each Calculation Period for the Fixed Amount will have 30 days, except for the Initial Calculation Period, which will commence on February 22, 2006 and end on and excluding March 15, 2006.)

Fixed Rate:

5.025%

Fixed Rate Day

Count Fraction:

30/360

Floating Amounts

Floating Rate Payer:

Party A.

Floating Rate Payer

Payment Dates:

The 15^th day of each calendar month, subject to adjust-ment in accordance with the Following Business Day Convention.

Floating Rate for

Initial Calculation

Period:

4.57% (excluding spread)

Floating Rate Option:

USD-LIBOR-BBA.

Designated Maturity:

One month.

Spread:

Plus .01%

Floating Rate Day

Count Fraction:

Actual/360.

Reset Dates:

The first day of each Floating Rate Payer Calculation Period.

Business Days:

New York and Delaware.

3. Account Details

Payments to Party A:

JPMorgan Chase Bank, New York

ABA # 021000021

Acct#: 400930153

Agent Swift Address: CHASUS33

Favor: Royal Bank of Scotland Financial Markets

Fixed Income and Interest Rate Derivate Operations London

(RBS FM FI & IRD Ops Ldn)

Payments to Party B:

The Bank of New York

ABA # 021000018

Acct # 111-565

Attn: John Bobko

For further credit to: Ford Credit Auto Owner Trust 2006-A Collection Acct TAS #879412

Party A Operations

Contact:

Melizza Stotler

RBS Greenwich Capital

600 Steamboat Road

Greenwich CT 06830

Telephone: (203) 618 2525

Fax: (203) 618-2580

gcmderivatives@rbsgc.com

Party B Operations

Contact:

Ford Credit Auto Owner Trust 2006-A

c/o U.S. Bank Trust National Association, as Owner Trustee

300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attn: Corporate Trust Administration

Telephone: (302) 552-3102

Fax: (302) 552-3129

with copies to:

The Bank of New York,

as Indenture Trustee for

Ford Credit Auto Owner Trust 2006-A

101 Barclay Street

Floor 8 West

New York, New York 10286

Attn: Structured Finance Services -

Asset Backed Securities, Ford 2006-A

Telephone: (212) 815-4389

Fax: (212) 815-2493;

and

Ford Motor Credit Company

c/o Ford Motor Company

WHQ, One American Road

Suite 801-C1

Dearborn, Michigan 48126

Attention: Securitization Operations Supervisor

Telephone: (313) 206-5899

Fax: (313) 390-4133

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us.

Best Regards,


FORD CREDIT AUTO OWNER TRUST 2006-A

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


	By:	/s/ Barbara A. Nastro
	Name: Barbara A. Nastro
	Title: Vice President


THE ROYAL BANK OF SCOTLAND PLC

By: GREENWICH CAPITAL MARKETS, INC.,
its agent


	By:	/s/ William Gougherty
	Name: William J. Gougherty
	Title: Vice President

[SIGNATURE PAGE FOR FRONT END SWAP CONFIRM]

EX-99.1 7 ssa.htm SALE AND SERVICING AGREEMENT Sale and Servicing Agreement

SALE AND SERVICING AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2006-A,

as Issuer,

FORD CREDIT AUTO RECEIVABLES TWO LLC,

as Depositor

and

FORD MOTOR CREDIT COMPANY,

as Servicer

Dated as of February 1, 2006

TABLE OF CONTENTS

			Page

ARTICLE I USAGE AND DEFINITIONS			1


ARTICLE II TRUST PROPERTY; REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR; CUSTODIAN			1

	Section 2.1	Sale of Trust Property	1
	Section 2.2	Savings Clause	1
	Section 2.3	Representations and Warranties of the Depositor About the Receivables	2
	Section 2.4	Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor	2
	Section 2.5	Custodian	3

ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER TRUST PROPERTY			5

	Section 3.1	Appointment; Duties of the Servicer with Respect to the Servicing of the Receivables	5
	Section 3.2	Purchase of Receivables Upon Breach by the Servicer	7
	Section 3.3	Sales of Charged off Receivables	8
	Section 3.4	Duties of the Servicer with Respect to the Servicing of the Transaction; Annual Reports and Notices	8
	Section 3.5	Servicer's Fees	10
	Section 3.6	Servicer's Expenses	10

ARTICLE IV TRUST ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS AND THE DEPOSITOR			10

	Section 4.1	Accounts	10
	Section 4.2	Investment of Funds on Deposit in the Bank Accounts	12
	Section 4.3	Remittances	13
	Section 4.4	Calculations and Distributions; Withdrawals from the Reserve Account	14

ARTICLE V THE DEPOSITOR			15

	Section 5.1	Representations and Warranties of the Depositor	15
	Section 5.2	Liability of the Depositor	16
	Section 5.3	Merger or Consolidation of, or Assumption of the Obligations of, the Depositor	17
	Section 5.4	Depositor May Own Notes	17
	Section 5.5	Depositor's Designation of the Rating Agencies	17

ARTICLE VI THE SERVICER			17

	Section 6.1	Representations and Warranties of the Servicer	17
	Section 6.2	Liability of the Servicer	17
	Section 6.3	Indemnities of the Servicer	19
	Section 6.4	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate	19
	Section 6.5	Delegation of Duties	20
	Section 6.6	Ford Credit Not to Resign as Servicer	20
	Section 6.7	Servicer May Own Notes	21

ARTICLE VII SERVICING TERMINATION			21

	Section 7.1	Events of Servicing Termination	21
	Section 7.2	Appointment of Successor Servicer	23
	Section 7.3	Notification to Noteholders and the Holder of the Residual Interest	24
	Section 7.4	Waiver of Events of Servicing Termination	24

ARTICLE VIII TERMINATION			25

	Section 8.1	Clean-Up Call	25

ARTICLE IX MISCELLANEOUS PROVISIONS			25

	Section 9.1	Amendment	25
	Section 9.2	Protection of Right, Title and Interest to the Trust Property	27
	Section 9.3	Notices	28
	Section 9.4	Assignment by the Depositor or the Servicer	28
	Section 9.5	Third-Party Beneficiaries	29
	Section 9.6	GOVERNING LAW	29
	Section 9.7	Submission to Jurisdiction	29
	Section 9.8	WAIVER OF JURY TRIAL	29
	Section 9.9	Severability	29
	Section 9.10	Counterparts	29
	Section 9.11	Headings	29
	Section 9.12	No Waiver; Cumulative Remedies	29
	Section 9.13	Agent for Service	29
	Section 9.14	No Petition	30
	Section 9.15	Limitation of Liability of Owner Trustee and Indenture Trustee	30

Schedule A	Schedule of Receivables		SA-1
Schedule B	Notice Addresses		SB-1
Appendix A	Usage and Definitions		AA-1
Exhibit A	Form of Monthly Investor Report		EA-1

SALE AND SERVICING AGREEMENT, dated as of February 1, 2006 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2006-A, a Delaware statutory trust, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and FORD MOTOR CREDIT COMPANY, a Delaware corporation, as Servicer.

BACKGROUND

The Depositor has purchased a pool of retail installment sale contracts secured by new and used cars and light trucks from Ford Credit.

The Depositor wishes to sell and the Issuer wishes to purchase from the Depositor such contracts and related property on the terms and conditions in this Agreement.

The Issuer wishes to appoint the Servicer to service the contracts and the Servicer is willing to service the contracts for the Issuer.

ARTICLE I

USAGE AND DEFINITIONS

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

ARTICLE II

TRUST PROPERTY; REPRESENTATIONS AND WARRANTIES

OF THE DEPOSITOR; CUSTODIAN

Section 2.1 Sale of Trust Property. In consideration of the Issuer's delivery to the Depositor of Notes with an aggregate Note Balance of $3,014,905,000 and the rights to distributions under Section 8.2 of the Indenture, the Depositor irrevocably sells to the Issuer, without recourse (subject to the obligations of the Depositor under this Agreement), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in and to the Receivables and the other Trust Property. The sale made under this Agreement does not constitute and is not intended to result in an assumption by the Issuer of any obligation of the Depositor or Ford Credit to the Obligors, the Dealers or any other Person in connection with the Receivables and the other Trust Property.

Section 2.2 Savings Clause. It is the intention of the Depositor and the Issuer that (i) the sale pursuant to Section 2.1 constitutes an absolute sale of the Trust Property, conveying good title free and clear of any Lien other than Permitted Liens, from the Depositor to the Issuer and (ii) the Trust Property not be a part of the Depositor’s estate in the event of a bankruptcy or insolvency of the Depositor. If, notwithstanding the intention of the Depositor and the Issuer, such transfer is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Depositor grants, and the parties intend that the Depositor grant, to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in the Trust Property to secure a loan in an amount equal to all amounts payable by the Depositor under

this Agreement, all amounts payable as principal and interest on the Notes and all amounts payable as servicing fees under this Agreement and all fees and expenses of the Indenture Trustee or the Owner Trustee, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Section 2.3 Representations and Warranties of the Depositor About the Receivables.

(a) Representations and Warranties from the Purchase Agreement. Ford Credit made the representations and warranties set forth in Section 3.2 of the Purchase Agreement to the Depositor, and has consented to the transfer by the Depositor to the Issuer of the Depositor’s rights with respect to such representations and warranties on which the Issuer is relying in acquiring the Receivables. Pursuant to Section 2.1, the Depositor has transferred to the Issuer all of the Depositor’s rights under the Purchase Agreement, including the right to require Ford Credit to repurchase Receivables in accordance with the Purchase Agreement if there is a breach of Ford Credit's representations and warranties. In addition, the Depositor represents and warrants as of the Closing Date, which representations and warranties the Issuer has relied on in purchasing the Receivables and will survive the sale of the Receivables to the Issuer and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, that the representations and warranties set forth in Section 3.2 of the Purchase Agreement are true and correct in all material respects.

(b) Representations and Warranties of the Depositor. The Depositor represents and warrants as of the Closing Date, which representations and warranties the Issuer has relied on in purchasing the Receivables and will survive the sale of the Receivables to the Issuer and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, that:

(i) the Depositor has not previously sold, assigned, pledged or granted a security interest in the Receivables or other Trust Property to any Person other than the Issuer,

(ii) immediately before the sale under this Agreement, the Depositor had good and marketable title to the Receivables and other Trust Property free and clear of any Lien other than Permitted Liens, and

(iii) immediately upon the sale under this Agreement, the Issuer will have good and marketable title to the Receivables and other Trust Property, free and clear of any Lien other than Permitted Liens.

Section 2.4 Repurchase of Receivables Upon Breach of Representations or Warranties by the Depositor.

(a) If a Responsible Person of the Depositor has actual knowledge, or receives notice from the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the representations or warranties made by the Depositor pursuant to Section 2.3 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable as of

such last day (or, at the Depositor's option, the last day of the first full Collection Period after the Responsible Person obtains actual knowledge or is notified of such breach) at a price equal to the Purchase Amount. The Depositor will deposit or cause to be deposited into the Collection Account the Purchase Amount for any Receivable that it is repurchasing on the Business Day immediately preceding the Payment Date (or, with Rating Agency Confirmation, on such Payment Date) related to the Collection Period as of which such repurchase occurs.

(b) The sole remedy for a breach of the representations and warranties of the Depositor contained in Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a).

(c) Upon the Depositor's payment of the Purchase Amount, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor all of the Issuer's right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a). Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer may mark its computer records to indicate that such receivable is no longer a Receivable, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the sale of such receivable, free from any Lien of the Depositor, the Issuer or the Indenture Trustee.

Section 2.5 Custodian.

(a) Appointment of Custodian. To reduce administrative costs and facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as the Servicer, to act as the custodian of the Receivables for the Issuer and the Indenture Trustee. Ford Credit accepts such appointment and agrees to perform the custodial duties set forth in this Section 2.5. Ford Credit in its capacity as custodian under this Agreement is referred to as the "Custodian."

(b) Custody of Receivables Files. The Custodian will hold and maintain in safekeeping the following documents and instruments for each Receivable (the "Receivables Files") for the benefit of the Issuer and the Indenture Trustee:

(i) the original Receivable;

(ii) the credit application executed by the Obligor;

(iii) the original certificate of title or such other documents evidencing the security interest of Ford Credit in the Financed Vehicle; and

(iv) all other documents, notices and correspondence that the Servicer generates relating to the Receivable, the Obligor or the Financed Vehicle.

Unless otherwise indicated above, any document or instrument in the Receivables Files may be a photocopy or in electronic format. The Receivables Files are constructively delivered to the Indenture Trustee, as pledgee of the Issuer pursuant to the Indenture, and the Custodian confirms to the Issuer and the Indenture Trustee that it has received the Receivables Files. No initial review or any periodic review of the Receivables Files by the Issuer, the Owner Trustee or the Indenture Trustee is required.

(c) Maintenance and Safekeeping of the Receivables Files. The Custodian will accurately maintain and keep current the Receivables Files, including any computer systems on which the Receivables Files are electronically stored, all in a manner that will permit the Servicer and the Issuer to comply with this Agreement and the Indenture Trustee to comply with the Indenture. The Custodian will act with reasonable care and in accordance with the Credit and Collection Policy in performing its duties as custodian. The Custodian will promptly take appropriate action to remedy any material failure on its part to hold the Receivables Files and maintain its computer systems as provided in this Agreement and will report to the Issuer and the Indenture Trustee any such material failure that it is unable to remedy within a reasonable time. The Custodian may destroy any document (other than the original Receivable or certificate of title) in any Receivable File and store such document in an electronic format in accordance with the Credit and Collection Policy.

(d) Location of Receivables Files. The Custodian will maintain the Receivables Files (or access to any Receivables Files stored in an electronic format) at one of its offices or the offices of one of its custodians in the United States. Upon request, the Custodian will provide a list of locations of the Receivables Files to the Depositor, the Issuer and the Indenture Trustee, or their representatives, attorneys or auditors.

(e) Access to Receivables Files. The Custodian will provide the Depositor, the Issuer and the Indenture Trustee with access to the Receivables Files and the related computer systems at offices designated by the Custodian without charge, but only upon reasonable request, during normal business hours. Such access will be subject to the Custodian's security and confidentiality procedures and the terms and conditions of a confidentiality agreement satisfactory to the Custodian. Nothing in this Section 2.5(e) will affect the obligation of the Indenture Trustee or the Custodian to observe any applicable privacy and confidentiality law prohibiting disclosures of information regarding the Obligors and the failure of the Custodian to provide access as a result of such obligations will not constitute a breach of this Section 2.5(e).

(f) Effective Period and Termination of Custodian. Ford Credit's appointment as custodian is effective as of the Cutoff Date and will continue until terminated pursuant to this Section 2.5(f). If Ford Credit resigns as Servicer in accordance with Section 6.6 or the Servicer is terminated pursuant to Section 7.1, the appointment of Ford Credit as custodian under this Agreement may be terminated in the same manner as the Servicer may be terminated under Section 7.1. As soon as practicable after any termination of its appointment as custodian, the Custodian will deliver to the Indenture Trustee or its agent or designee the Receivables Files

maintained by the Custodian at such place as the Indenture Trustee may reasonably designate. All reasonable costs and expenses incurred in connection with transferring the Receivables Files to the successor custodian and amending this Agreement to reflect such successor as custodian will be paid by the predecessor custodian upon presentation of documentation of such costs and expenses.

(g) Servicer's Access to Receivables Files; Indemnity. Notwithstanding any termination of the Custodian pursuant to Section 2.5(f), the Servicer will be entitled to access the Receivables Files and, upon request from the Servicer, the successor custodian will promptly release any document in the Receivables Files to the Servicer. The Issuer will indemnify, defend and hold harmless the Servicer against any and all costs, expenses, losses, claims and liabilities resulting from the failure by a successor custodian to release Receivables Files to the Servicer in a timely manner.

ARTICLE III

ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER TRUST PROPERTY

Section 3.1 Appointment; Duties of the Servicer with Respect to the Servicing of the Receivables.

(a) Appointment and General Duties. The Issuer appoints Ford Credit to act as the Servicer of the Receivables for the Issuer and the Indenture Trustee. The Servicer will manage, service, administer and collect on the Receivables with reasonable care using that degree of skill and attention that the Servicer exercises with respect to all comparable automotive receivables that it services for itself or others and in accordance with the Credit and Collection Policy. The Servicer's duties will include:

(i) collecting and applying all payments made on the Receivables,

(ii) investigating delinquencies,

(iii) sending invoices and responding to inquiries of Obligors,

(iv) processing requests for extensions and modifications,

(v) administering payoffs, defaults and delinquencies,

(vi) reporting tax information to Obligors,

(vii) repossessing and then selling the Financed Vehicle securing any Receivable that the Servicer determines is unlikely to eventually be paid in full,

(viii) maintaining accurate and complete accounts and computer systems pertaining to servicing the Receivables,

(ix) providing to the Custodian copies, or access to, any documents, instruments, notices and correspondence that modify information contained in the Receivables Files, and

(x) furnishing Monthly Investor Reports and any other periodic reports required by the transaction documents.

In performing its duties as servicer of the Receivables, the Servicer will comply with all material requirements of federal and State laws and regulations.

(b) Collection of Receivable Payments; Extensions, Rebates and Adjustments on Receivables. The Servicer will make reasonable efforts to collect all payments due under the terms of the Receivables. The Servicer may waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable and may grant extensions, refunds, rebates or adjustments with respect to any Receivable or amend any Receivable, in each case in accordance with the Credit and Collection Policy, except that if the Servicer (i) grants payment extensions on a Receivable that extend the final payment date of the Receivable more than six months past the last original scheduled payment date of any Receivable in the securitized pool, (ii) modifies the Amount Financed under a Receivable, (iii) modifies the APR of a Receivable, or (iv) increases the number of originally scheduled due dates of the Receivable, it will purchase the Receivable in the manner provided in Section 3.2, unless it is required to take such action under law or pursuant to a court order.

