8-K

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):

November 26, 2013

Ford Credit Auto Owner Trust 2013-D

(Issuer of the notes)

Ford Credit Auto Receivables Two LLC

(Depositor)

Ford Motor Credit Company LLC

(Exact name of Sponsor as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-189385-01	38-0549190
(Commission File Number)	(IRS Employer Identification No.)
c/o Ford Credit SPE Management Office c/o Ford Motor Credit Company LLC c/o Ford Motor Company World Headquarters, Suite 801-C1 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:

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

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 1.01Entry into a Material Definitive Agreement.

In connection with the issuance by Ford Credit Auto Owner Trust 2013-D (the “Trust”) of the asset backed securities (the “Notes”) described in the Prospectus Supplement, dated November 19, 2013 (the “Prospectus Supplement”), and the Base Prospectus, dated November 18, 2013 (the “Base Prospectus” and, together with the Prospectus Supplement, the “Prospectus”), which were filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2) by Ford Credit Auto Receivables Two LLC, as registrant (the “Registrant”), the Registrant and/or the Trust have entered into the agreements listed in Item 9.01(d) below (such agreements, the “Transaction Documents”) the Transaction Documents are described more fully in the Prospectus.

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes, the forms of which were filed as exhibits to the Registration Statement.

Item 9.01.Financial Statements, Pro Forma Financial Information and Exhibits.

(a)Not applicable

(b)Not applicable

(c)Not applicable

(d)Exhibits:

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of November 1, 2013, between the Trust and The Bank of New York Mellon, as Indenture Trustee.
Exhibit 4.2	Second Amended and Restated Trust Agreement, dated as of November 1, 2013, between the Registrant and U.S. Bank Trust National Association, as Owner Trustee.
Exhibit 99.1	Sale and Servicing Agreement, dated as of November 1, 2013, among Ford Motor Credit Company LLC, as Servicer, the Registrant and the Trust.
Exhibit 99.2	Purchase Agreement, dated as of November 1, 2013, between Ford Motor Credit Company LLC and the Registrant.
Exhibit 99.3	Administration Agreement, dated as of November 1, 2013, among Ford Motor Credit Company LLC, The Bank of New York Mellon and the Trust.
Exhibit 99.4	Account Control Agreement, dated as of November 1, 2013, between The Bank of New York Mellon and the Trust.

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SIGNATURES

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 2013-D
	By: FORD MOTOR CREDIT COMPANY LLC, as Servicer
	By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
Dated: November 26, 2013

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of November 1, 2013, between the Trust and The Bank of New York Mellon, as Indenture Trustee.
Exhibit 4.2	Second Amended and Restated Trust Agreement, dated as of November 1, 2013, between the Registrant and U.S. Bank Trust National Association, as Owner Trustee.
Exhibit 99.1	Sale and Servicing Agreement, dated as of November 1, 2013, among Ford Motor Credit Company LLC, as Servicer, the Registrant and the Trust.
Exhibit 99.2	Purchase Agreement, dated as of November 1, 2013, between Ford Motor Credit Company LLC and the Registrant.
Exhibit 99.3	Administration Agreement, dated as of November 1, 2013, among Ford Motor Credit Company LLC, The Bank of New York Mellon and the Trust.
Exhibit 99.4	Account Control Agreement, dated as of November 1, 2013, between The Bank of New York Mellon and the Trust.