(c) Maintenance of Security Interests in Financed Vehicles. The Servicer will take all necessary steps to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Issuer authorizes the Servicer to take all actions necessary to continue perfection of such security interest on behalf of the Issuer and the Indenture Trustee if a Financed Vehicle is relocated to another State or for any other reason. Unless required by law or court order, the Servicer will not release any Financed Vehicle from the security interest granted by the related Receivable, except (i) upon payment in full of the Receivable, (ii) in order to receive proceeds from insurance covering such Financed Vehicle, (iii) upon repossession, (iv) upon discounted settlement of the Receivable, or (v) upon abandonment, in each case in accordance with the Credit and Collection Policy.

(d) No Impairment. The Servicer will not impair in any material respect the rights of the Issuer or the Indenture Trustee in the Receivables except in accordance with the Credit and Collection Policy and as otherwise permitted by this Agreement.

(e) Other Action.

(i) Effective as of the date of this Agreement, all Receivables are assigned to the Servicer solely for the purpose of fulfilling the Servicer's duties under this Agreement, including commencement of or participation in legal proceedings to enforce a Receivable or otherwise related to a Receivable. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Owner Trustee, on behalf of the Issuer,

will, at the Servicer's expense and direction, take steps to enforce the Receivable, including bringing suit in the names of the Indenture Trustee, the Noteholders, the Issuer or any of them. On request of the Servicer, the Owner Trustee will furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement.

(ii) The Servicer is authorized to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, or any of them, any instruments of satisfaction, cancellation, partial or full release or discharge, and any other comparable instruments, with respect to the Receivables and the Financed Vehicles.

Section 3.2 Purchase of Receivables Upon Breach by the Servicer.

(a) (i) If a Responsible Person of the Servicer has actual knowledge, or receives notice from the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the covenants set forth in Sections 3.1 (c) or (d) and such breach is not cured in all material respects by the end of the second full Collection Period after the Responsible Person obtained actual knowledge or was notified of such breach, the Servicer will purchase each Receivable materially and adversely affected by such breach as of such last day (or, at the Servicer's option, the end of the first full Collection Period after the Responsible Person obtained actual knowledge or was notified of such breach).

(ii) Upon the occurrence of any of the conditions requiring purchase of a Receivable set forth in Section 3.1(b), the Servicer will repurchase the Receivable affected by such occurrence as of the last day of the Collection Period in which such modification is made.

(iii) The Servicer may purchase any Receivable if the Servicer determines, in its sole discretion, that, as a result of a computer systems error or computer systems limitation or for any other reason, the Servicer is unable to service such Receivable in accordance with the Credit and Collection Policy and the terms of this Agreement.

(iv) The purchase price for each Receivable purchased by the Servicer pursuant to this Section 3.2(a) will be the Purchase Amount for such Receivable as of such last day. The Servicer will deposit such Purchase Amount into the Collection Account on the Business Day preceding the Payment Date (or, with Rating Agency Confirmation, on the Payment Date) related to the Collection Period during which such purchase occurs.

(b) The sole remedy (except as provided in Section 6.3) of the Issuer, the Indenture Trustee, the Owner Trustee and the Secured Parties with respect to a breach of the covenants made by the Servicer in Section 3.1(c) or (d) or the occurrence of a condition specified in Section 3.1(b) is to require the Servicer to purchase the Receivable as set forth in 3.2(a). None

of the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to Section 3.2(a).

(c) Upon Servicer's payment of the Purchase Amount, the Issuer will be deemed to have sold and assigned all of the Issuer's right, title and interest in and to any Receivable purchased by the Servicer pursuant to Section 3.2(a), and all security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer may mark its computer records indicating that any receivable purchased pursuant to Section 3.2(a) is no longer a Receivable, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the Purchased Receivable free from any Lien of the Issuer or the Indenture Trustee.

Section 3.3 Sales of Charged off Receivables. The Servicer, in its sole discretion, may sell a Receivable that has been charged off in accordance with the Credit and Collection Policy. Proceeds of any such sale allocable to the Receivable will constitute Recoveries. The sole right of the Issuer and the Indenture Trustee with respect to any Receivables sold pursuant to this Section 3.3 will be to receive the Recoveries. Upon such sale, the Servicer may mark its computer records indicating that any such receivable sold is no longer a Receivable, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the sale of the receivable free from any Lien of the Issuer or the Indenture Trustee.

Section 3.4 Duties of the Servicer with Respect to the Servicing of the Transaction; Annual Reports and Notices.

(a) Monthly Investor Report. On or about the 10th day of each calendar month, the Servicer will deliver to the Owner Trustee, the Note Paying Agent, the Indenture Trustee, the Swap Counterparty, the Depositor and the Rating Agencies, a servicing report substantially in the form of Exhibit A (the "Monthly Investor Report") with respect to the preceding Collection Period and the related Payment Date. A Responsible Person of the Servicer will certify the accuracy of the information in each Monthly Investor Report.

(b) Annual Statement as to Compliance. To the extent required by Regulation AB, the Servicer will deliver to the Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year, an Officer's Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Servicer to the effect that (i) a review of the Servicer's activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Agreement has been made under such Responsible Person's supervision and (ii) to such Responsible Person's knowledge, based on such review, the Servicer has fulfilled in all material respects all of its obligations under this Agreement throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure. If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer's

Certificate of the Servicer as to compliance, such Officer's Certificate may be delivered on or before April 30 of each calendar year. A copy of the Officer's Certificate referred to in this Section 3.4(b) may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office.

(c) Notice of Event of Servicing Termination. The Servicer will notify the Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency of any event that with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under Section 7.1, no later than 5 Business Days after a Responsible Person of the Servicer obtains actual knowledge of such event.

(d) Compliance with Obligations under Sarbanes-Oxley Act. If directed by the Administrator, the Servicer will prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Sarbanes-Oxley Act of 2002.

(e) Report on Assessment of Compliance with Servicing Criteria and Attestation. The Servicer will:

(i) deliver to the Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency, a report, dated as of December 31 of the preceding calendar year, on its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act.

(ii) cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, Owner Trustee and the Indenture Trustee an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with servicing criteria with respect to the prior calendar year. Such attestation report will be addressed to the board of directors of the Servicer and to the Issuer, the Owner Trustee, the Depositor and the Indenture Trustee. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The firm may render other services to the Servicer, the Depositor or Ford Credit, but the firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

(iii) The reports referred to in this Section 3.4(e) will be delivered within 90 days after the end of each calendar year unless the Issuer is not required to file periodic reports under the Exchange Act or any other law, in which case the reports may be delivered on or before April 30 of each calendar year, beginning April 30, 2007. A copy of the reports referred to in this Section

3.4(e) may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office.

(f) Delivery of Tax Related Information. To the extent required by law, the Servicer will deliver to the Owner Trustee for distribution to the holder of the Residual Interest information for the preparation of the holder of the Residual Interest's federal and State income tax returns.

(g) Termination of Reporting Obligation. The Servicer's obligation to deliver or cause the delivery of reports under this Section 3.4, other than tax reports under 3.4(f) will terminate upon the payment in full of the Notes, including by redemption in whole as contemplated by Section 8.1.

Section 3.5 Servicer's Fees. On each Payment Date, the Issuer will pay the Servicing Fee to the Servicer in accordance with Section 8.2 of the Indenture. In addition, the Servicer will be entitled to retain from Collections all Supplemental Servicing Fees and receive investment earnings (net of investment losses and expenses) on funds deposited into the Bank Accounts during each Collection Period.

Section 3.6 Servicer's Expenses. Except as otherwise set forth in this Agreement, the Servicer will pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports. The Servicer may charge Obligors, and be reimbursed, for collection, repossession, transportation and remarketing expenses in accordance with the Credit and Collection Policy.

ARTICLE IV

TRUST ACCOUNTS; DISTRIBUTIONS;

STATEMENTS TO NOTEHOLDERS AND THE DEPOSITOR

Section 4.1 Accounts.

(a) Collection Account. The Servicer will, before the Closing Date, establish and maintain a segregated trust account in the name "The Bank of New York as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2006-A" at a Qualified Institution or Qualified Trust Institution (initially the corporate trust department of The Bank of New York), that is designated as the "Collection Account". The Collection Account will initially be account number 879412. The Collection Account will be under the sole dominion and control of the Indenture Trustee, except that the Servicer may make deposits to and direct the Indenture Trustee to make withdrawals from the Collection Account in accordance with this Agreement. The Servicer may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Indenture Trustee or the Servicer, as applicable, amounts that do not constitute Available Funds for any Collection Period or that were deposited into the Collection Account in error.

(b) Principal Payment Account. The Servicer will, before the Closing Date, establish and maintain a segregated subaccount within the Collection Account or a separate trust account that is designated as the "Principal Payment Account". The Principal Payment Account

will initially be subaccount or account number 879414. The Principal Payment Account is established and maintained solely for administrative purposes.

(i) The Depositor or the Servicer acting on behalf of the Depositor will, before the Closing Date, establish and maintain a segregated trust account in the name "The Bank of New York as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2006-A" at a Qualified Institution or Qualified Trust Institution (initially the corporate trust department of The Bank of New York), that is designated as the "Reserve Account". The Reserve Account will initially be account number 879413. On the Closing Date, the Depositor will deposit or cause to be deposited the Specified Reserve Balance into the Reserve Account from the net proceeds of the sale of the Notes. The Reserve Account will be under the sole dominion and control of the Indenture Trustee, except that the Servicer may make deposits to and direct the Indenture Trustee to make withdrawals from the Reserve Account in accordance with this Agreement.

(ii) The Indenture Trustee will transfer all funds on deposit in the Reserve Account to the Depositor, or if the Depositor has notified the Indenture Trustee of the establishment of the Trust Distribution Account, to the Trust Distribution Account, on the earlier of: (i) the first Payment Date on or after which the Servicer has deposited into the Collection Account the amount specified in Section 8.1(a) in connection with its exercising its option to acquire the Trust Property pursuant to Section 8.1 and (ii) the date on which the Note Balance of the Notes and of all other amounts owing or to be distributed to the Secured Parties under the Indenture and this Agreement are paid in full.

(d) Benefit of Accounts; Deposits and Withdrawals. The Collection Account and the Reserve Account and all amounts, securities, investments, financial assets and other property deposited in or credited to them will be held by the Indenture Trustee as secured party for the benefit of the Secured Parties and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Collection Account, Principal Payment Account and the Reserve Account will be made in accordance with the Basic Documents.

(e) Maintenance of Accounts. If an institution maintaining one of the Bank Accounts ceases to be a Qualified Institution or Qualified Trust Institution, the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, will, with the Indenture Trustee's or Owner Trustee's assistance as necessary, within 30 calendar days, move such Bank Account to a Qualified Institution or Qualified Trust Institution.

(f) Compliance. Each Bank Account will be established and maintained pursuant to the Control Agreement. The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Control Agreement establishing each Bank Account requires the Qualified Institution or

Qualified Trust Institution maintaining each such account to comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer for so long as the Notes are Outstanding and to act as a securities intermediary in accordance with the UCC.

(g) Trust Distribution Account. The Depositor may establish and maintain a segregated trust account in the name "U.S. Bank Trust National Association as Owner Trustee," that is designated as the "Trust Distribution Account" and will promptly notify the Owner Trustee and the Indenture Trustee after the establishment of the Trust Distribution Account. The Trust Distribution Account will be under the sole dominion and control of the Owner Trustee, except that the Indenture Trustee may make deposits to the Trust Distribution Account in accordance with the Basic Documents. All deposits to and withdrawals from the Trust Distribution Account will be made in accordance with the Indenture and the Trust Agreement.

Section 4.2 Investment of Funds on Deposit in the Bank Accounts.

(a) For so long as no Default or Event of Default has occurred and is continuing, Collections on deposit in the Collection Account (but not amounts in the Principal Payment Account) and funds on deposit in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified Institution or Qualified Trust Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case without requiring any action by the Indenture Trustee. The Servicer and the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments.

(b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds on deposit in a Bank Account to the Qualified Institution or Qualified Trust Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution or Qualified Trust Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution or Qualified Trust Institution maintaining such Bank Account, the Qualified Institution or Qualified Trust Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds on deposit in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments.

(c) Permitted Investments of Collections on deposit in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the Payment Date on which such Collections are required to be distributed under the Indenture. Permitted Investments of funds on deposit in the Reserve Account will mature no later than the Business Day preceding the first Payment Date following the date of investment, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if Rating Agency Confirmation has been obtained with respect to the

investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to Section 3.5.

(d) None of the Depositor, the Servicer or the Qualified Institution or Qualified Trust Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred thereon (other than in the capacity as obligor thereon, if applicable).

(e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution or Qualified Trust Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person.

(f) With respect to funds on deposit in the Bank Accounts:

(i) any such funds or property in such accounts that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the applicable account in accordance with such institution's customary procedures such that the institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect to such funds or property; and

(ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account.

(g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution or Qualified Trust Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.

Section 4.3 Remittances.

(a) If Ford Credit's short term unsecured debt is rated at least "P-1" by Moody's, "A-1" by Standard & Poor's and "F1" by Fitch (this rating requirement, the "Monthly Remittance

Required Ratings"), Ford Credit may remit Collections on the Business Day preceding each Payment Date or, with Rating Agency Confirmation, on each Payment Date.

(b) If Ford Credit’s short term unsecured debt is not rated at least equal to the Monthly Remittance Required Ratings:

(i) on the Closing Date, the Servicer will remit Collections to the Collection Account that are received and applied to the Obligors' accounts during the period from the Cutoff Date to two Business Days preceding the Closing Date and

(ii) on and after the Closing Date, Ford Credit will remit Collections to the Collection Account within two Business Days after the receipt and application of such Collections to the Obligors' accounts in accordance with the Credit and Collection Policy. For this purpose, Collections does not include Recoveries and amounts that constitute the Supplemental Servicing Fee. Ford Credit will remit Recoveries to the Collection Account no later than the Business Day preceding each Payment Date or, with Rating Agency Confirmation, each Payment Date.

(c) Ford Credit will remit Purchase Amounts on the Business Day preceding each Payment Date or, with Rating Agency Confirmation, on each Payment Date.

(d) Ford Credit may retain amounts constituting the Supplemental Servicing Fee from Collections and make the remittances pursuant to this Section 4.3 net of Servicing Fees to be paid to Ford Credit. Nonetheless, the Servicer will account for all of the above described remittances and distributions in the Monthly Investor Report as if the amounts were deposited and/or transferred separately.

(e) If Ford Credit (or a successor of Ford Credit pursuant to Section 6.4) is not the Servicer or an Event of Servicing Termination occurs, the Servicer will be required to remit Collections to the Collection Account within 2 Business Days after receipt.

(f) Pending deposit into the Collection Account, amounts collected by the Servicer may be used by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds.

Section 4.4 Calculations and Distributions; Withdrawals from the Reserve Account.

(a) On or before each Determination Date, the Servicer will calculate the Reserve Account Draw Amount for the following Payment Date and will instruct the Indenture Trustee to withdraw from the Reserve Account and deposit the Reserve Account Draw Amount into the Collection Account on such Payment Date.

(b) On or before each Determination Date, the Servicer will instruct the Indenture Trustee (based on the most recent Monthly Investor Report) to make the withdrawals, deposits, distributions and payments required to be made on the following Payment Date pursuant to Section 8.2 of the Indenture.

ARTICLE V

THE DEPOSITOR

Section 5.1 Representations and Warranties of the Depositor. The Depositor represents and warrants to the Issuer as of the date of this Agreement and as of the Closing Date, on which the Issuer is relying in acquiring the Trust Property and which will survive the sale of the Trust Property to the Issuer and the pledge of the Trust Property by the Issuer to the Indenture Trustee pursuant to the Indenture:

(a) Organization and Qualification. The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to 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 each of the Basic Documents to which it is a party and to acquire, own and sell the Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action. The Depositor has authorized the execution, delivery and performance of the terms of each of the Basic Documents to which it is a party. Each of the Basic Documents to which the Depositor is a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles.

(c) Valid Sale. This Agreement evidences a valid sale of the Trust Property from the Depositor to the Issuer, enforceable against creditors of and purchasers from the Depositor.

(d) 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 breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Agreement), (iii) violate the Certificate of Formation or Limited Liability Company Agreement, or (iv) violate any law or, to the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Depositor's ability to perform its obligations under the Basic Documents.

(e) 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) relating to Ford Credit or the Depositor 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 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.

(f) Valid Security Interest. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Property in favor of the Issuer that is prior to all other Liens other than Permitted Liens and is enforceable as such against all other creditors of and purchasers from the Depositor.

Section 5.2 Liability of the Depositor. The Depositor will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.

(a) The Depositor will not be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement or for errors in judgment. All such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Depositor and the issuance of the Notes. Notwithstanding the preceding two sentences, this Section 5.2 will not protect the Depositor against any liability that would otherwise be imposed by reason of Depositor’s, willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(b) The Depositor will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Property.

(c) The Depositor and any officer, director, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising under this Agreement.

(d) The Depositor will be under no obligation to appear in, prosecute or defend any legal action that is unrelated to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 5.3 Merger or Consolidation of, or Assumption of the Obligations of, the Depositor. Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any merger or consolidation to which the Depositor is a party or (c) succeeding to the business of the Depositor, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of such Person is owned, directly or indirectly, by Ford Motor Company, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 5.3. Within 15 Business Days after any such merger, consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 5.3, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Swap Counterparty and to the Rating Agencies.