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EX-4.1

Exhibit 4.1

INDENTURE

between

FORD CREDIT AUTO OWNER TRUST 2013-D,
as Issuer

and

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

Dated as of November 1, 2013

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS			1
	Section 1.1.	Usage and Definitions	1
	Section 1.2.	Incorporation by Reference of Trust Indenture Act	1
ARTICLE II THE NOTES			2
	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	6
	Section 2.6.	Persons Deemed Owners	7
	Section 2.7.	Payment of Principal and Interest	7
	Section 2.8.	Cancellation	7
	Section 2.9.	Release of Collateral	8
	Section 2.10.	Book-Entry Notes	8
	Section 2.11.	Definitive Notes	9
	Section 2.12.	Authenticating Agents	9
	Section 2.13.	Note Paying Agents	10
ARTICLE III COVENANTS AND REPRESENTATIONS			10
	Section 3.1.	Payment of Principal and Interest	10
	Section 3.2.	Maintenance of Office or Agency	10
	Section 3.3.	Money for Payments To Be Held in Trust	10
	Section 3.4.	Existence	12
	Section 3.5.	Protection of Collateral	12
	Section 3.6.	Performance of Obligations; Servicing of Receivables	13
	Section 3.7.	Negative Covenants	13
	Section 3.8.	Opinions as to Collateral	14
	Section 3.9.	Annual Statement as to Compliance	14
	Section 3.10.	Consolidation and Merger; Sale of Assets	15
	Section 3.11.	Successor or Transferee	15
	Section 3.12.	No Other Activities	16
	Section 3.13.	Further Instruments and Acts	16
	Section 3.14.	Restricted Payments	16
	Section 3.15.	Notice of Events of Default	16
	Section 3.16.	Representations and Warranties of the Issuer as to Security Interest	16
	Section 3.17.	Audits of the Issuer	17
	Section 3.18.	Representations and Warranties of the Issuer	18
ARTICLE IV SATISFACTION AND DISCHARGE			19
	Section 4.1.	Satisfaction and Discharge of Indenture	19
ARTICLE V REMEDIES			19
	Section 5.1.	Events of Default	19
	Section 5.2.	Acceleration of Maturity; Rescission	20
	Section 5.3.	Collection of Indebtedness by the Indenture Trustee	21
	Section 5.4.	Trustee May File Proofs of Claim	21

	Section 5.5.	Trustee May Enforce Claims Without Possession of Notes	22
	Section 5.6.	Remedies; Priorities	22
	Section 5.7.	Optional Preservation of the Collateral	24
	Section 5.8.	Limitation on Suits	24
	Section 5.9.	Unconditional Rights of Noteholders to Receive Principal and Interest	25
	Section 5.10.	Restoration of Rights and Remedies	25
	Section 5.11.	Rights and Remedies Cumulative	25
	Section 5.12.	Delay or Omission Not a Waiver	25
	Section 5.13.	Control by Noteholders	26
	Section 5.14.	Waiver of Defaults and Events of Default	26
	Section 5.15.	Undertaking for Costs	26
	Section 5.16.	Waiver of Stay or Extension Laws	27
	Section 5.17.	Performance and Enforcement of Certain Obligations	27
ARTICLE VI THE INDENTURE TRUSTEE			27
	Section 6.1.	Duties of Indenture Trustee	27
	Section 6.2.	Rights of Indenture Trustee	29
	Section 6.3.	Individual Rights of Indenture Trustee	30
	Section 6.4.	Indenture Trustee’s Disclaimer	30
	Section 6.5.	Notice of Defaults	30
	Section 6.6.	Reports by Indenture Trustee	30
	Section 6.7.	Compensation and Indemnity	32
	Section 6.8.	Replacement of Indenture Trustee	33
	Section 6.9.	Successor Indenture Trustee by Merger	34
	Section 6.10.	Appointment of Separate Indenture Trustee or Co-Indenture Trustee	34
	Section 6.11.	Eligibility; Disqualification	35
	Section 6.12.	Preferential Collection of Claims Against Issuer	36
	Section 6.13.	Audits of the Indenture Trustee	36
	Section 6.14.	Representations and Warranties of the Indenture Trustee	37
	Section 6.15.	Duty to Update Disclosure	38
	Section 6.16.	Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties	38
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS			39
	Section 7.1.	Names and Addresses of Noteholders	39
	Section 7.2.	Preservation of Information; Communications to Noteholders	39
	Section 7.3.	Reports by Issuer	39
	Section 7.4.	Reports by Indenture Trustee	40
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES			40
	Section 8.1.	Collection of Money	40
	Section 8.2.	Trust Accounts; Distributions and Disbursements	40
	Section 8.3.	General Provisions Regarding Bank Accounts	44
	Section 8.4.	Release of Collateral	44
ARTICLE IX SUPPLEMENTAL INDENTURES			45
	Section 9.1.	Supplemental Indentures Without Consent of Noteholders	45

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	Section 9.2.	Supplemental Indentures with Consent of Noteholders	47
	Section 9.3.	Execution of Supplemental Indentures	47
	Section 9.4.	Effect of Supplemental Indenture	48
	Section 9.5.	Conformity with Trust Indenture Act	48
	Section 9.6.	Reference in Notes to Supplemental Indentures	48
ARTICLE X REDEMPTION OF NOTES			48
	Section 10.1.	Redemption	48
ARTICLE XI MISCELLANEOUS			49
	Section 11.1.	Compliance Certificates and Opinions	49
	Section 11.2.	Form of Documents Delivered to Indenture Trustee	51
	Section 11.3.	Acts of Noteholders	51
	Section 11.4.	Notices to Indenture Trustee, Issuer and Rating Agencies	52
	Section 11.5.	Notices to Noteholders; Waiver	52
	Section 11.6.	Conflict with Trust Indenture Act	53
	Section 11.7.	Benefits of Indenture	53
	Section 11.8.	GOVERNING LAW	53
	Section 11.9.	Submission to Jurisdiction	53
	Section 11.10.	WAIVER OF JURY TRIAL	53
	Section 11.11.	Severability	54
	Section 11.12.	Counterparts	54
	Section 11.13.	Headings	54
	Section 11.14.	Issuer Obligation	54
	Section 11.15.	Subordination of Claims against the Depositor	54
	Section 11.16.	No Petition	55
Exhibit A		Form of Class A Note	A-1
Exhibit B		Form of Class B / C / D Note	B-1
Schedule A		Schedule of Receivables	SA-1

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INDENTURE, dated as of November 1, 2013 (this “Indenture”), between FORD CREDIT AUTO OWNER TRUST 2013-D, a Delaware statutory trust, as Issuer, and THE BANK OF NEW YORK MELLON, 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) compliance by the Issuer with the provisions of this Indenture 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 so that the interests of the Secured Parties may be adequately and effectively protected.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Indenture are defined in Appendix A to the Sale and Servicing Agreement, dated as of November 1, 2013, among Ford Credit Auto Owner Trust 2013-D, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this 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; and

“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 Responsible Person of the Issuer executing such Notes, as evidenced by their execution of such Notes.  The physical Notes will be produced by any method as determined by the Responsible Person of the Issuer 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 and Exhibit B 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	0.24000	%	$	347,900,000
Class A-2 Notes	0.45	%	$	467,100,000
Class A-3 Notes	0.67	%	$	471,600,000
Class A-4 Notes	1.11	%	$	110,200,000
Class B Notes	1.54	%	$	44,110,000
Class C Notes	1.72	%	$	29,410,000
Class D Notes	2.32	%	$	29,410,000

(c)The Notes will initially be issued as Book-Entry Notes.  The Notes, except for the Class A-1 Notes, will be issuable in minimum denominations of $1,000 and in multiples of $1,000.  The Class A-1 Notes will be issuable in minimum denominations of $100,000 and in multiples of $1,000 in excess of $100,000.  Notwithstanding the foregoing, one Note of each

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Class may fail to be in the applicable minimum denomination due to the difference between such minimum denomination requirement and the initial Note Balance of the Notes.

(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 Notes that are owned or beneficially owned by a Person other than Ford Credit or its Affiliates will be indebtedness of the Issuer, secured by the Collateral, for U.S. federal, State and local income 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 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.

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(e)Every Note presented or surrendered for registration of transfer or exchange will be (i) duly endorsed by, or 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 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 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 A-1 Notes and the Class D Notes (the “Rule 144A 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 Rule 144A Notes under the Securities Act or any State 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 Rule 144A Note without registration.  The Issuer, at the direction of the Depositor or the Administrator, may elect to register, or cause the registration of, the Rule 144A Notes under the Securities Act and any applicable State securities law, in which case the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Registrar such Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect such registration.

(i)Until such time as the Rule 144A Notes have been registered under the Securities Act and any applicable State securities law pursuant to Section 2.4(h), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or otherwise disposed of (any such act, a “ Rule 144A Note Transfer”) to any Person except in accordance with the provisions of this Section 2.4, and any purported Rule 144A Note Transfer in violation of this Section 2.4 will be null and void (a “Void Rule 144A Note Transfer”).

(j)Each Rule 144A Note will bear the legend contained in Exhibit A 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 Rule 144A Note Transfer, the prospective transferee of such Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following:

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(i)It understands that the Rule 144A Notes have not been and will not be registered under the Securities Act or any State or other applicable securities or “blue sky” law.

(ii)It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “QIB”).

(iii)It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring such Rule 144A Notes or any interest or participation in the Rule 144A Notes for the account of another QIB, such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring such Rule 144A Notes or any interest or participation in the Rule 144A Notes for its own account or for the account of another QIB.

(iv)It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to offer, transfer, assign, participate, pledge or otherwise dispose of such Rule 144A Notes in connection with any distribution of such Rule 144A Notes that would violate the Securities Act.