Section 5.4 Depositor May Own Notes. The Depositor and any Affiliate of the Depositor, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights as it would have if it were not the Depositor or an Affiliate of the Depositor except as otherwise provided in any Basic Document. Notes owned by or pledged to the Depositor or any Affiliate of the Depositor will have an equal and proportionate benefit under the Basic Document, without preference, priority or distinction, except as otherwise provided in any Basic Document.

Section 5.5 Depositor's Designation of the Rating Agencies. The Depositor designates Fitch, Moody's and Standard & Poor's as the Rating Agencies rating the Notes.

ARTICLE VI

THE SERVICER

Section 6.1 Representations and Warranties of the Servicer. The Servicer represents and warrants to the Issuer as of the date of this Agreement, on which the Issuer is relying in acquiring the Trust Property and which will survive the sale of the Trust Property to the Issuer and the pledge of the Trust Property by the Issuer to the Indenture Trustee pursuant to the Indenture:

(a) Organization and Qualification. The Servicer is duly incorporated and validly existing as a corporation in good standing under the laws of the State of Delaware. The Servicer is qualified as a foreign corporation 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 Servicer'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 Servicer has the power and authority to execute deliver and perform the terms of each of the Basic Documents to which it is a party and to acquire, own, hold, service and sell the Receivables and to hold the Receivables Files as custodian on behalf of the Issuer and the Indenture Trustee. The Servicer 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 Servicer is a party is the legal, valid and binding obligation of the Servicer enforceable against the Servicer, 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 Servicer is a party and the fulfillment of the terms of the Basic Documents to which the Servicer is a party will not (i) conflict with or result in a breach of the terms or provision of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Servicer is a debtor or guarantor (other than this Agreement), (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Servicer pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement, (iii) violate the Certificate of Incorporation or the Bylaws of the Servicer, or (iv) violate any law or, to the Servicer's knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer 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 Servicer's ability to perform its obligations under the Basic Documents.

(d) No Proceedings. To the Servicer'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 Servicer 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 Servicer's ability to perform its obligations under, or the validity or enforceability of, any of the Basic Documents or the Notes, or (iv) relating to the Servicer 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 Servicer's knowledge, would not reasonably be expected to have a material adverse effect upon the Servicer and its subsidiaries considered as a whole or materially and adversely affect the performance by the Servicer of its obligations under, or the validity and enforceability of, any of the Basic Documents or the Notes.

Section 6.2 Liability of the Servicer.

(a) The Servicer will be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and to the Depositor only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Servicer. This Section 6.2 will not protect the Servicer against any liability that would otherwise be imposed by reason of the Servicer's willful misconduct, bad faith or negligence in the performance of its duties under this Agreement. The Servicer and any subservicer may rely in good faith on any document of any kind that appears on its face to be properly executed and submitted by any Person with respect to any matters arising under this Agreement.

(b) The obligations of the Servicer under this Agreement are solely corporate obligations of the Servicer, and no recourse may be taken, directly or indirectly, with respect to the obligations of the Servicer against any owner, beneficiary, agent, officer, director, or employee of the Servicer in their individual capacities except for any liability that would otherwise be imposed by reason of such Person's willful misconduct, bad faith or negligence in the performance of its duties.

(c) The Servicer will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability. The Servicer may in its sole discretion (but will not be required to) undertake any legal action that it may deem necessary or desirable to protect the interests of the Noteholders or the Depositor under the Basic Documents. In such event, the legal expenses, costs and liabilities of such action and any liability resulting from such action will be expenses, costs and liabilities of the Servicer.

(d) The Servicer will not be in default under this Agreement if it is unable to perform any of its obligations as a result of an act of God, act of war, terrorism, fires, earthquake or other natural disaster. The Servicer will make commercially reasonable efforts to resume the performance of its obligations under this Agreement as soon as reasonably practicable after any such event.

Section 6.3

Indemnities of the Servicer.

(a) The Servicer will indemnify, defend and hold harmless the Issuer, the Owner Trustee and the Indenture Trustee, and their respective officers, directors, employees and agents from and against any and all costs, losses, claims and liabilities arising out of, or imposed upon any such Person through the Servicer's willful misconduct, bad faith or negligence (except for errors in judgment) in the performance of its duties under any Basic Document to which it is a party.

(b) Promptly upon receipt by the Issuer, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents (each, for purposes of this Section 6.3(b), an "Indemnified Person") of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of Proceeding will be made against the Servicer under this Section 6.3, notify the Servicer of the

commencement of such Proceeding. The Servicer may participate in and assume the defense and settlement of any such Proceeding at the Servicer's expense. No settlement of such Proceeding may be made without the approval of the Servicer and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. The Servicer's indemnification obligation will include the reasonable fees and expenses of counsel and the expenses of litigation. After notice from the Servicer to such Indemnified Person of the Servicer's intention to assume the defense of such Proceeding with counsel reasonably satisfactory to such Indemnified Person, and so long as the Servicer so assumes the defense of such Proceeding in a manner reasonably satisfactory to such Indemnified Person, the Servicer will not be liable for any legal expenses of counsel to such Indemnified Person unless there is a conflict between the interests of the Servicer and such Indemnified Person, in which case the Servicer will pay for the separate counsel to such Indemnified Person.

(c) For purposes of this Section 6.3, if the Servicer is terminated pursuant to Section 7.1 or if the Servicer resigns pursuant to Section 6.6, such Servicer will be deemed to continue to be the Servicer until a Successor Servicer (other than the Indenture Trustee) has assumed the obligations of the Servicer in accordance with Section 7.2.

(d) The Servicer's obligations under this Section 6.3 with respect to the period such Person was (or was deemed to be) the Servicer will survive the termination of or resignation by such Person as Servicer, the termination of this Agreement and the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of the Issuer. If the Servicer makes any indemnity payments pursuant to this Section 6.3 and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person will promptly repay such amounts to the Servicer, without interest.

Section 6.4 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate. Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 6.4. Within 15 Business Days after any such merger, consolidation, succession or assignment, such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, consolidation, succession or assignment and such agreement of assumption comply with this Section 6.4, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation, succession or assignment to the Rating Agencies.

Section 6.5 Delegation of Duties. So long as Ford Credit acts as Servicer or Custodian, the Servicer or Custodian may without notice or consent delegate any or all of its duties under this Agreement to Ford Motor Company or any company or other business entity of

which Ford Motor Company owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity. The Servicer or Custodian may perform any of its duties through subcontractors. No such delegation or subcontracting will relieve the Servicer or Custodian of its responsibilities with respect to such duties and the Servicer will remain primarily responsible with respect to such duties. The Servicer or Custodian will be responsible for the fees of any such subcontractors.

Section 6.6 Ford Credit Not to Resign as Servicer. Neither Ford Credit nor any successor Servicer will resign as Servicer under this Agreement except upon determining that the performance of its duties under this Agreement is no longer permissible under law. Notice of any determination permitting the resignation of Ford Credit as Servicer or a successor Servicer will be delivered to the Owner Trustee and the Indenture Trustee as soon as practicable (and, if not given in writing, will be confirmed in writing as soon as practicable). Any determination permitting the resignation of Ford Credit as Servicer or a successor Servicer will be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee with or promptly following delivery of such notice.

Section 6.7 Servicer May Own Notes. The Servicer and any Affiliate of the Servicer, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights as it would have if it were not the Servicer or an Affiliate of the Servicer, except as otherwise provided in any Basic Document. Notes owned by or pledged to the Servicer or any Affiliate of the Servicer will have an equal and proportionate benefit under the Basic Document, without preference, priority or distinction, except as otherwise provided in any Basic Document.

ARTICLE VII

SERVICING TERMINATION

Section 7.1 Events of Servicing Termination.

(a) The occurrence and continuation of any of the following events will be an "Event of Servicing Termination":

(i) Any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be delivered under this Agreement that continues unremedied for a period of 5 Business Days after the earlier of the date on which (x) notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or (y) a Responsible Person of the Servicer learns of such failure, unless:

(1) (A) such failure is caused by an event outside the control of the Servicer that the Servicer could not have avoided through the exercise of due care, (B) such failure does not continue for more than 10 Business Days after the earlier of the date on which notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer learns of such failure, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides the Owner Trustee, the

Indenture Trustee, the Depositor and the Noteholders with prompt notice of such failure that includes a description of the Servicer's efforts to remedy such failure, or

(2) (A) such failure would not reasonably be expected to, or upon investigation and quantification does not, result in the failure in paying or depositing an amount greater than 0.05% of the sum of the Note Balances of all Notes and (B) such failure is remedied (i) if the Servicer's long-term debt is rated investment grade by all Rating Agencies rating the Notes, not later than 90 days after a Responsible Person of the Servicer learns of such failure or (ii) if the Servicer's long-term debt is not so rated, then not later than 90 days after such failure,

(ii) Any failure by the Servicer to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 90 days after the Servicer receives notice of such failure from the Owner Trustee, the Indenture Trustee or the Noteholders of at least 25% of the Note Balance of the Controlling Class, or

(iii) The occurrence of an Insolvency Event with respect to the Servicer.

(b) If an Event of Servicing Termination occurs, the Indenture Trustee will promptly notify each Rating Agency. So long as such Event of Servicing Termination has not been remedied, either the Indenture Trustee or the Noteholders of at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest), by notice to the Servicer and the Rating Agencies (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations (other than the obligations set forth in Section 6.3 and the rights set forth in Section 6.2) of the Servicer under this Agreement. Upon the receipt by the Servicer of such notice (or such later date as may be specified in such notice of termination), all authority and power of the Servicer under this Agreement will pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.2. In such event, the Indenture Trustee and the Owner Trustee are authorized to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the termination of the predecessor Servicer and to complete the transfer of the Receivables Files and related documents to the Indenture Trustee or the successor Servicer or the successor Custodian.

(c) Upon termination of the Servicer under this Section 7.1, the predecessor Servicer will cooperate with the Indenture Trustee, the Owner Trustee and the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, as soon as practicable, the transfer to the Indenture Trustee or such Successor Servicer of all cash amounts that are held by the predecessor Servicer for deposit, or thereafter received with respect to a Receivable and the delivery of the Receivables Files and the related accounts and records maintained by the Servicer. In no event, however, will the

Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other applications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement. All reasonable costs and expenses (including attorneys' fees) incurred by the Indenture Trustee, the Owner Trustee and the Successor Servicer associated with (i) the transition of servicing duties to the Successor Servicer, and (ii) amending this Agreement to reflect a succession of the Servicer pursuant to this Section 7.1 will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Section 7.2 Appointment of Successor Servicer.

(a) If the Servicer is terminated pursuant to Section 7.1, it will continue to perform its functions as Servicer under this Agreement until the date specified in the notice of termination. If the Servicer resigns pursuant to Section 6.6, it will continue to perform its functions as Servicer under this Agreement until (i) if the resigning Servicer is Ford Credit, the earlier to occur of (A) the Indenture Trustee or a Successor Servicer assuming the responsibilities and obligations of Ford Credit as Servicer in accordance with this Section 7.2 and as the Administrator in accordance with Section 5.2 of the Administration Agreement or (B) the date upon which any regulatory authority requires such resignation and (ii) if the resigning Servicer is not Ford Credit, the earlier to occur of (A) the date 45 days from the delivery to the Indenture Trustee and the Owner Trustee of the notice of such resignation in accordance with Section 6.6 or (B) the date upon which the Servicer is legally unable to act as Servicer as specified in the notice of resignation and accompanying Opinion of Counsel.

(b) If the Servicer resigns or is terminated under this Agreement, the Indenture Trustee will (i) provide notice of such termination or resignation to the Issuer and (ii) as promptly as possible, appoint an institution having a net worth of not less than $50,000,000 whose business includes the servicing of motor vehicle receivables, as the successor to the Servicer under this Agreement. Such successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.2(d)) by (x) entering into a servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the Owner Trustee and the Indenture Trustee and (y) delivering a copy of such servicing agreement to the Indenture Trustee and the Issuer (such a successor, a "Successor Servicer"). Promptly following a Successor Servicer's acceptance of its appointment, the Indenture Trustee will notify the Issuer of such appointment, specifying in such notice the name and address of the Successor Servicer.

(c) If no Person has accepted its appointment as Successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with this Section 7.2, the Indenture Trustee, without further action, will be automatically appointed the Successor Servicer. However, if the Indenture Trustee is unwilling or legally unable to act as Successor Servicer, it will appoint, or petition a court of competent jurisdiction to appoint, an institution having a net worth of not less than $50,000,000 whose business includes the servicing of motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the date that a new servicer enters into a servicing agreement with the

Issuer and delivers a copy of such servicing agreement to the Indenture Trustee and the Issuer as provided in Section 7.2(b).

(d) Upon acceptance of its appointment as Successor Servicer, the Successor Servicer will (i) be the successor in all respects to the predecessor Servicer and will be subject to all of the responsibilities, duties, and liabilities following such Successor Servicer's appointment placed on the predecessor Servicer relating to such predecessor Servicer's performance of its duties as Servicer and (ii) become the Administrator under the Administration Agreement in accordance with Section 5.2 of the Administration Agreement.

(e) In connection with any appointment of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer may agree, provided that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession.

(f) If the Indenture Trustee succeeds to the Servicer's duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer pursuant to Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates, provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of such Affiliate in its capacity as Servicer.

Section 7.3 Notification to Secured Parties and the Holder of the Residual Interest. Upon any termination of the Servicer, or appointment of a Successor Servicer pursuant to this Article VII, the Indenture Trustee will promptly notify the Secured Parties and each Rating Agency, and the Owner Trustee will promptly notify the holder of the Residual Interest.

Section 7.4 Waiver of Events of Servicing Termination. The Noteholders of at least a majority of the Note Balance of the Controlling Class or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest, may waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from any of the Bank Accounts in accordance with this Agreement that resulted in an Event of Default in the payment of principal or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) under the Indenture. Upon any such waiver of an Event of Servicing Termination, such Event of Servicing Termination will cease to exist and will be deemed to have been remedied for every purpose under this Agreement. No such waiver will extend to any subsequent or other event or impair any right resulting from such waiver. The Issuer will notify the Rating Agencies of any such waiver.

ARTICLE VIII

TERMINATION

Section 8.1 Clean-Up Call.

(a) If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least 10 days before the Payment Date related to such Collection Period and (ii) depositing into the Collection Account an amount equal to the aggregate Principal Balance of the Receivables as of the last day of the preceding Collection Period plus 30 days of interest at a rate equal to the weighted average APR of the Receivables as of the last day of the preceding Collection Period, in immediately available funds on the Business Day preceding the Payment Date (or, with Rating Agency Confirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the Interest Rate Swap has been terminated and all amounts due paid on and the amount specified above is greater than or equal to the sum of the Note Balance of the Notes Outstanding and all accrued but unpaid interest thereon. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture.

(b) Upon Servicer's payment of the amount specified in Section 8.1(a), the Issuer will be deemed to have sold and assigned all of the Issuer's right, title and interest in and to any Receivable purchased by the Servicer pursuant to Section 8.1(a), and all security and documents relating to such Receivable. Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer may mark its computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1 Amendment.

(a) Subject to Section 9.1(f), this Agreement may be amended by the Depositor, the Servicer and the Issuer, with prior notice to the Rating Agencies (and the consent of the

Indenture Trustee and the Owner Trustee to the extent that their respective rights or obligations will be materially and adversely affected, which consent may not be unreasonably withheld, delayed or conditioned), but without the consent of any of the Noteholders subject to the following conditions:

(i) the Depositor, the Servicer or the Issuer delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not materially and adversely affect the interest of any Noteholder, and

(ii) the Depositor, the Servicer or the Issuer 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.

(b) Subject to Section 9.1(f), this Agreement also may be amended by the Depositor, the Servicer and the Issuer, with prior notice to the Rating Agencies and with the consent of (i) the Indenture Trustee, to the extent that its rights or obligations will be materially and adversely affected by such amendment (which consent may not be unreasonably withheld, delayed or conditioned), (ii) the Owner Trustee, to the extent that its rights and obligations will be materially and adversely affected by such amendment (which consent may not be unreasonably withheld, delayed or conditioned) and (iii) the Noteholders of at least a majority of the Note Balance of each Class of the Notes Outstanding (with each Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(c) Notwithstanding anything else stated in Section 9.1(a) or (b), no such amendment: (i) may (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, Collections or distributions that are required to be made 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 without the consent of all affected Noteholders or (ii) may change the Specified Reserve Balance without receipt of Rating Agency Confirmation and the consent of all affected Noteholders.

(d) Promptly upon the execution of any amendment in accordance with this Section 9.1, the Owner Trustee will send a copy of such amendment to the Indenture Trustee and each Rating Agency, and the Indenture Trustee will notify each Noteholder of the substance of such amendment.

(e) If the consent of the Owner Trustee, the Indenture Trustee or the Noteholders is required, they do not need to approve the particular form of any proposed amendment so long as their consent approves the substance of the proposed amendment.

(f) Before executing any amendment to this Agreement, the Owner Trustee and the Indenture Trustee will be entitled to request, receive and rely upon an Opinion of Counsel

delivered by the Depositor stating that the execution of such amendment is authorized or permitted by this Agreement.

Section 9.2 Protection of Right, Title and Interest to the Trust Property.

(a) The Depositor will file financing statements and continuation statements, in the manner and place required by law to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee for the benefit of the Secured Parties in the Trust Property. The Depositor will deliver to the Issuer and the Indenture Trustee file-stamped copies of, or filing receipts for, any financing statement and continuation statement promptly upon such document becoming available following filing. The Depositor authorizes the Issuer and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Issuer or the Indenture may determine are necessary or advisable to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee in the Trust Property. Such financing and continuation statements may describe the Trust Property in any manner as the Issuer or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Issuer and the Indenture Trustee in the Trust Property. The Issuer or the Indenture Trustee, as applicable, will deliver to the Depositor file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing.