(k)By acceptance of any Rule 144A Note, the Rule 144A Noteholder specifically agrees with and represents to the Depositor, the Issuer and the Note Registrar, that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of such Rule 144A Note in accordance with Section 2.4(h), (ii) such Rule 144A Note Transfer is to the Depositor or its Affiliates or (iii) such Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because such Rule 144A Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that such Rule 144A Note Transfer is being made in reliance upon Rule 144A under the Securities Act.

(l)The Administrator will make available to the prospective transferor and transferee of a Rule 144A 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 Rule 144A 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 Administrator in order to comply with requests for information pursuant to Rule 144A.

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(m)Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or any Similar Law, by accepting a beneficial interest in a Note, is deemed to represent that its purchase, holding and disposition of such beneficial interest does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to any Similar Law, such purchase, holding and disposition does not constitute and will not result in a violation of such Similar Law).

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)This Section 2.5 is exclusive and precludes (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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Section 2.6.Persons Deemed Owners.  On any date, 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 be affected by 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 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) 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, 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 Definitive Notes will be paid to the Registered Noteholder (i) if such Noteholder has provided to the Note Registrar appropriate instructions at least five 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 five 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 earlier of its applicable Final Scheduled Payment Date and the Redemption Date.  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).

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

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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 Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be issued as Book-Entry Notes on the Closing Date.  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 this Section 2.10 conflicts with any other provisions of this Indenture, 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 (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 (or the Controlling Class) and has delivered such instructions to the Indenture Trustee.

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Section 2.11.Definitive Notes.  With respect to any Class or Classes of Book-Entry Notes, if (a) the Administrator notifies 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, (b) the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (c) after the occurrence of an Event of Default or a Servicer Termination Event, so long as any Book-Entry Notes are Outstanding, Note Owners of a majority of the Note Balance 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, upon Issuer Request, 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, 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 or 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.

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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 with respect to any Notes 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 for payments on the Notes may be paid over to or at the direction of the Issuer, except as provided in this Section 3.3.

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(b)The Indenture Trustee (including, if applicable, in its capacity as Note Paying Agent) will, and 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 with respect to 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 terms 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 two 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

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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 (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to:

(A)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;

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

(C)enforce any of the Collateral; or

(D)preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in the 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 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 (including describing the Collateral as “all assets” of the Issuer).  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.

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(c)The Indenture Trustee is under no obligation (i) 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 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

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 commercially reasonable 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 Transaction 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 Transaction Documents and in the instruments and agreements included in the Collateral.

(d)Servicer Termination Event.  If the Issuer has actual knowledge of the occurrence of a Servicer Termination Event, 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 a Servicer Termination Event 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.

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

(a)except as permitted by any Transaction Document, sell, transfer, exchange or otherwise dispose of any portion of 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;

(c)dissolve or liquidate in whole or in part;

(d)permit (i) 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,

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or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except in each case as permitted by this Indenture, (ii) any Lien other than Permitted Liens to be created on or extend to or otherwise arise upon or burden the Collateral or (iii) 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 Transaction Document, amend, modify, waive, supplement, terminate or surrender the terms of any Collateral or any of the Transaction Documents without the consent of the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Notes and upon notice by the Issuer to the Rating Agencies.

Section 3.8.Opinions as to Collateral.

(a)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) stating 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.

(b)On the Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel stating that this Indenture and all financing statements have 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.

(c)On or before April 30 of each year, beginning in the year after the Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either stating 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 and all financing statements and continuation statements, as is necessary to maintain the Lien of this Indenture, and reciting the details of such action, or stating 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 year, beginning in the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Issuer, stating that (a) a review of the Issuer’s activities and of its performance under this Indenture during the preceding year has been made under such Responsible Person’s supervision and (b) to such Responsible Person’s knowledge, based on such review, the Issuer has complied in all material respects with all of its conditions and covenants under this Indenture throughout the preceding year or, if there has been a failure to comply in any material respect, specifying each such failure known to such Responsible Person and the nature and status of such failure.  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.

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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 such 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 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 such 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)the Rating Agency Condition has been satisfied 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) stating 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 stating 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

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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 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 Trust Property in the manner contemplated by the Transaction Documents and activities incidental to such activities.

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 Noteholders, the Depositor and the holders of the Residual Interest to the extent contemplated by the Transaction 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 Transaction Documents.

Section 3.15.Notice of Events of Default.  The Issuer will notify the Indenture Trustee, the Servicer and the Rating Agencies within five Business Days after a Responsible Person of the Issuer has 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)The Sponsor has represented that it has commenced procedures that will result in the perfection of a first priority security interest against each Obligor in the Financed Vehicles.

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(c)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.

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

(e)The Issuer has caused, or will cause within ten 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.