(b) The (i) Depositor, the Issuer and the Indenture Trustee, if required or reasonably requested by the other or by the Owner Trustee or the Indenture Trustee and (ii) Owner Trustee, if required or reasonably requested by the Indenture Trustee, agree to do and perform any and all acts and to execute any and all further instruments to more fully effect the purposes of this Agreement.

(c) Each of the Depositor and the Servicer will give the Owner Trustee and the Indenture Trustee at least 60 days' prior notice of any change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 of the UCC could require the filing of a new financing statement or an amendment to a previously filed financing or continuation statement and will promptly file any such new financing statement or amendment. Each of the Depositor and the Servicer will maintain its chief executive office, and the Servicer will maintain each office from which it will service the Receivables, within the United States and will maintain its jurisdiction of organization in only one State.

(d) Neither the Depositor nor the Servicer will change its name in any manner that could make any financing statement or continuation statement filed by the Depositor, the Issuer or the Indenture Trustee in accordance with Section 9.2(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Owner Trustee and the Indenture Trustee at least 5 days' prior notice thereof and promptly files appropriate amendments to all previously filed financing statements.

(e) On and after the Closing Date until a Receivable has been paid in full or repurchased, the Servicer will maintain its computer systems to indicate clearly that such

Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture.

(f) At any time the Owner Trustee or the Indenture Trustee has reasonable grounds to believe that a list of all Receivables (by contract number) then included in the Trust Property is necessary in connection with the performance of its duties under any Basic Agreement, the Owner Trustee or the Indenture Trustee may request such a list from the Depositor and the Depositor will furnish such list to the Owner Trustee and the Indenture Trustee within 30 Business Days of the request.

(g) The Depositor will, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act, within the time periods specified in such sections.

Section 9.3 Notices.

(a) All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(i) upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, 3 days after deposit in the mail,

(ii) in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient,

(iii) in the case of an email, when receipt is confirmed by telephone or reply email from the recipient, and

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to this Agreement or at such other address as any party may designate by notice to the other parties.

(b) 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 9.4 Assignment by the Depositor or the Servicer. Except as provided in Sections 6.4, 6.6 and 7.2, this Agreement may not be assigned by the Depositor or the Servicer without the prior consent of the Owner Trustee, the Indenture Trustee, the holder of the Residual Interest and the Noteholders of at least 66 2/3% of the Note Balance of the Notes Outstanding.

Section 9.5 Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties to this Agreement. The Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Depositor and the Servicer. Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 9.6 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 9.7 Submission to Jurisdiction. The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 9.8 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 9.9 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.

Section 9.10 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 9.11 Headings. The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 9.12 No Waiver; Cumulative Remedies. No failure or delay of the Owner Trustee, the Indenture Trustee or the Noteholders in exercising any power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any power, right or remedy precludes any other or further exercise of such power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies provided in this Agreement are in addition to any powers, rights and remedies provided by law.

Section 9.13 Agent for Service.

(a) The agent for service of the Depositor in respect of this Agreement will be the person holding the office of Corporate Secretary of the Depositor, at the following address:

	Ford Credit Auto Receivables Two LLC
	c/o Ford Motor Credit Company
	World Headquarters
	One American Road, Suite 801-C1
	Dearborn, Michigan 48126.
	Attention: Securitization Operations Supervisor
	Telephone: (313) 594-3495
	Fax: (313) 390-4133

(b) The agent for service of the Servicer in respect of this Agreement will be the person holding the office of Corporate Secretary of the Servicer, at the following address:

	Ford Motor Credit Company
	One American Road
	Suite 2411, Office 212-016
	Dearborn, Michigan 48126.
	Attention: Corporate Secretary
	Telephone: (313) 322-1200
	Fax: (313) 248-7613

Section 9.14 No Petition. The Owner Trustee, the Indenture Trustee, the Issuer and the Servicer each covenants and agrees that, before the date that is 1 year and 1 day after the payment in full of all securities issued by the Depositor or by a trust for which the Depositor was the depositor, it will not institute against, or join any other Person in instituting against, the Depositor 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 or any of the Basic Documents. This Section 9.14 will survive the resignation or removal of the Owner Trustee under the Trust Agreement or the Indenture Trustee under the Indenture and the termination of this Agreement.

Section 9.15 Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) Notwithstanding anything contained in this Agreement to the contrary, this Agreement has been countersigned by U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee of the Issuer and in no event will U.S. Bank Trust National Association in its individual capacity or, except as provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement. For all purposes of this Agreement, in the performance of its duties or obligations under this Agreement or in the performance of any duties or obligations of the Issuer under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, Articles V, VI and VII of the Trust Agreement.

(b) Notwithstanding anything contained in this Agreement to the contrary, this Agreement has been accepted by The Bank of New York, not in its individual capacity but solely as Indenture Trustee, and in no event will The Bank of New York have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement.

EXECUTED BY:



	FORD CREDIT AUTO RECEIVABLES TWO LLC,
	as Depositor



	By:	/s/ Susan J. Thomas
		Name: Susan J. Thomas
		Title: Secretary





	FORD CREDIT AUTO OWNER TRUST 2006-A,
	as Issuer

	By:	U.S. BANK TRUST
		NATIONAL ASSOCIATION,
		not in its individual capacity but solely as Owner Trustee
		of Ford Credit Auto Owner Trust 2006-A



	By:	/s/ Barbara A. Nastro
		Name: Barbara A. Nastro
		Title: Vice President





	FORD MOTOR CREDIT COMPANY,
	as Servicer



	By:	/s/ D. M. Brandi
		Name: D. M. Brandi
		Title: Assistant Treasurer

AGREED AND ACCEPTED BY:



THE BANK OF NEW YORK,
not in its individual capacity
but solely as Indenture Trustee


By:	/s/ John Bobko
	Name: John Bobko
	Title: Vice President


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


By:	/s/ Barbara A. Nastro
	Name: Barbara A. Nastro
	Title: Vice President


FORD MOTOR CREDIT COMPANY,
as Custodian


By:	/s/ D. M. Brandi
	Name: D. M. Brandi
	Title: Assistant Treasurer

SCHEDULE A

Schedule of Receivables

Delivered on CD-ROM to Indenture Trustee at Closing

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SCHEDULE B

Notice Addresses

1.	If to Ford Credit, in its individual capacity or as Servicer, Custodian, Administrator or Sponsor under the Purchase Agreement:

Ford Motor Credit Company

c/o Ford Motor Company

World Headquarters

One American Road, Suite 801-C1

Dearborn, Michigan 48126

Attention: Securitization Operations Supervisor

Telephone: (313) 594-3495

Fax: (313) 390-4133

With a copy to:

Ford Motor Credit Company

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 323-1200

Fax: (313) 248-7613

2.	If to the Depositor:

Ford Motor Credit Company

c/o Ford Motor Company

World Headquarters

One American Road, Suite 801-C1

Dearborn, Michigan 48126

Attention: Ford Credit SPE Management Office

Telephone: (313) 594-3495

Fax: (313) 390-4133

With a copy to:

Ford Motor Credit Company

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 323-1200

Fax: (313) 248-7613

SB-1

3.	If to the Issuer:

c/o the Owner Trustee at the Corporate Trust Office of the Owner Trustee

With copies to:

Ford Motor Credit Company

c/o Ford Motor Company

World Headquarters

One American Road, Suite 801-C1

Dearborn, Michigan 48126

Attention: Ford Credit SPE Management Office

Telephone: (313) 594-3495

Fax: (313) 390-4133

and

Ford Motor Credit Company

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 323-1200

Fax: (313) 248-7613

4.	If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee

5.	If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee;

6.	If to Moody's Investors Service, Inc.:

Moody's Investors Service, Inc.

ABS Monitoring Department

99 Church Street

New York, New York 10007

Telephone: (212) 553-0300

Fax: (212) 298-6834

SB-2

7.	If to Standard & Poor's:

Standard & Poor's

55 Water Street, 40th Floor

New York, New York 10041

Attention: Asset Backed Surveillance Department

Telephone: (212) 438-1000

Fax: (212) 438-2649

8.	If to Fitch, Inc.:

Fitch, Inc.

1 State Street Plaza

New York, New York 10004

Attention: Asset Backed Surveillance

Telephone: (212) 908-0500

Fax: (212) 514-9879

9.	If to the Swap Counterparty:

The Royal Bank of Scotland plc

c/o RBS Financial Markets,

Level 4,

135 Bishopsgate,

London, EC2M 3UR

Attention: Head of Legal, Financial Markets

Telephone: 44 207 085 5000

Fax: 44 207 085 8411

SB-3

APPENDIX A

USAGE AND DEFINITIONS

FORD CREDIT AUTO OWNER TRUST 2006-A

Usage

The following rules of construction and usage apply to this Appendix, any agreement that incorporates this Appendix and any document made or delivered pursuant to any such agreement:

(a) The term “documents” includes any and all documents, agreements, instruments, certificates, notices, reports, statements or other writings however evidenced, whether in electronic or physical form.

(b) Accounting terms not defined or not completely defined in this Appendix will be construed in conformity with U.S. generally accepted accounting principles as in effect on the date of the document that incorporates this Appendix.

(c) References to “Article,” “Section,” “Exhibit,” “Schedule” or another subdivision of or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule or subdivision of or an attachment to the document in which such reference appears.

(d) Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means such document as from time to time amended, modified, supplemented or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in such document.

(e) Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means such statute as from time to time amended, modified, supplemented or replaced, including by succession of comparable successor statutes, and includes any rules and regulations promulgated under such statute and any judicial and administrative interpretations of such statute.

(f) Calculation of any amount on or as of any date will be determined at or as of the close of business on such day after the application of any monies, payments and other transactions to be applied on such day, except that calculations as of the Cutoff Date will be determined as of the open of business on such day prior to the application of any monies, payments and other transactions to be applied on such day.

(g) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the word “to” means “to but excluding” and the word “through” means “to and including.”

AA-1

(h) All terms defined in this Appendix apply to the singular and plural forms of such terms and the term “including” means “including without limitation.”

(i) References to a Person are also to its permitted successors and assigns.

Definitions

“Accrued Note Interest” means, for a Class and a Payment Date, the sum of the Note Monthly Interest and the Note Interest Shortfall.

“Act of Noteholders” has the meaning specified in Section 11.3(a) of the Indenture.

“Adjusted Pool Balance” means, on the Closing Date, an amount equal to:

(a)

the Initial Pool Balance, minus

(b)

the Yield Supplement Overcollateralization Amount,

and means, on a Payment Date, an amount (not less than zero) equal to:

(a)

the Pool Balance as of the last day of the preceding Collection Period, minus

(b)

the Yield Supplement Overcollateralization Amount.

“Administration Agreement” means the Administration Agreement, dated as of the Cutoff Date, among the Administrator, the Issuer and the Indenture Trustee.

“Administrator” means Ford Credit, in its capacity as administrator under the Administration Agreement.

“Affiliate” means, for a specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Amount Financed” means, for a Receivable, the amount financed by the Obligor for the purchase of the Financed Vehicle, the purchase of extended warranty protection plans, physical damage, credit life and disability insurance policies and similar products, prior balances on trade-in vehicles and other related fees and charges.

“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges stated in the Receivable or in any federal Truth In Lending Act correction notice related to the Receivable.

AA-2

“Applicable Tax State” means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Michigan.

“Authenticating Agent” has the meaning specified in Section 2.12(a) of the Indenture.

“Available Collections” means, for a Payment Date, the sum of the following amounts for such Payment Date or the preceding Collection Period:

(a)

Collections, plus

(b)

Purchase Amounts received on Receivables that became Purchased Receivables during such Collection Period, plus

(c)

any amounts deposited by the Servicer to purchase the Trust Property on such Payment Date pursuant to Section 8.1 of the Sale and Servicing Agreement, minus

(d)

the Supplemental Servicing Fee.

“Available Funds” means, for a Payment Date, the sum of the following amounts for such Payment Date:

(a)

Available Collections,

(b)

the Reserve Account Draw Amount,

(c)

any Net Swap Receipts, and

(d)

any Swap Termination Payments paid by a Swap Counterparty to the Issuer and not paid by the Issuer to a replacement Swap Counterparty.

“Bank Accounts” means the Reserve Account, the Collection Account and the Principal Payment Account.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. 101 et seq.

“Basic Documents” means the Certificate of Formation, the Limited Liability Company Agreement, the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Interest Rate Swap, the DTC Letter and the Control Agreement.

“Book-Entry Note” means a beneficial interest in any of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, in each case issued in book-entry form as described in Section 2.10 of the Indenture.

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“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York or the State of Delaware are authorized or obligated by law, regulation or executive order to close.

“Calculation Agent” has the meaning specified in Section 3.19 of the Indenture.

“Certificate of Formation” means the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC.

“Certificate of Trust” means the Amended and Restated Certificate of Trust of Ford Credit Auto Owner Trust 2006-A.

“Class” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes or the Class D Notes, as applicable.

“Class A Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Class A-1 Notes” means the $540,000,000 Class A-1 4.7248% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A-1 to the Indenture.

“Class A-2 Notes” means the Class A-2a Notes and the Class A-2b Notes, collectively.

“Class A-2a Notes” means the $500,000,000 Class A-2a 5.04% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A-2 to the Indenture.

“Class A-2b Notes” means the $549,951,000 Class A-2b Floating Rate Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A-2 to the Indenture.

“Class A-3 Notes” means the $901,239,000 Class A-3 5.05% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A-3 to the Indenture.

“Class A-4 Notes” means the $316,809,000 Class A-4 5.07% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A-4 to the Indenture.

“Class B Notes” means the $88,674,000 Class B 5.29% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit B to the Indenture.

“Class C Notes” means the $59,116,000 Class C 5.48% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit C to the Indenture.

“Class D Note Transfer” has the meaning specified in Section 2.4(i) of the Indenture.

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“Class D Notes” means the $59,116,000 Class D 7.21% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit D to the Indenture.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Closing Date” means February 22, 2006.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means (a) the Trust Property, (b) the Issuer's rights under the Sale and Servicing Agreement, (c) the Issuer's rights under the Interest Rate Swap, (d) all present and future claims, demands, causes of action and choses in action in respect of the foregoing, and (e) all payments on or under and all proceeds of the foregoing, but excluding, the Trust Distribution Account (if established) and all funds deposited in the Trust Distribution Account, if any.

“Collection Account” means the account or accounts established and maintained pursuant to Section 4.1(a) of the Sale and Servicing Agreement.

“Collection Period” means each calendar month commencing with the Cutoff Date. For any Payment Date and Determination Date or for purposes of determining the Principal Balance, Pool Balance or Note Pool Factor, the related Collection Period means the Collection Period preceding (a) such Payment Date or Determination Date or (b) the month in which the Principal Balance, Pool Balance or Note Pool Factor is determined.

“Collections” means, for a Collection Period, all amounts received and applied by the Servicer on the Receivables during such Collection Period, including, without duplication:

(a)

payments received from Obligors, plus

(b)

payments received on behalf of Obligors, including amounts under physical damage, credit life and disability insurance policies, plus

(c)

partial prepayments due to refunds of cancelled items originally included in the Amount Financed, such as extended warranty protection plan costs or physical damage, credit life, disability insurance premiums and similar products, plus

(d)

Liquidation Proceeds, plus

(e)

Recoveries,

but excluding amounts on any Receivable for which the Purchase Amount has been included in the Available Funds in a prior Collection Period.

“Control Agreement” means the Collateral Account Control Agreement, dated as of the Cutoff Date, among the Depositor, the Issuer, the Indenture Trustee and The Bank of New York, in its capacity as a securities intermediary.

“Controlling Class” means (a) the Outstanding Class A Notes, (b) if no Class A Notes are Outstanding, the Outstanding Class B Notes, (c) if no Class B Notes are Outstanding,

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the Outstanding Class C Notes, and (d) if no Class C Notes are Outstanding, the Outstanding Class D Notes.

“Corporate Trust Office” means,

(a)

with respect to the Owner Trustee:

300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attention: Corporate Trust Administration

Telephone: (302) 552-3200

Fax: (302) 552-3129

or at such other address in the State of Delaware as the Owner Trustee may designate by notice to the Indenture Trustee, the Administrator and the Depositor, or the principal corporate trust office of any successor Owner Trustee (the address of which the successor Owner Trustee will notify the Indenture Trustee, the Administrator and the Depositor), and

(b)

with respect to the Indenture Trustee:

101 Barclay Street

Floor 8 West

New York, New York 10286

Attention: Structured Finance Services - Asset Backed Securities

Ford Credit Auto Owner Trust 2006-A

Telephone: (212) 815-4389

Fax: (212) 815-2493

or at such other address as the Indenture Trustee may designate by notice to the Owner Trustee and the Administrator, or the principal corporate trust office of any successor Indenture Trustee (the address of which the successor Indenture Trustee will notify the Owner Trustee and the Administrator).

“Credit and Collection Policy” means the credit and collection policies and procedures of Ford Credit relating to retail installment sale contracts originated or purchased and serviced by Ford Credit as they may change from time to time.

“Custodian” has the meaning specified in Section 2.5 of the Sale and Servicing Agreement.

“Cutoff Date” means February 1, 2006.

“Dealer” means the seller of a Financed Vehicle, originator of the related Receivable and seller of the Receivable to Ford Credit.

“Dealer Recourse” means all recourse rights against the originating Dealer on a Receivable.

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“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.10 of the Indenture.

“Delaware Limited Liability Company Act” means Chapter 18 of Title 6 of the Delaware Code.

“Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code.

“Delinquent” means, for a Receivable and a Collection Period, a Receivable on which more than $49.99 of the scheduled payment required to be paid by the Obligor in such Collection Period is past due.