(f)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.

(g)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 portion 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 portion 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.

(h)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.

(i)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 purchase of or grant of a security interest in any collateral described in this financing statement will violate the rights of the Secured Parties.”

The representations and warranties in this Section 3.16, (i) will survive the termination of this Indenture and (ii) may not be waived by the Indenture Trustee.

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

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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 this Indenture or the Notes (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Indenture or (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 of this Indenture or the Notes.

(e)Investment Company Act.  The Issuer is not an “investment company” as defined in the Investment Company Act.

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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, in form and substance reasonably satisfactory to the Indenture Trustee, acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:

(i)either (A) all Notes that have been authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (2) Notes for which payment money has been deposited in trust or segregated and held in trust by the Issuer and subsequently repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation or (B) all Notes not delivered to the Indenture Trustee for cancellation have become due and payable and the Issuer has deposited or caused to be deposited with the Indenture Trustee funds in trust in an amount sufficient to pay and discharge the outstanding principal amount of such Notes and interest accrued on such Notes on the Redemption Date;

(ii)the Issuer has paid or caused to be paid all other sums payable by it under the Transaction Documents; and

(iii)the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.1.

(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) the obligations of the Indenture Trustee and the Note Paying Agent under Section 3.3, (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 two 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 Responsible Person stating that all Noteholders have been paid in full.

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”):

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(i)failure to pay interest due on any Note of the Controlling Class when the same becomes payable on each Payment Date, and such failure continues for a period of five 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 five 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 deliver a copy of such notice to each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account.

(c)The Indenture Trustee will notify the Noteholders within five Business Days after a Responsible Person of the Indenture Trustee has actual knowledge of the occurrence of an Event of Default.

Section 5.2.Acceleration of Maturity; Rescission.

(a)If an Event of Default occurs and is continuing, the Indenture Trustee or the Noteholders of 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 described 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 and each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account.

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(b)The Noteholders of a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration 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 (A) pay all principal of and interest on the Notes and all other amounts that would then be due under this Indenture or upon the Notes if the Event of Default giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture Trustee under Section 6.7 and (C) pay all other outstanding fees and expenses of the Issuer; and

(ii)all Events of Default, other than the non-payment 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 final judgment, and may enforce the same against the Issuer and collect the monies adjudged to be payable in the manner provided by law out of the Collateral.

Section 5.4.Trustee May File Proofs of Claim.

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

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(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 and any 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 to make payments to the Indenture Trustee, and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, 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 any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder 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) and the declaration of acceleration has not been rescinded in accordance with Section 5.2(b), the Indenture Trustee may do one or more of the following (subject to Section 5.7), and will upon direction by the Noteholders of a majority of the Note Balance 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

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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 and the Noteholders; and

(iv)sell or otherwise liquidate all 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 and the Depositor of any sale or liquidation pursuant to Section 5.6(a)(iv) at least 15 days before such sale or liquidation.  Any Noteholder, the Depositor or the Servicer 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:

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

(B)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 Notes;

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

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

(B)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 Notes; or

(C)the Indenture Trustee (1) determines (but will have no obligation to make such determination) that the Collateral will not continue to provide sufficient funds for the payment of all amounts owed to the Secured Parties, as those payments would have become due if the Notes had not been declared due and payable and (2) obtains the

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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)(B), (iii)(B) or (iii)(C)(1) 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 an Event of Default and an acceleration of the Notes, 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 the declaration has not been rescinded 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 derived from the Collateral for the payment of principal of and interest on the Notes.  The Indenture Trustee will take such intention into account when determining whether or not to maintain possession of all or any portion of the Collateral.  In determining whether to maintain possession of all or any portion 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 on 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

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(v)the Noteholders of 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 provision 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) in accordance with the provisions of this Indenture and of the other Transaction Documents 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 subsequently 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 in the future 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 of the Collateral.

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

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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 Noteholders.  The Noteholders of 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; provided that:

(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 the 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 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 a majority of the Note Balance of the Controlling Class may waive any Default or Event of Default, 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.  The 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 Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such

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Proceeding.  This Section 5.15 will not apply to (a) any Proceeding instituted by the Indenture Trustee, (b) any Proceeding instituted by any Noteholder or group of Noteholders holding more than 10% of the Note Balance of the Notes (or in the case of a Proceeding 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 Proceeding 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 (A) the Depositor and the Servicer of their obligations to the Issuer under the Sale and Servicing Agreement or (B) the Depositor and Ford Credit of their obligations under 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.