“Depositor” means Ford Credit Auto Receivables Two LLC.

“Determination Date” means, for a Collection Period, the Business Day immediately preceding the related Payment Date.

“DTC Letter” means the letter of representations for the Notes, dated February 21, 2006 among the Issuer, the Indenture Trustee and The Depository Trust Company.

“Event of Default” has the meaning specified in Section 5.1(a) of the Indenture.

“Event of Servicing Termination” has the meaning specified in Section 7.1 of the Sale and Servicing Agreement.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exempt Notes” means the Class A-1 Notes.

“Final Scheduled Payment Date” means, for each Class, the Payment Date specified below:

Class	Final Scheduled Payment Date
Class A-1	November 15, 2006
Class A-2a	September 15, 2008
Class A-2b	September 15, 2008
Class A-3	March 15, 2010
Class A-4	December 15, 2010
Class B	April 15, 2011
Class C	September 15, 2011
Class D	August 15, 2012

“Financed Vehicle” means a new or used car or light truck and all related accessories securing an Obligor's indebtedness under a Receivable.

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“First Priority Principal Payment” means, for a Payment Date, the greater of:

(a)

an amount (not less than zero) equal to the Note Balance of the Class A Notes as of the preceding Payment Date minus the Adjusted Pool Balance, and

(b)

on and after the Final Scheduled Payment Date of any Class A Notes, the Note Balance of such Class A Notes.

“Fitch” means Fitch, Inc., d/b/a Fitch Ratings.

“Floating Rate Notes” means the Class A-2b Notes.

“Ford Credit” means Ford Motor Credit Company, a Delaware corporation.

“Grant” means to mortgage, pledge, assign and to grant a lien upon and a security interest in the relevant property.

“Indemnified Person” has the meaning specified in Section 6.7(c) of the Indenture, Section 6.3(b) of the Sale and Servicing Agreement and Section 7.2(b) of the Trust Agreement, as applicable.

“Indenture” means the Indenture, dated as of the Cutoff Date, between the Issuer and the Indenture Trustee.

“Indenture Trustee” means The Bank of New York, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee under the Indenture.

“Independent” means that the relevant Person (a) is independent of the Issuer, the Depositor and their Affiliates, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, the Depositor or their Affiliates, and (c) is not an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions of or for the Issuer, the Depositor or their Affiliates.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under Section 11.1 of the Indenture, signed by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and stating that the signer has read the definition of “Independent” and that the signer is Independent.

“Initial Pool Balance” means $3,164,999,892.01, the aggregate Principal Balance of the Receivables as of the Cutoff Date.

“Initial Purchaser” means Ford Credit Auto Receivables Two LLC.

“Insolvency Event” means, for a Person, (a) the making of a general assignment for the benefit of creditors, (b) the filing of a voluntary petition in bankruptcy, (c) being adjudged bankrupt or insolvent, or having had an order entered against such Person for relief in any

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bankruptcy or insolvency proceeding, (d) the filing by such Person of a petition or answer seeking reorganization, liquidation, dissolution or similar relief under any statute, law or regulation, (e) seeking, consenting to or acquiescing in the appointment of a trustee, liquidator, receiver or similar official of such Person or of all or any substantial part of such Person’s assets, (f) the failure to obtain dismissal or a stay within 60 days of the commencement of or the filing by such Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding against such Person seeking (i) reorganization, liquidation, dissolution or similar relief under any statute, law or regulation or (ii) the appointment of a trustee, liquidator, receiver or similar official of such Person or of all or any substantial part of such Person's assets, or (g) the failure by such Person generally to pay its debts as such debts become due.

“Interest Period” means, for a Payment Date, (a) for the Class A-1 Notes and the Floating Rate Notes, from the preceding Payment Date (or the Closing Date in the case of the first Payment Date) to the following Payment Date and (b) for each other Class of Notes, from the 15th day of the calendar month preceding each Payment Date (or the Closing Date in the case of the first Payment Date) to the 15th day of the following calendar month.

“Interest Rate Swap” means the swap transaction entered into between the Issuer as Party B, and the Swap Counterparty, as Party A, pursuant to the ISDA Master Agreement, the related schedule thereto and the confirmation each dated as of February 14, 2006, together with any additional swap entered into by the Issuer on or after the Closing Date.

“Issuer” means Ford Credit Auto Owner Trust 2006-A.

“Issuer Order” and “Issuer Request” has the meaning specified in Section 11.1(a) of the Indenture.

“LIBOR” means (i) with respect to the first Interest Period, 4.57% and (ii) with respect to any subsequent Interest Period, the following rate, as determined by the Calculation Agent:

(a)

the rate for U.S. dollar deposits for a period of one month which appears on the Telerate Page 3750 (or any replacement page) as of 11:00 a.m., London time, on the LIBOR Determination Date; and

(b)

if such rate does not appear on the Telerate Page 3750, the rate determined on the basis of the rates at which deposits in U.S. Dollars are offered by the LIBOR Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period of one month commencing on such LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000, the Calculation Agent will request the principal London office of each of the LIBOR Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by three major banks

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in New York City, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on that LIBOR Determination Date for loans in U.S. Dollars to leading European banks for a period of one month commencing on the LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000; provided however, that if the banks selected as aforesaid by the Calculation Agent are not quoting rates as mentioned in this sentence, LIBOR for such Interest Period will be the same as LIBOR for the immediately preceding Interest Period.

“LIBOR Determination Date” means, the date that is two London Banking Days prior to the first day of the applicable Interest Period.

“LIBOR Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.

“Lien” means a security interest, lien, charge, pledge or encumbrance.

“Limited Liability Company Agreement” means the Amended and Restated Limited Liability Company Agreement of the Depositor, dated as of March 1, 2001, executed by Ford Credit, as sole member.

“Liquidated Receivable” means a Receivable for which the Servicer has received and applied the proceeds of a sale by auction or other disposition of the related Financed Vehicle.

“Liquidation Proceeds” means, for a Collection Period and any Liquidated Receivable and any other Receivable that is charged off during such Collection Period in accordance with the Credit and Collection Policy, an amount equal to:

(a)

all amounts received and applied by the Servicer with respect to such Receivable from whatever source, whether allocable to interest or principal, during such Collection Period, minus

(b)

Recoveries with respect to such Receivable, minus

(c)

the sum of any amounts expended by the Servicer for the account of the related Obligor in accordance with the Credit and Collection Policy, including collection expenses and all amounts paid to third parties in connection with the repossession, transportation, reconditioning and disposition of the related Financed Vehicle, minus

(d)

any amounts required by law or under the Credit and Collection Policy to be remitted to the related Obligor.

“London Banking Day” shall mean any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

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“Monthly Investor Report” has the meaning specified in Section 3.4(a) of the Sale and Servicing Agreement.

“Monthly Remittance Required Ratings” has the meaning specified in Section 4.3(a) of the Sale and Servicing Agreement.

“Moody's” means Moody's Investors Service, Inc.

“Net Swap Payment” means, for any Payment Date, the net amount, if any, payable by the Issuer to the Swap Counterparty on such Payment Date, excluding any Swap Termination Payment.

“Net Swap Receipt” means, for any Payment Date, the net amount, if any, payable by the Swap Counterparty to the Issuer on such Payment Date, excluding any Swap Termination Payment.

“Note Balance” means, for a Note or Class of Notes, the initial aggregate principal amount of such Note or Class of Notes minus all amounts distributed on such Note or Class of Notes that is allocable to principal.

“Note Interest Rate” means, for each Class, the interest rate per annum specified below:

Class	Note Interest Rate
Class A-1	4.7248%
Class A-2a	5.04%
Class A-2b	one-month LIBOR + 0.01%
Class A-3	5.05%
Class A-4	5.07%
Class B	5.29%
Class C	5.48%
Class D	7.21%

“Note Interest Shortfall” means, for a Class of Notes and a Payment Date, an amount equal to:

(a)

the Note Monthly Interest for the preceding Payment Date for such Class, plus

(b)

any outstanding Note Interest Shortfall for that Class for the preceding Payment Date together with interest on such Note Interest Shortfall, to the extent lawful, at the Note Interest Rate for such Class for the related Interest Period, minus

(c)

the amount of interest that was paid to the Noteholders of such Class on such preceding Payment Date.

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“Note Monthly Interest” means, for a Class of Notes and a Payment Date, the aggregate amount of interest accrued on the Note Balance of that Class at the Note Interest Rate for such Class for the related Interest Period.

“Note Owner” means, for a Book-Entry Note, the Person who is the beneficial owner of a Book-Entry Note as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (as a direct participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Paying Agent” means the Indenture Trustee and any other Person appointed as Note Paying Agent pursuant to Section 2.13 of the Indenture.

“Note Pool Factor” means, for a Class of Notes and a Payment Date, a seven-digit decimal figure equal to the Note Balance of such Class after giving effect to any principal payments to be made on that Class on that Payment Date divided by the initial Note Balance of such Class.

“Note Register” and “Note Registrar” have the meanings specified in Section 2.4 of the Indenture.

“Noteholder” means the Person in whose name a Note is registered on the Note Register.

“Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes, collectively.

“Obligor” means the purchaser or co-purchasers of the Financed Vehicle or any guarantor or other Person who owes payments under the related Receivable (not including any Dealer for Dealer Recourse).

“Officer's Certificate” means (a) for the Issuer, a certificate signed by a Responsible Person of the Issuer and (b) for the Depositor or the Servicer, a certificate signed by any officer of the Depositor or the Servicer, as applicable.

“Opinion of Counsel” means a written opinion of counsel which counsel is reasonably acceptable to the Indenture Trustee, the Owner Trustee and the Rating Agencies, as applicable.

“Other Assets” means any assets or interests in any assets (other than the Trust Property) conveyed or purported to be conveyed by the Depositor to any Person other than the Issuer, whether by way of a sale, capital contribution, the Grant of a Lien or otherwise.

“Outstanding” means, as of any date, all Notes authenticated and delivered under the Indenture on or before such date except (a) Notes that have been cancelled by the Note Registrar or delivered to the Note Registrar for cancellation, (b) Notes or portions of Notes to the extent an amount necessary to pay all or a portion of such Notes has been deposited with the Indenture Trustee or any Note Paying Agent in trust for the Noteholders of such Notes on or before such date, provided that if such Notes are to be redeemed, notice of such redemption has

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been given pursuant to the Indenture or provision for such notice has been made in a manner satisfactory to the Indenture Trustee, and (c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser, provided that in determining (i) whether Noteholders evidencing the required Note Balance have given any request, demand, authorization, direction, notice, consent or waiver under any Basic Document, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be deemed not to be Outstanding and (ii) whether the Indenture Trustee is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Person of the Indenture Trustee knows to be so owned will be deemed not to be Outstanding. Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates that have been pledged in good faith will be treated as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right to act with respect to such Notes and that the pledgee is not the Issuer, the Depositor, the Servicer or their Affiliate.

“Owner Trustee” means U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement.

“Payment Date” means the 15th day of each calendar month or, if not a Business Day, the next Business Day, commencing in the first full month after the Closing Date.

“Permitted Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:

a) direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States,

(b) demand deposits, time deposits, certificates of deposit or bankers' acceptances of any depository institution or trust company (i) incorporated under the laws of the United States or any State or any United States branch or agency of a foreign bank, (ii) subject to supervision and examination by federal or State banking or depository institution authorities, and (iii) that at the time the investment or contractual commitment to invest is made, the commercial paper or other short-term unsecured debt obligations (other than obligations with a rating based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company have the Required Rating,

(c) commercial paper, including asset-backed commercial paper, having, at the time the investment or contractual commitment to invest is made, the Required Rating,

(d) investments in money market funds having, at the time the investment or contractual commitment to invest is made, a rating in the highest investment grade category from each of the Rating Agencies (including funds for which the Indenture Trustee or the Owner Trustee or any of their Affiliates is investment manager or advisor),

(e) repurchase obligations with respect to any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United

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States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above, and

(f) any other investment for which the Issuer or the Administrator has received Rating Agency Confirmation.

“Permitted Lien” means a tax, mechanics' or other Lien that attaches by operation of law, or any security interest of the Depositor in the Purchased Property under the Purchase Agreement, the Issuer in the Trust Property under the Sale and Servicing Agreement or the Indenture Trustee in the Collateral under the Indenture.

“Person” means any legal person, including any corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, any department or agency of any government or any other entity of whatever nature.

“Pool Balance” means, on the last day of a Collection Period, an amount equal to the aggregate Principal Balance of the Receivables as of such day, excluding Purchased Receivables.

“Preliminary Prospectus” means the preliminary prospectus supplement, dated February 12, 2006, to the Depositor's prospectus, dated February 14, 2006.

“Principal Balance” means, for a Receivable as of the close of business on the last day of a Collection Period, an amount (not less than zero) equal to:

(a)

the Amount Financed, minus

(b)

the portion of all Collections applied on or prior to such date allocable to principal, minus

(c)

Realized Losses.

“Principal Payment Account” means the administrative subaccount of the Collection Account established and maintained pursuant to Section 4.1(b) of the Sale and Servicing Agreement.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding, or governmental investigation.

“Prospectus” means (a) the Preliminary Prospectus, together with the final prospectus supplement, dated February 14, 2006, to the Depositor's prospectus, dated February 12, 2006, relating to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes and (b) the preliminary offering memorandum, dated February 12, 2006, and the final offering memorandum, dated February 14, 2006, relating to the Class A-1 Notes.

“Purchase Agreement” means the Purchase Agreement, dated as of the Cutoff Date, between the Sponsor and the Depositor.

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“Purchase Amount” means, for a Receivable, the Principal Balance of the Receivable as of the last day of the preceding Collection Period plus 30 days of interest at the applicable APR or, if such Receivable has been charged off, an amount equal to the Realized Loss on such Receivable minus any Recoveries through the last day of the preceding Collection Period.

“Purchased Property” means (a) the Receivables, (b) all amounts received and applied on the Receivables on or after the Cutoff Date, (c) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Ford Credit in the Financed Vehicles, (d) rights to receive proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors, (e) Dealer Recourse, (f) the Receivables Files, (g) all property securing the Receivables, (h) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date, (i) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (j) all payments on or under and all proceeds in respect of any of the foregoing.

“Purchased Receivable” means, for a Collection Period, a Receivable (a) purchased by the Servicer pursuant to Section 3.2(a) of the Sale and Servicing Agreement, (b) repurchased by the Depositor pursuant to Section 2.4(a) of the Sale and Servicing Agreement, or (c) repurchased by Ford Credit pursuant to Section 3.3(a) of the Purchase Agreement.

“QIB” has the meaning specified in Section 2.4 of the Indenture.

“Qualified Institution” means any bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that (a) is subject to supervision and examination by federal or State banking authorities, (b) has a short-term deposit rating of “P-1” by Moody's and “A-1+” by Standard & Poor's, (c) if such institution holds any Bank Accounts other than as segregated trust accounts and the deposits are to be held in such accounts more than 30 days, has a long-term unsecured debt rating or issuer rating of not less than “AA-” by Standard & Poor's, and (d) if such institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation.

“Qualified Trust Institution” means the corporate trust department of The Bank of New York, U.S. Bank Trust National Association, or any other bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking authorities that (a) is authorized under such laws to act as a trustee or in any other fiduciary capacity and (b) has a long-term deposit rating of not less than “Baa3” from Moody's.

“Rating Agency” means, as of any date, each nationally recognized statistical rating organization that has been designated by the Depositor to provide a rating on the Notes and is then rating the Notes.

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“Rating Agency Confirmation” means, for an action or request, that each of the Rating Agencies has notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee that such action or request will not result in a reduction or withdrawal of its then current rating of the Notes.

“Realized Loss” means, for a Receivable that is charged off by the Servicer in accordance with the Credit and Collection Policy, an amount (not less than zero) equal to:

(a)

the Principal Balance of such Receivable as of the last day of the Collection Period preceding the Collection Period in which the Receivable is charged off, minus

(b)

any Liquidation Proceeds received in the Collection Period in which the Receivable is charged off.

“Receivable” means any retail installment sale contract listed on the Schedule of Receivables, excluding Purchased Receivables.

“Receivables Files” has the meaning specified in Section 2.5 of the Sale and Servicing Agreement.

“Record Date” means, for a Payment Date and a Note in global form, the close of business on the day before such Payment Date and, for a Payment Date and a Definitive Note, the last day of the month preceding the month in which such Payment Date occurs.

“Recoveries” means, for a Receivable that has been charged off in accordance with the Credit and Collection Policy (whether or not such Receivable is a Liquidated Receivable) and a Collection Period, an amount equal to:

(a)

all amounts received and applied by the Servicer during such Collection Period with respect to such Receivable from whatever source, whether allocable to interest or principal, after the date it was charged off, minus

(b)

(c)

any amounts required by law or under the Credit and Collection Policy to be remitted to the Obligor.

“Redemption Date” means the Payment Date specified by the Servicer for a redemption of the Notes pursuant to Section 10.1 of the Indenture.

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“Registered Noteholder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

“Regular Principal Payment” means, for a Payment Date, an amount (not less than zero) equal to:

(a)

the greater of:

(i)

the Note Balance of the Class A-1 Notes as of the preceding Payment Date or the Closing Date, as the case may be, and

(ii)

an amount equal to:

(A)

the aggregate Note Balances of all Notes as of the preceding Payment Date or the Closing Date, as the case may be, minus

(B)

the Pool Balance as of the last day of the preceding Collection Period minus the Targeted Overcollateralization Amount,

minus

(b)

the sum of the First Priority Principal Payment, the Second Priority Principal Payment and the Third Priority Principal Payment;

except that on and after the Final Scheduled Payment Date of the Class D Notes, the Regular Principal Payment will be the Note Balance of the Class D Notes.

“Regulation AB” means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as clarified and interpreted by the Securities and Exchange Commission or its staff.

“Residual Interest” means a beneficial ownership interest in the Issuer, as recorded on the Trust Register.

“Required Rating” means, for short-term unsecured debt obligations, a rating of (a) “P-1” by Moody's, (b) “A-1+” by Standard & Poor's and (c) if rated by Fitch, “F1+” by Fitch.

“Reserve Account” means the account established and maintained pursuant to Section 4.1(c) of the Sale and Servicing Agreement.

“Reserve Account Draw Amount” means, for a Payment Date, the least of:

(a)

an amount (not less than zero) equal to the Total Required Payment minus the Available Collections, and

(b)

the amount in the Reserve Account minus any investment earnings.

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“Responsible Person” means:

(a) for the Administrator, the Depositor, the Sponsor and the Servicer, any Person designated in an Officer's Certificate of such Person or other notice signed by an officer of such Person as authorized to act for such Person, which Officer's Certificate or other notice has been sent to the all other transaction parties including the Owner Trustee and the Indenture Trustee,

(b) with respect to the Issuer, any officer within the Corporate Trust Office of the Owner Trustee, including any vice president, assistant vice president, secretary, assistant secretary or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject, and for so long as the Administration Agreement is in effect, any Responsible Person of the Administrator, and

(c) with respect to the Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as the case may be, including any vice president, assistant vice president, secretary, assistant secretary or any other officer of the Indenture Trustee or the Owner Trustee, as the case may be, customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject and also means, with respect to the Owner Trustee, for so long as the Administration Agreement is in effect, any Responsible Person of the Administrator.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Information” has the meaning specified in Section 2.4 of the Indenture.

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of the Cutoff Date, among the Issuer, the Depositor and the Servicer.

“Schedule of Receivables” means the schedule or file identifying the Receivables attached as Exhibit A to the Purchase Agreement and Schedule A to the Sale and Servicing Agreement and the Indenture.

“Second Priority Principal Payment” means, for a Payment Date, the greater of:

(a)

an amount (not less than zero) equal to:

(i)

the aggregate Note Balances of the Class A Notes and the Class B Notes as of the preceding Payment Date, minus

(ii)

the Adjusted Pool Balance, minus

(iii)

the First Priority Principal Payment,

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and

(b)

on and after the Final Scheduled Payment Date of the Class B Notes, the Note Balance of such Class B Notes.

“Secured Parties” means the Noteholders and the Swap Counterparty.

“Securities Account” means each account established and maintained pursuant to Section 1 of the Control Agreement.

“Securities Act” means the Securities Act of 1933.

“Servicer” means Ford Credit or the Successor Servicer.

“Servicing Fee” means, for a Collection Period, the fee payable to the Servicer for services rendered during such Collection Period in an amount equal to the product of:

(a)

one-twelfth of 1.0%, times

(b)

the Pool Balance as of the last day of the preceding Collection Period.

“Specified Reserve Balance” means $15,824,999.46, or 0.50% of the Initial Pool Balance.

“Sponsor” means Ford Credit.

“Standard & Poor's” means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

“State” means any state or commonwealth of the United States, or the District of Columbia.

“Successor Servicer” means a successor Servicer appointed pursuant to Section 7.2 of the Sale and Servicing Agreement.

“Supplemental Servicing Fee” means, for a Collection Period, all late fees, prepayment charges, extension fees and other administrative fees or similar charges on the Receivables.

“Swap Counterparty” means initially The Royal Bank of Scotland plc under the Interest Rate Swap.

“Swap Required Ratings” means ratings at least equal to (i) a short term unsecured unsubordinated debt rating of “A-1” by Standard & Poor's and a long term unsecured unsubordinated debt rating of “A-” by Standard & Poor's (or, if the Swap Counterparty has no short term unsecured debt rating by Standard & Poor's, a long term unsecured debt rating of “A+” by Standard & Poor's), (ii) either a long term unsecured unsubordinated debt rating of “Aa3” by Moody's, or a short term unsecured unsubordinated debt rating of at least “P-1” by

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Moody's together with a long term unsecured unsubordinated debt rating of “A1” by Moody's and (iii) a long term unsecured and unsubordinated debt rating of “A” by Fitch.

“Swap Termination Payment” means any termination payment payable by the Issuer to a Swap Counterparty or by a Swap Counterparty to the Issuer under the Interest Rate Swap.

“Targeted Credit Enhancement Amount” means, for a Payment Date, the greater of:

(a)

the Specified Reserve Balance, and

(b)

1% of the Pool Balance as of the last day of the preceding Collection Period.

“Targeted Overcollateralization Amount” means, for a Payment Date, an amount equal to:

(a)

the Yield Supplement Overcollateralization Amount, plus

(b)

the Targeted Credit Enhancement Amount, minus

(c)

the Specified Reserve Balance.

“Third Priority Principal Payment” means, for a Payment Date, the greater of:

(a)

an amount (not less than zero) equal to:

(i)

the aggregate Note Balances of the Class A Notes, the Class B Notes and the Class C Notes as of the preceding Payment Date, minus

(ii)

the Adjusted Pool Balance, minus

(iii)

the sum of the First Priority Principal Payment and the Second Priority Principal Payment,

and

(b)

on and after the Final Scheduled Payment Date of the Class C Notes, the Note Balance of the Class C Notes.

“Total Required Payment” means, for a Payment Date, the sum of

(a)

the amount, up to a maximum of $150,000, due and payable to the Indenture Trustee under Section 6.7 of the Indenture and to the Owner Trustee under Sections 7.1 and 7.2 of the Trust Agreement, plus

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(b)

the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods, plus

(c)

the Accrued Note Interest for all Classes of Notes, plus

(d)

any Net Swap Payment payable to the Swap Counterparty, plus

(e)

any Swap Termination payment payable to the Swap Counterparty where the Swap Counterparty is not the sole defaulting or affected party, plus

(d)

the First Priority Principal Payment, plus

(e)

the Second Priority Principal Payment, plus

(f)

the Third Priority Principal Payment, plus

(g)

on or after the Final Scheduled Payment Date of the Class D Notes, the Note Balance of the Class D Notes.

Following an Event of Default and an acceleration of the Notes or an Insolvency Event or dissolution of the Depositor, until the Note Balances of all Notes have been paid in full, the Total Required Payment will also include the aggregate Note Balances of all Notes.

“Trust Accounts” means the Bank Accounts and the Trust Distribution Account (if established).

“Trust Agreement” means the Amended and Restated Trust Agreement dated as of the Cutoff Date, between the Depositor and the Owner Trustee.

“Trust Distribution Account” means the account that may be established and maintained pursuant to Section 4.1(g) of the Sale and Servicing Agreement.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939.

“Trust Property” means (a) the Purchased Property, (b) the Depositor's rights under the Purchase Agreement, (c) the Depositor's rights under the Sale and Servicing Agreement, (d) all security entitlements relating to the Trust Accounts and the property deposited in or credited to any of the Trust Accounts, (e) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (f) all payments on or under and all proceeds in respect of any of the foregoing.

“Trust Register” and “Trust Registrar” have the meanings specified in Section 3.2 of the Trust Agreement.

“UCC” means the Uniform Commercial Code as in effect in any relevant jurisdiction.

“Underwriting Agreement” means the Underwriting Agreement, dated February 14, 2006, between the Depositor and Bear, Stearns & Co. Inc., Greenwich Capital Markets, Inc.

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and J.P. Morgan Securities Inc. as the representatives of the underwriters named in such agreement.

“U.S. Bank Trust” means U.S. Bank Trust National Association, a national banking association.

“Void Class D Note Transfer” has the meaning specified in Section 2.4(i) of the Indenture.

“Yield Supplement Overcollateralization Amount” means, for the Closing Date and each Payment Date, the amount specified on the Yield Supplement Overcollateralization Schedule for such date. The Yield Supplement Overcollateralization Amount has been calculated for the Closing Date and each Payment Date as the sum for each Receivable of the amount (not less than zero) equal to:

(a)

the future payments on such Receivable discounted to present value as of the last day of the preceding Collection Period (or the Cutoff Date, for the Closing Date) at the APR of the Receivable, minus

(b)

such future payments on such Receivable discounted to present value as of the last day of the preceding Collection Period at 9.75%.

For purposes of this calculation, the future payments on each Receivable are the equal monthly payments that would reduce the Receivable's outstanding Principal Balance as of the Cutoff Date to zero on the Receivable's final scheduled payment date, at an interest rate equal to the APR of the Receivable and without any delays, defaults or prepayments.

“Yield Supplement Overcollateralization Schedule” means, for the Closing Date and each Payment Date, the following schedule:

Closing Date	$	209,211,511.62	February 2009	$	27,469,851.26
March 2006		201,425,113.75	March 2009		25,106,083.82
April 2006		193,805,796.52	April 2009		22,870,051.74
May 2006		186,355,537.35	May 2009		20,760,814.03
June 2006		179,074,035.60	June 2009		18,776,906.77
July 2006		171,960,727.75	July 2009		16,916,726.03
August 2006		165,015,020.47	August 2009		15,178,384.35
September 2006		158,235,851.24	September 2009		13,559,263.82
October 2006		151,622,093.13	October 2009		12,056,638.78
November 2006		145,172,684.30	November 2009		10,667,858.00
December 2006		138,885,872.40	December 2009		9,389,667.09
January 2007		132,753,054.88	January 2010		8,219,309.24
February 2007		126,769,082.37	February 2010		7,154,196.54
March 2007		120,932,915.27	March 2010		6,190,551.79
April 2007		115,244,639.70	April 2010		5,325,392.65
May 2007		109,704,856.07	May 2010		4,555,442.49
June 2007		104,313,832.61	June 2010		3,874,888.70

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July 2007	99,071,563.94	July 2010	3,278,527.80
August 2007	93,978,379.39	August 2010	2,761,084.67
September 2007	89,034,371.33	September 2010	2,314,858.68
October 2007	84,239,951.11	October 2010	1,931,979.11
November 2007	79,594,605.26	November 2010	1,605,862.89
December 2007	75,097,688.25	December 2010	1,329,349.20
January 2008	70,749,191.51	January 2011	1,095,557.16
February 2008	66,549,290.61	February 2011	896,510.29
March 2008	62,497,437.72	March 2011	724,836.61
April 2008	58,593,661.54	April 2011	573,776.42
May 2008	54,837,736.36	May 2011	442,863.85
June 2008	51,228,995.12	June 2011	331,282.09
July 2008	47,766,595.66	July 2011	238,111.91
August 2008	44,449,311.34	August 2011	162,430.04
September 2008	41,275,909.85	September 2011	102,964.83
October 2008	38,243,747.38	October 2011	58,401.94
November 2008	35,349,253.26	November 2011	27,634.35
December 2008	32,589,694.88	December 2011	9,537.05
January 2009	29,963,718.47	January 2012	2,064.44

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EXHIBIT A

Ford Credit Auto Owner Trust 2006-A

Monthly Investor Report

Collection Period

Payment Date

Transaction Month

Additional information about the structure, cashflows, defined terms and parties for this transaction can be found in the prospectus supplement, available on the SEC website (http://www.sec.gov) under the registration number o and at http://www.fordcredit.com/institutionalinvestments/index.jhtml.

I. ORIGINAL DEAL PARAMETERS			Weighted Avg Remaining
	Dollar Amount	# of Receivables	Term at Cutoff
Initial Pool Balance
Original Securities:	Dollar Amount	Note Interest Rate	Legal Final Maturity
Class A-1 Notes		%
Class A-2a Notes		%
Class A-2b Notes		%
Class A-3 Notes		%
Class A-4 Notes		%
Class B Notes		%
Class C Notes		%
Class D Notes		%
Total

II. AVAILABLE FUNDS
Interest:
Interest Collections

Principal:
Principal Collections
Prepayments in Full
Liquidation Proceeds
Recoveries
Sub Total

Collections

Purchase Amounts:
Purchase Amounts Related to Principal
Purchase Amounts Related to Interest
Sub Total

Clean-up Call
Available Collections
Reserve Account Draw Amount
Net Swap Receipt - Tranche A-2b
Available Funds

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Ford Credit Auto Owner Trust 2006-A
Monthly Investor Report

Collection Period
Payment Date
Transaction Month

III. DISTRIBUTIONS				Carryover	Remaining
	Calculated Amount	Amount Paid	Shortfall	Shortfall	Available Funds
Owner Trustee Fees and Expenses
Indenture Trustee Fees and Expenses
Servicing Fee
Net Swap Payment - Tranche A-2b
Interest - Class A-1 Notes
Interest - Class A-2a Notes
Interest - Class A-2b Notes
Interest - Class A-3 Notes
Interest - Class A-4 Notes
Pay Swap Term Payment
First Priority Principal Payment
Interest - Class B Notes
Second Priority Principal Payment
Interest - Class C Notes
Third Priority Principal Payment
Interest - Class D Notes
Reserve Account Deposit
Regular Principal Payment
Additional Trustee Fees and Expenses
Residual Released to Depositor
Total


	Principal Payment:
		First Priority Principal Payment
		Second Priority Principal Payment
		Third Priority Principal Payment
		Regular Principal Payment
		Total

IV. NOTEHOLDER PAYMENTS

	Noteholder Principal Payments		Noteholder Interest Payments		Total Payment
	Actual	Per $1,000 of	Actual	Per $1,000 of	Actual	Per $1,000 of
		Original		Original		Original Balance
		Balance		Balance
Class A-1 Notes
Class A-2a Notes
Class A-2b Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Class C Notes
Class D Notes
Total

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Ford Credit Auto Owner Trust 2006-A
Monthly Investor Report

Collection Period
Payment Date
Transaction Month

V. NOTE BALANCE AND POOL INFORMATION
	Beginning of Period		End of Period
	Balance	Note Factor	Balance	Note Factor
Class A-1 Notes
Class A-2a Notes
Class A-2b Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Class C Notes
Class D Notes

Total

Pool Information
Weighted Average APR
Weighted Average Remaining Term
Number of Receivables Outstanding
Pool Balance
Adjusted Pool Balance (Pool Balance - YSOC Amount)
Pool Factor


VI. OVERCOLLATERALIZATION INFORMATION

Specified Reserve Balance
Targeted Credit Enhancement Amount
Yield Supplement Overcollateralization Amount
Targeted Overcollateralization Amount
Actual Overcollateralization Amount (EOP Pool Balance -EOP Note Balance)

VII. RECONCILIATION OF RESERVE ACCOUNT
Beginning Reserve Account Balance
Reserve Account Deposits Made
Reserve Account Draw Amount
Ending Reserve Account Balance
Change in Reserve Account Balance
Specified Reserve Balance

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Ford Credit Auto Owner Trust 2006-A
Monthly Investor Report

Collection Period
Payment Date
Transaction Month


VIII. NET LOSSES AND DELINQUENT ACCOUNTS
		# of Receivables	Amount
Realized Loss
(Recoveries)
Net Losses for Current Collection Period
Cumulative Net Losses Last Collection
Cumulative Net Losses for all Collection Periods
Ratio of Net Losses for Current Collection Period to Beginning of Period Pool Balance (annualized)
Delinquent Receivables:
	% of EOP Pool	# of Receivables	Amount
31-60 Days Delinquent
61-90 Days Delinquent

Over 120 Days Delinquent
Total Delinquent Receivables
Repossesion Inventory:
Repossesed in Current Collection Period
Total Repossesed Inventory

Ratio of Net Losses to the Average Pool Balance for the Collection Period:
Second Preceding Collection Period
Preceding Collection Period
Current Collection Period
Three Month Average

Number of 61+ Delinquent Receivables to EOP Number of Outstanding Receivables:
Second Preceding Collection Period
Preceding Collection Period
Current Collection Period
Three Month Average

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EX-99.2 8 adminagree.htm ADMINISTRATION AGREEMENT Administration Agreement

ADMINISTRATION AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2006-A,

as Issuer,

FORD MOTOR CREDIT COMPANY,

as Administrator

and

THE BANK OF NEW YORK,

as Indenture Trustee

Dated as of February 1, 2006

TABLE OF CONTENTS

		Page
ARTICLE I USAGE AND DEFINITIONS		1

ARTICLE II ENGAGEMENT OF ADMINISTRATOR		1
Section 2.1	Engagement	1
Section 2.2	Compensation	1

ARTICLE III DUTIES OF THE ADMINISTRATOR		1
Section 3.1	Duties of the Administrator with Respect to the DTC Letter	1
Section 3.2	Duties of the Administrator with Respect to the Indenture	2
Section 3.3	Additional Duties	5
Section 3.4	Audits of the Administrator	6
Section 3.5	Additional Information to Be Furnished to the Issuer	6
Section 3.6	Prohibition on Certain Actions	6
Section 3.7	Duties with Respect to the Interest Rate Swap	6

ARTICLE IV INDEMNIFICATION		7
Section 4.1	Indemnification	7

ARTICLE V RESIGNATION AND REMOVAL OF THE ADMINISTRATOR; TERM OF AGREEMENT		8
Section 5.1	Resignation and Removal of the Administrator	8
Section 5.2	Appointment of Successor Administrator	9
Section 5.3	Action upon Termination, Resignation or Removal	9
Section 5.4	Term of Agreement	10

ARTICLE VI MISCELLANEOUS		10
Section 6.1	Independence of the Administrator	10
Section 6.2	Transactions with Affiliates; Other Transactions	10
Section 6.3	Amendments	10
Section 6.4	Notices	10
Section 6.5	Assignment	11
Section 6.6	Third-Party Beneficiary	11
Section 6.7	GOVERNING LAW	11
Section 6.8	Submission to Jurisdiction	11
Section 6.9	WAIVER OF JURY TRIAL	11
Section 6.10	Severability	12
Section 6.11	Counterparts	12
Section 6.12	Headings.	12
Section 6.13	No Petition	12
Section 6.14	Not Applicable to Ford Credit in Other Capacities	12
Section 6.15	Limitation of Liability of Owner Trustee and Indenture Trustee	12

ADMINISTRATION AGREEMENT, dated as of February 1, 2006 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2006-A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY, a Delaware corporation, as Administrator, and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee.

BACKGROUND

The Issuer was formed pursuant to the Trust Agreement and is issuing the Notes pursuant to the Indenture.

The Issuer has entered into certain agreements in connection with the issuance of the Notes, including the DTC Letter, the Interest Rate Swap and the Indenture.

The Issuer and the Owner Trustee desire to have the Administrator perform certain duties of the Issuer and the Owner Trustee under the Basic Documents on the terms set forth in this Agreement.

ARTICLE I

USAGE AND DEFINITIONS

ARTICLE II

ENGAGEMENT OF ADMINISTRATOR

Section 2.1 Engagement. The Issuer and the Owner Trustee engage the Administrator to perform certain duties of the Issuer and the Owner Trustee under the Basic Documents on the terms set forth in this Agreement and the Administrator accepts such engagement.

Section 2.2 Compensation. As compensation for the perfor-mance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related to its obligations under this Agreement, the Depositor will pay the Administrator a fee in an amount agreed upon by the Depositor and the Administrator.

ARTICLE III

DUTIES OF THE ADMINISTRATOR

Section 3.1 Duties of the Administrator with Respect to the DTC Letter. The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the DTC Letter. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the DTC Letter. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments,

certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the DTC Letter.

Section 3.2 Duties of the Administrator with Respect to the Indenture The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture):

(a) preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instru-ments to the Indenture Trustee (Section 2.2);

(b) causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4(a));

(d) determining whether the requirements of UCC Section 8-405 are met (Section 2.5) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.5);

(e) causing the Indenture Trustee to notify the Noteholders of the final principal payment on their Notes (Section 2.7(b));

(f) preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11);

(g) ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2);

(h) directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3);

(i) causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c));

(j) directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(d));

(k) obtaining and preserving the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4);

(l) preparing all supplements and amendments to the Inden-ture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supple-ment or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5);

(m) notifying the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b));

(n) notifying the Indenture Trustee and the Rating Agencies of any Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d));

(o) delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8 and 3.9);

(p) preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10);

(q) notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15);

(r) monitoring the Issuer's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer's Certificate and obtaining the required Opinions of Counsel (Section 4.1);

(s) notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1);

(t) complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6);

(u) causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17);

(v) removing the Indenture Trustee upon the occurrence of one the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8);

(w) preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10);

(x) inspecting the Indenture Trustee's books and records (Section 6.13);

(y) furnishing the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);

(z) preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3);

(aa) notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b));

(bb) preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the lien of the Indenture (Section 8.4);

(cc) preparing Issuer Orders and Officer's Certificates, provid-ing prior notice to the Rating Agencies, obtaining Opinions of Counsel, Rating Agency Confirmations and the necessary consents with respect to the execution of supplemen-tal indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2);

(dd) causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6);

(ee) causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1);

(ff) preparing all Officer's Certificates and obtaining Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));

(gg) preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and

(hh) effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 11.14).

Section 3.3 Additional Duties.

(a) In addition to the duties of the Administrator set forth in Sections 3.1 and 3.2, the Administrator will perform calculations and will prepare, file and deliver on behalf of the Issuer or the Owner Trustee, all such documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee will take all appropriate action that the Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 6.1 of this Agreement, the Administrator will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Basic Documents) that are not covered by any of the foregoing provisions and that are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator, includ-ing:

(i) obtaining and maintaining, at its own expense, any licenses required to be obtained or maintained by the Issuer under the laws of any State, including the Pennsylvania Motor Vehicle Sales Finance Act and Section 11-403 of the Annotated Code of Maryland, Financial Institutions, in connection with the Issuer's duties and obligations under the Basic Documents; and

(ii) notifying the Owner Trustee, on or before the Closing Date and from time to time thereafter, of any licenses required to be obtained or main-tained by the Owner Trustee under the laws of any State in connection with the duties and obligations of the Owner Trustee under the Basic Documents.

(b) The Administrator will be responsible for performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest in the Issuer such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns.

(c) The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuer's pay-ments (or allocations of income) to the holder of the Residual Interest as contem-plated by Section 4.1(c) of the Trust Agreement, the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to Section 4.1(c) of the Trust Agreement and the procedures to be followed to comply with the requirements under the Code. The Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required.

(d) The Administrator will perform the duties of the Adminis-trator specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties required to be performed by the Administrator pursuant to the Trust Agree-ment.

(e) The Administrator will either prepare, execute and deliver, or will direct the Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Sarbanes-Oxley Act of 2002.

(f) Upon final distribution of any funds to the holder of the Residual Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 8.1(c) of the Trust Agreement.

Section 3.4 Audits of the Administrator. The Administrator will, upon reasonable prior notice, permit any authorized representative of the Issuer, the Depositor, the Owner Trustee or the Indenture Trustee, during the Administrator's normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Administrator relating to the performance of the Administrator's obligations under this Agreement. In addition, the Administrator will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Administrator's officers and Independent certified public accountants, all at such reasonable times and as often as may reasonably be requested. Each of the Issuer, the Depositor, the Owner Trustee or the Indenture Trustee 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 such party, may reasonably determine that such disclosure is consistent with its obligations under this Agreement

Section 3.5 Additional Information to Be Furnished to the Issuer. The Administrator will furnish to the Issuer such additional information regarding the Collateral as the Issuer may reasonably request

Section 3.6 Prohibition on Certain Actions. Notwithstanding anything to the contrary in this Agreement, the Administrator will not (a) make any payments to the Noteholders under the Basic Documents, (b) sell the Collateral pursuant to Section 5.6 of the Indenture or (c) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf.

Section 3.7 Duties with Respect to the Interest Rate Swap. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Interest Rate Swap. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Interest Rate Swap. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents that are the duty of the Issuer to prepare or deliver pursuant to the Interest Rate Swap. In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Interest Rate Swap including:

(a) Promptly following the early termination of any Interest Rate Swap due to a Termination Event or an Event of Default (as such terms are defined in each Interest Rate Swap) (unless the Indenture Trustee is selling or liquidating the Collateral), the Administrator will use reasonable efforts to cause the Trust to enter into a replacement interest rate swap on terms similar to those of such Interest Rate Swap with an eligible swap counterparty. If any Swap Termination Payments that are received from a Swap Counterparty are to be applied as an initial payment to a replacement Swap Counterparty, the Administrator will direct the Indenture Trustee to retain such amounts and will provide the Indenture Trustee with written instructions regarding the application and payment of such amounts. If a Swap Counterparty is required to collateralize the Interest Rate Swap, the Administrator will coordinate with the Indenture Trustee the establishment of collateral accounts, the holding of securities deposited therein and the investment of any cash deposited therein.

(b) The Administrator will notify the Indenture Trustee of the occurrence or existence of a default, event of default or similar condition or event with respect to any Swap Counterparty or any credit support provider for a Swap Counterparty.

(c) The Administrator will notify the Swap Counterparty of any proposed amendment or supplement to any of the Purchase Agreement, Sale and Servicing Agreement, the Indenture or the Trust Agreement and obtain the consent of the Swap Counterparty, in each case if and to the extent required pursuant to the Interest Rate Swap.

(d) The Administrator will provide the Rating Agencies with a copy of any proposed amendment or supplement to any Interest Rate Swap at least 5 days prior to the effective date of such amendment or supplement. Such proposed amendment or supplement will be effective only after receipt of Rating Agency Confirmation, unless such amendment or supplement clarifies any term or provision, corrects any inconsistency, cures any ambiguity or corrects any typographical error in such Interest Rate Swap.

(e) The Administrator is designated as the Calculation Agent (as such term is defined in each Interest Rate Swap) pursuant to the Interest Rate Swap and will perform such calculations and duties with respect to the Interest Rate Swap. The Administrator will calculate and notify each Swap Counterparty and the Indenture Trustee of the notional amount of the applicable Interest Rate Swap as of each Payment Date on or before the 12th day of the month in which such Payment Date occurs. The Administrator will also obtain the determination of LIBOR from the LIBOR Determination Agent under the Indenture, will calculate the amount of all Net Swap Payments, Net Swap Receipts and Swap Termination Payments payable on each Payment Date and will notify each Swap Counterparty and the Indenture Trustee of such amounts prior to such Payment Date.

ARTICLE IV

INDEMNIFICATION

Section 4.1 Indemnification.

(a) The Depositor and the Administrator will indemnify, defend and hold harmless the Indenture Trustee and its 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 Indenture Trustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under the Indenture, 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 Indenture Trustee through the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising from the Indenture Trustee’s breach of any of its representations or warranties set forth in the Indenture.

(b) The Depositor and the Administrator will indemnify, defend and hold harmless the Owner Trustee and its 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 the Trust 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 (except for errors in judgment) or (ii) arising from the Owner Trustee’s breach of any of its representations or warranties set forth in the Trust Agreement.

(c) Promptly upon receipt by any Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made against the Depositor or the Administrator under Section 4.1(a) or (b), notify the Depositor and the Administrator of the commencement of such Proceeding. The Depositor or 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 and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. After notice from the Depositor or the Administrator to the Indem-nified Person of the Depositor's or the Administrator's intention to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, as applicable, the Depositor or the Administrator will not 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 and an Indemnified Person, in which case the Depositor or the Administrator will pay for the separate counsel to the Indemnified Person.

ARTICLE V

RESIGNATION AND REMOVAL OF THE ADMINISTRATOR;

TERM OF AGREEMENT

Section 5.1 Resignation and Removal of the Administrator.

(a) Subject to Section 5.2(a), the Administrator may resign its duties under this Agreement by providing the Issuer, the Owner Trustee and the Indenture Trustee with at least 60 days' prior notice.

(b) Subject to Section 5.2(a), if any of the following events occurs and is continuing, the Owner Trustee, with the consent of Noteholders of Notes evidencing not less than a majority of the Note Balance of the Controlling Class (or if no Notes are outstanding, the holder of the Residual Interest), by notice to the Administrator may terminate all of the rights and obligations of the Administrator under this Agree-ment:

(i) the Administrator defaults in the performance of any of its duties under this Agreement and, after notice of such default by the Issuer, the Indenture Trustee or the Owner Trustee, does not cure such default within 15 days (or, if such default cannot be cured in such time, does not give within 15 days such assurance of cure as is reasonably satisfactory to the Issuer); or

(ii) an Insolvency Event occurs with respect to the Administrator.

(c) The Administrator will notify the Issuer and the Indenture Trustee within 5 Business Days after the occurrence of an Insolvency Event with respect to the Administrator.

Section 5.2 Appointment of Successor Administrator.

(a) No resignation or removal of the Administrator pursuant to Section 5.1(a) or (b) will be effective until (i) a successor Administrator has been appointed by the Issuer at the direction of Noteholders of at least a majority of the Note Balance of the Controlling Class, or if no Notes are outstanding, by the holder of the Residual Interest, (ii) such successor Administrator has executed, acknowledged and delivered to the Issuer and to its predecessor Administrator an instrument accepting its appointment under this Agreement, and (iii) Rating Agency Confirmation has been obtained with respect to the proposed appointment. The Issuer will notify the Indenture Trustee of any such resignation or removal.

(b) Upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator will immediately resign and such successor Servicer will automatically become the Administrator under this Agreement.

Section 5.3 Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 5.4 or the resignation or removal of the Administrator pursuant to Sections 5.1 or 5.2(b), the Administrator will be entitled to be paid all fees and reimbursable expenses accruing to it through the date of such termination, resignation or removal. If this Agreement is terminated pursuant to Section 5.4, the Administrator will promptly deliver to the Issuer all property and documents relating to the Collateral then in the custody of the Administrator. If the Administrator resigns or is removed pursuant to Sections 5.1 or 5.2(b), the Administrator will cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator to the successor Administrator.

Section 5.4 Term of Agreement. This Agreement will continue in force until the termination of the Issuer in accordance with Section 8.1 of the Trust Agreement, upon which event this Agreement will automatically terminate.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Independence of the Administrator. The Administrator will be an independent contractor and will not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations under this Agree-ment. Unless expressly authorized by the Issuer, the Administrator will have no authority to act for or represent the Issuer or the Owner Trustee in any way and will not otherwise be deemed an agent of the Issuer or the Owner Trustee. Nothing contained in this Agreement will constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2 Transactions with Affiliates; Other Transactions. In carrying out any of its obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates. Nothing in this Agreement will prevent the Administrator or its Affiliates from engaging in other businesses or from acting in a similar capacity as an administra-tor for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer.

Section 6.3 Amendments. This Agreement may be amended by a written amendment executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, without the consent of the Noteholders, so long as the Issuer or the Administrator delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not materially adversely affect the interest of the Noteholders. This Agreement also may be amended by the Issuer, the Administrator and the Indenture Trustee with the consent of the Owner Trustee and the Noteholders of a majority of the Note Balance of the Notes Outstanding, provided that no such amendment may reduce the percentage of the Noteholders required to consent to any such amendment, without the consent of each Noteholder adversely affected.

Section 6.4 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:

(i) upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, 3 days after deposit in the mail,

(ii) in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient,

(iii) in the case of an email, when receipt is confirmed by telephone or reply email from the recipient, and

(b) 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 6.5 Assignment. This Agreement may not be assigned by the Administrator unless the Administrator obtains the consent of the Issuer and the Owner Trustee and Rating Agency Confirmation for such action. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee or Rating Agency Confirmation to a Person that is a successor (by merger, consolidation or purchase of assets) to the Administrator or to an Affiliate of the Administrator, provided that such Person or such Affiliate executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such Person or such Affiliate agrees to be bound under this Agreement in the same manner as the Administrator is bound under this Agreement. Subject to the foregoing, this Agreement will bind any successors or assigns of the parties to this Agreement.

Section 6.6 Third-Party Beneficiary. This Agreement will inure to the benefit of and be binding upon the parties to this Agreement. The Owner Trustee will be a third-party beneficiary of this Agreement. Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 6.7 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.8 Submission to Jurisdiction. The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 6.9 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 6.10 Severability. If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unen-forceable, 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.

Section 6.11 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 6.12 Headings.The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 6.13 No Petition.

(a) Notwithstanding any prior termination of this Agreement, the Depositor, the Administrator, the Owner Trustee and the Indenture Trustee will not, before the date which is 1 year and 1 day after the termination of this Agreement, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Basic Documents.

(b) Notwithstanding any prior termination of this Agreement, the Issuer, the Administrator, the Owner Trustee and the Indenture Trustee will not, before the date which is 1 year and 1 day after the termination of this Agreement institute against, or join any other Person in instituting against, the Depositor any bank-ruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Basic Documents.

Section 6.14 Not Applicable to Ford Credit in Other Capacities. Nothing in this Agreement will affect any right or obligation Ford Credit may have in any other capacity.

Section 6.15 Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) This Agreement has been signed on behalf of the Issuer by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer. In no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement. For all purposes of this Agreement, in the perfor-mance of any duties or obligations of the Issuer under

this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

(b) This Agreement has been countersigned by The Bank of New York not in its individual capacity but solely as Indenture Trustee. In no event will The Bank of New York have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement, as to all of which recourse will be had solely to the assets of the Issuer.

EXECUTED BY:

FORD CREDIT AUTO OWNER TRUST 2006-A,
as Issuer

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


By:		/s/ Barbara A. Nastro
		Name: Barbara A. Nastro
		Title: Vice President


THE BANK OF NEW YORK,
not in its individual capacity but solely as Indenture Trustee


By:		/s/ John Bobko
		Name: John Bobko
		Title: Vice President


FORD MOTOR CREDIT COMPANY,
as Administrator


By:		/s/ D. M. Brandi
		Name: D. M. Brandi
		Title: Assistant Treasurer

AGREED AND ACCEPTED BY:

	FORD CREDIT AUTO RECEIVABLES TWO LLC,
	as Depositor


By:	/s/ Susan J. Thomas
	Name: Susan J. Thomas
	Title: Secretary

EX-99.3 9 purchaseagt.htm PURCHASE AGREEMENT Purchase Agreement

PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY,

as Sponsor

and

FORD CREDIT AUTO RECEIVABLES TWO LLC,

as Depositor

Dated as of February 1, 2006

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS			1

ARTICLE II SALE AND PURCHASE OF RECEIVABLES			1

	Section 2.1	Sale of Purchased Property; Payment of Purchase Price	1
	Section 2.2	Savings Clause	1

ARTICLE III REPRESENTATIONS AND WARRANTIES			2

	Section 3.1	Representations and Warranties of the Sponsor	2
	Section 3.2	Representations and Warranties of the Sponsor About the Receivables	3
	Section 3.3	Repurchase of Receivables Upon Breach of Representations or Warranties by the Sponsor	6
	Section 3.4	Representations and Warranties of the Depositor	6

ARTICLE IV COVENANTS OF THE SPONSOR			7

	Section 4.1	Filing and Maintenance of Financing Statements and Security Interests	7
	Section 4.2	Account Records and Computer Systems.	8
	Section 4.3	Inspections	8
	Section 4.4	Treatment	8
	Section 4.5	Accountants' Letter	9

ARTICLE V MISCELLANEOUS			9

	Section 5.1	Amendment	9
	Section 5.2	Notices	9
	Section 5.3	Costs and Expenses	10
	Section 5.4	Third-Party Beneficiaries	10
	Section 5.5	GOVERNING LAW	10
	Section 5.6	Submission to Jurisdiction	10
	Section 5.7	WAIVER OF JURY TRIAL	10
	Section 5.8	Severability	10
	Section 5.9	Counterparts	11
	Section 5.10	Headings	11
	Section 5.11	No Waiver; Cumulative Remedies	11

Exhibit A	Schedule of Receivables		A-1

PURCHASE AGREEMENT

PURCHASE AGREEMENT, dated as of February 1, 2006 (this “Agreement”), between FORD MOTOR CREDIT COMPANY, a Delaware corporation, as Sponsor, and FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor.

BACKGROUND

In the regular course of its business, the Sponsor purchases retail installment sale contracts secured by new and used cars and light trucks from motor vehicle dealers.

The Sponsor wishes to sell, and the Depositor wishes to purchase, a pool of such contracts and related property on the terms and conditions in this Agreement.

ARTICLE I

USAGE AND DEFINITIONS

ARTICLE II

SALE AND PURCHASE OF RECEIVABLES

Section 2.1 Sale of Purchased Property; Payment of Purchase Price.

(a) Effective as of the Closing Date and immediately before the transactions pursuant to the Sale and Servicing Agreement, the Trust Agreement and the Indenture, the Sponsor sells to the Depositor, without recourse (subject to the obligations of the Sponsor under this Agreement), all right, title and interest of the Sponsor, whether now owned or hereafter acquired, in and to the Purchased Property.

(b) In consideration for the Purchased Property, the Depositor will pay to the Sponsor $2,935,459,900.84 in cash by federal wire transfer (same day) funds on the Closing Date. The Depositor and the Sponsor each represents and warrants to the other that the amount of cash paid by the Depositor, together with the increase in the value in the Sponsor's capital in the Depositor, is equal to the fair market value of the Receivables.

(c) The sale of the Purchased Property made under this Agreement does not constitute and is not intended to result in an assumption by the Depositor of any obligation of the Sponsor to the Obligors, the Dealers or any other Person in connection with the Purchased Property.

Section 2.2 Savings Clause. It is the intention of the Sponsor and the Depositor that (i) the sale pursuant to Section 2.1 constitute an absolute sale of the Purchased Property, conveying good title to the Purchased Property free and clear of any Lien other than Permitted

Liens, from the Sponsor to the Depositor and (ii) the Purchased Property not be a part of the Sponsor’s estate in the event of a bankruptcy or insolvency of the Sponsor. If, notwithstanding the intention of the Sponsor and the Depositor, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Sponsor grants, and the parties intend that the Sponsor Grants, to the Depositor a security interest in all of the Sponsor’s right, title and interest in the Purchased Property to secure a loan in an amount equal to all amounts payable by the Sponsor under this Agreement, all amounts payable as principal or interest on the Notes, and all amounts payable as servicing fees under the Sale and Servicing Agreement, and in such event, this Agreement will constitute a security agreement under applicable law and the Depositor will have all of the rights and remedies of a secured party and creditor under the UCC.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Sponsor. The Sponsor represents and warrants to the Depositor as of the date of this Agreement and as of the Closing Date:

(a) Organization and Qualification. The Sponsor is duly incorporated and validly existing as a corporation in good standing under the laws of the State of Delaware. The Sponsor is qualified as a foreign corporation 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 Sponsor's ability to perform its obligations under this Agreement.

(b) Power, Authorization and Enforceability. The Sponsor has the power and authority to execute, deliver and perform the terms of this Agreement. The Sponsor has duly authorized the execution, delivery and performance of the terms of this Agreement. This Agreement is the legal, valid, binding and enforceable obligation of the Sponsor, 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 this Agreement, and the fulfillment of the terms of this Agreement, will not (i) conflict with or result in a 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 Sponsor is a debtor or guarantor, (ii) result in the creation or imposition of any Lien upon any of the properties or assets of the Sponsor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument, (iii) violate the Certificate of Incorporation or Bylaws of the Sponsor, or (iv) violate any law or, to the Sponsor's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor 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 Sponsor's ability to perform its obligations under this Agreement.

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

(e) Valid Security Interest. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables in favor of the Depositor, which security interest is prior to all other Liens, other than Permitted Liens, and is enforceable against all creditors of and purchasers from the Sponsor.

Section 3.2 Representations and Warranties of the Sponsor About the Receivables.The Sponsor represents and warrants to the Depositor as of the date of this Agreement and as of the Closing Date (except as otherwise specified), which representations and warranties (i) the Depositor has relied on in purchasing the Receivables and (ii) will survive the sale of the Receivables to the Depositor, the subsequent sale of the Receivables to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture:

(a) Origination of Receivables. Each Receivable (i) was originated in the United States by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and has been fully executed by the parties thereto, (ii) was purchased by the Sponsor from a Dealer and was validly assigned by such Dealer to the Sponsor, and (iii) was underwritten pursuant to the Credit and Collection Policy.

(b) Simple Interest. Each Receivable (i) provides for equal monthly payments in U.S. dollars that fully amortize the Amount Financed by its stated maturity and yield interest at the Annual Percentage Rate and (ii) applies a simple interest method of allocating a fixed payment to principal and interest, so that the portion of such payment allocated to interest is equal to the APR multiplied by the principal balance multiplied by the number of days elapsed since the preceding payment of interest was made divided by 365.

(c) Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty and requires that the Principal Balance be paid in full to prepay the contract in full.

(d) No Government Obligors. No Receivable is the obligation of the United States of America or any State or local government or from any agency, department, instrumentality or political subdivision of the United States or any State or local government.

(e) Insurance. Each Receivable requires the Obligor to obtain physical damage insurance covering the Financed Vehicle.

(f) Valid Assignment. No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale of such Receivable under this Agreement would be unlawful, void or voidable. The Sponsor has not entered into any agreement with any Obligor that prohibits, restricts or conditions the sale of the Receivables by the Sponsor.

(g) Compliance with Law. Each Receivable complied in all material respects at the time it was originated and as of the Closing Date will comply in all material respects with all requirements of federal, State, and local laws.

(h) Binding Obligation. Each Receivable is on a form contract that includes rights and remedies allowing the holder to enforce the obligation and realize on the Financed Vehicle and represents the legal, valid and binding payment obligation of the Obligor, enforceable in all material respects by the holder of the Receivable, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles and consumer protection laws.

(i) Perfected Ownership Interest in Financed Vehicle. Each Receivable is secured by a security interest in the related Financed Vehicle in favor of the Sponsor as secured party that will be a first priority, validly perfected security interest in the Financed Vehicle in favor of the Sponsor as secured party, which security interest is assignable by the Sponsor to the Depositor.

(j) Good Title. The Sponsor has not sold, assigned, pledged or Granted a security interest in or otherwise transferred any Receivable to any Person other than the Depositor. Immediately before the sale under this Agreement, the Sponsor had good and marketable title to each Receivable free and clear of any Lien other than Permitted Liens and, immediately upon the sale under this Agreement, the Depositor will have good and marketable title to each Receivable, free and clear of any Lien other than Permitted Liens.

(k) Security Interest in the Receivables.

(i) All filings (including UCC filings) necessary in any jurisdiction to give the Depositor a first priority, validly perfected ownership interest in the Receivables, to give the Issuer a first priority, validly perfected ownership interest in the Receivables and to give the Indenture Trustee a first priority perfected security interest in the Receivables, will be made within ten days after the Closing Date.

(ii) All financing statements filed or to be filed against the Sponsor in favor of the Depositor describing the Receivables sold pursuant to this Agreement contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Assignee.”

(iii) The Sponsor has not authorized the filing of and is not aware of any financing statements against the Sponsor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Agreement, by the Depositor to the Issuer under the Sale and Servicing Agreement or by the Issuer to the Indenture Trustee under the Indenture, or that has been terminated.

(l) Chattel Paper. Each Receivable constitutes either “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC and there is only one original authenticated copy of each Receivable.

(m) Servicing. As of the Cutoff Date, each Receivable has been serviced in compliance with all material requirements of federal, State and local laws, and in compliance with the Credit and Collection Policy.

(n) No Bankruptcy. As of the Cutoff Date, the Sponsor has not received actual notice that the Obligor on any Receivable is a debtor in a bankruptcy proceeding.

(o) Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the lien granted by the related Receivable in whole or in part.

(p) No Material Amendments or Modifications. No material provision of a Receivable has been affirmatively amended, except amendments and modifications that are contained in the Receivables Files. No Receivable has been amended or rewritten to extend the due date for any payment date other than in connection with a change of the monthly due date in accordance with the Credit and Collection Policy.

(q) No Defenses. To the Sponsor's knowledge, no right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any Receivable.

(r) No Payment Default. Except for payments that are not more than 30 days Delinquent as of the Cutoff Date, no payment defaults exist.

(s) Maturity of Receivables. Each Receivable has an original maturity of not greater than 72 months, provided that the first month of the Receivable may consist of up to 45 days as a result of the monthly due date selected by the Obligor in accordance with Ford Credit's policies and procedures.

(t) Scheduled Payments. Each Receivable has a first scheduled due date not later than 30 days after the Cutoff Date.

(u) Schedule of Receivables; Selection Procedures. The information in the Schedule of Receivables is true and correct in all material respects as of the Cutoff Date, and no selection procedures believed to be adverse to the Noteholders have been utilized in selecting the Receivables from those that meet the criteria specified in this Section 3.2.

(v) Other Data. The numerical data relating to the characteristics of the Receivables contained in the Prospectus are true and correct in all material respects.

Section 3.3 Repurchase of Receivables Upon Breach of Representations or Warranties by the Sponsor.

(a) If a Responsible Person of the Sponsor has actual knowledge, or receives notice from the Issuer, the Depositor or the Indenture Trustee, of a breach of a representation or warranty made by the Sponsor pursuant to Section 3.2 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period after the Responsible Person obtains actual knowledge or is notified of such breach, the Sponsor will repurchase such Receivable as of such last day (or, at the Sponsor's option, the last day of the first full Collection Period after the Responsible Person obtains actual knowledge or is notified of such breach) at a price equal to the Purchase Amount. The Sponsor will deposit or cause to be deposited into the Collection Account the Purchase Amount for any Receivable that it is repurchasing on the Business Day immediately preceding the Payment Date (or, with Rating Agency Confirmation, on such Payment Date) related to the Collection Period as of which such repurchase occurs.

(b) The sole remedy for a breach of the Sponsor's representations and warranties made in Section 3.2 is to repurchase the Receivable as set forth in 3.3(a). The Depositor will enforce the Sponsor's repurchase obligation pursuant to Section 3.3(a). None of the Servicer, the Owner Trustee, the Indenture Trustee, the Sponsor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 3.3(a).

(c) Upon the Sponsor's payment of the Purchase Amount, the Depositor will be deemed to have sold and assigned to the Sponsor, without recourse, representation or warranty except the representation that the Depositor owns the Receivable free and clear of any Liens other than Permitted Liens, all of the Depositor's right, title and interest in and to any Receivable repurchased by the Sponsor pursuant to Section 3.3(a), and all security and documents relating to such Receivable. Upon such sale, the Servicer may mark its computer records indicating that any receivable purchased pursuant to Section 3.3(a) is no longer a Receivable, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the Purchased Receivable, free from any Lien of the Depositor, the Issuer or the Indenture Trustee.

Section 3.4 Representations and Warranties of the Depositor. The Depositor represents and warrants to the Sponsor as of the date of this Agreement and as of the Closing Date:

(a) Organization and Qualification. The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires 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 Depositor's ability to perform its obligations under this Agreement.

(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 this Agreement. This Agreement is the legal, valid and binding obligation of the Depositor and 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 this Agreement, and the fulfillment of the terms of this Agreement, will not (i) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Agreement), (iii) violate the Certificate of Formation or Limited Liability Company Agreement, or (iv) violate any law or, to the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Depositor's ability to perform its obligations under this Agreement.

(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 this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (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 this Agreement or the validity or enforceability of this Agreement.

ARTICLE IV

COVENANTS OF THE SPONSOR

Section 4.1 Filing and Maintenance of Financing Statements and Security Interests.

(a) The Sponsor will file financing statements and continuation statements in the manner and place required by law to preserve, maintain and protect the interest of the Depositor in the Purchased Property. The Sponsor will deliver to the Depositor file-stamped copies of, or filing receipts for, any financing statement and continuation statement promptly upon such document becoming available following filing.

(b) The Sponsor authorizes the Depositor to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Depositor may determine are necessary or advisable to preserve, maintain and protect the interest of the Depositor in the Purchased Property. Such financing and continuation statements may describe the Purchased Property in any manner as the Depositor may reasonably determine

to ensure the perfection of the interest of the Depositor in the Purchased Property. The Depositor will deliver to the Sponsor file-stamped copies of, or filing receipts for, any financing statement and continuation statement promptly upon such document becoming available following filing.

(c) The Sponsor will give the Depositor at least 60 days' prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 of the UCC could require the filing of a new financing statement or an amendment to a previously filed financing or continuation statement and will promptly file any such new financing statement or amendment. The Sponsor will maintain its chief executive office within the United States and will maintain its jurisdiction of organization in only one State.

(d) The Sponsor will not change its name in any manner that could make any financing statement or continuation statement filed by the Depositor in accordance with Section 4.1(a) or Section 4.1(b) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor at least 5 days' prior notice of such change and promptly files appropriate amendments to all previously filed financing statements.

Section 4.2 Account Records and Computer Systems.

(a) The Sponsor will maintain accurate accounts and records for each Receivable in sufficient detail to indicate the status of such Receivable, including payments and collections made and payments owing (and the nature of each).

(b) The Sponsor will maintain its computer systems so that, from and after the Closing Date, the master computer records for the Receivables indicate clearly that each Receivable is owned by the Depositor or its assignee, which indication of ownership will not be deleted from or modified until the Receivable has been paid in full by the Obligor or repurchased by the Sponsor or the Depositor or purchased or sold by the Servicer under any Basic Document.

Section 4.3 Inspections. The Sponsor, upon receipt of reasonable prior notice, will permit the Depositor and its agents at any time during the Sponsor's normal business hours to inspect, audit and make copies of and abstracts from the Sponsor's records regarding any Receivable subject to the Sponsor's normal security and confidentiality procedures and subject to the terms and conditions of a confidentiality agreement satisfactory to the Sponsor. Nothing in this Section 4.3 will affect the obligation of the Sponsor to observe any privacy and confidentiality law prohibiting disclosures of information regarding the Obligors and the failure of the Sponsor to provide access as a result of such obligations will not constitute a breach of this Section 4.3.

Section 4.4 Treatment. The Sponsor will treat the sale of the Purchased Property contemplated by this Agreement as a sale for all purposes including financial accounting purposes (but not for tax purposes) on all of its books, records, financial statements and other documents.

Section 4.5 Accountants' Letter. The Sponsor will cause an Independent firm of certified public accountants of national reputation to deliver to the Depositor an “agreed upon

procedures” letter, dated the Closing Date with respect to the financial and statistical information contained in the Prospectus relating to the Receivables, the Sponsor’s portfolio and with respect to such other information, and in a form, as may be mutually agreed upon by the Sponsor, the Depositor and the Representatives. The letter will be addressed to the Issuer and the Representatives provided they execute any required engagement letters or other acknowledgements required such Independent firm of certified public accountants. The Sponsor will cooperate with the Depositor and such Independent firm of certified public accountants in making available all information and taking all steps reasonably necessary to permit such accountants to deliver the letter.

ARTICLE V

MISCELLANEOUS

Section 5.1 Amendment.

(a) This Agreement may be amended by the Depositor and the Sponsor, with prior notice to the Rating Agencies, for any purpose if either (i) the Depositor or the Sponsor delivers an Opinion of Counsel to the Issuer, the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to them, to the effect that such amendment will not adversely affect the interests of the Noteholders in any material respect or (ii) the consent of the Noteholders of at least a majority of the Note Balance of each Class of Notes Outstanding adversely affected in any material respect is obtained (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b) If the consent of the Noteholders is required, they do not need to approve the particular form of any proposed amendment so long as their consent approves the substance of the proposed amendment.

(c) Promptly upon the execution of any amendment in accordance with this Section 5.1, the Sponsor will send a copy of such amendment to the Indenture Trustee and each Rating Agency.

Section 5.2 Notices. 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:

(i) upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, 3 days after deposit in the mail,

(ii) in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient,

(iii) in the case of an email, when receipt is confirmed by telephone or reply email from the recipient, and

(b) 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 5.3 Costs and Expenses. The Sponsor will pay all expenses incurred in the performance of its obligations under this Agreement and all reasonable out-of-pocket costs and expenses of the Depositor in connection with the perfection against third parties of the Depositor's right, title and interest in and to the Purchased Property and the enforcement of any obligation of the Sponsor under this Agreement.

Section 5.4 Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties to this Agreement. The Issuer and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Sponsor. Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 5.5 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.6 Submission to Jurisdiction. The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 5.7 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 5.8 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.

Section 5.9 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 5.10 Headings. The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 5.11 No Waiver; Cumulative Remedies. No failure or delay of the Depositor in exercising any power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any power, right or remedy precludes any other or further exercise of such power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies provided in this Agreement are in addition to any powers, rights and remedies provided by law.

EXECUTED BY:
	FORD MOTOR CREDIT COMPANY,
	as Sponsor


	By:	/s/ D. M. Brandi
		Name: D. M. Brandi
		Title: Assistant Treasurer


	FORD CREDIT AUTO RECEIVABLES TWO LLC,
	as Depositor


	By:	/s/ Susan J. Thomas
		Name: Susan J. Thomas
		Title: Secretary

EXHIBIT A

Schedule of Receivables

Delivered to Depositor on CD-ROM at Closing

A-1

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