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.

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(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 or negligence 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 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 this Indenture or a direction received by it pursuant to Sections 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.

(h)The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Indenture Trustee in each of its capacities under this Indenture and the other Transaction Documents.

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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 which 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) 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.

(g)The Indenture Trustee will not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, but the Indenture Trustee will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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(h)The Indenture Trustee will not be responsible or liable for special, indirect or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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, Authenticating Agent, 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 of a Responsible Person of the Indenture Trustee obtaining actual knowledge of, or receiving notice of, any Default under this Indenture, 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 a Responsible Person of the Indenture Trustee has obtained actual knowledge of, or has received notice 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, only if such Noteholder is not an Affiliate of Ford Credit (which delivery may be made by making such information available to the Noteholders through the Indenture Trustee’s website, which initially is located at https://gctinvestorreporting.bnymellon.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, only if such Noteholder is not an Affiliate of Ford Credit (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 such report available to the Noteholders through the Indenture Trustee’s website, which initially is located at https://gctinvestorreporting.bnymellon.com).

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(c)If required by Regulation AB and requested by the Depositor or the Servicer, the Indenture Trustee will deliver to the Administrator, the Issuer and the Servicer on or before March 1 of each year, beginning in the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Indenture Trustee (i) stating that (A) a review of the Indenture Trustee’s activities during the preceding year and of its performance under this Indenture has been made under such Responsible Person’s supervision and (B) 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 the preceding year or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such Responsible Person and the nature and status of such failure and (ii) certifying to matters related to the Indenture Trustee as required under Form 10-K under the Exchange Act.

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

(i)deliver to the Administrator, the Issuer and the Servicer, a report on its assessment of compliance with the minimum servicing criteria described in Items 1122(d)(2)(i), (2)(ii), (2)(iv), (2)(v), (3)(ii) (with respect to remittances only) and (3)(iv) of Regulation AB (the “Applicable Servicing Criteria”) during the preceding 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.  Such report on assessment will be addressed to the board of directors of the Servicer and to the Administrator and the Issuer; and

(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 Administrator, the Issuer and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with the Applicable Servicing Criteria with respect to the prior year.  Such attestation report 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 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.

The reports referred to in this Section 6.6(d) will be delivered on before March 1 of each year, beginning in the year after the Closing Date, in a format suitable for filing with the Securities and Exchange Commission on EDGAR, beginning in the year after the Closing Date.

(e)Each of the parties agrees that (i) the obligations of the parties under Sections 6.6(c) and (d) will be interpreted in such a manner as to accomplish compliance with Regulation AB and (ii) the parties’ obligations under Sections 6.6(c) and (d) will be deemed to be supplemented and modified as necessary to be consistent with any such amendments, interpretive guidance provided by the Securities and Exchange Commission or its staff or established market practice among participants in the asset-backed securities markets in respect of the requirements of Regulation AB, and the parties will comply with reasonable requests

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made by the Depositor, the Servicer or the Indenture Trustee in good faith for delivery of additional or different information required to comply with the provisions of Regulation AB.

If the parties to this Indenture determine to further clarify or amend Sections 6.6(c) or (d), this Indenture may be amended to reflect the new agreement between the parties covering matters in Sections 6.6(c) or (d) pursuant to Section 9.1(a), which amendment will not require the delivery of any Opinions of Counsel or satisfaction of the Rating Agency Condition.

Section 6.7.Compensation and Indemnity.

(a)The Issuer will, or will cause the Administrator to, 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, or will cause the Administrator to, 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 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 out of 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, that neither the Issuer nor the Administrator has been materially prejudiced by such failure to so notify and notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of such 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

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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 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 the Bankruptcy 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 a majority of the 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; or

(iii)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 deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Administrator.  Upon delivery of such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the 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 Sections 6.7 and 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 Secured Parties.

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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 a majority of the 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 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 Person, the resulting, surviving or transferee Person will be the successor Indenture Trustee so long as such Person is otherwise qualified and eligible under Section 6.11.  The Indenture Trustee will promptly notify the Servicer and the Issuer (who will notify 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 portion of the Collateral may at the time be located, after delivering 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 portion of the Collateral, and to vest in such Persons, in such capacity and for the benefit of the Secured Parties, such title to all or any portion 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 the Secured Parties 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

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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 all 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 ten days after the Indenture Trustee fails to satisfy any of the requirements set forth in this Section 6.11(a) or ceases to be a Qualified Institution, 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

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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(c) 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 Issuer, 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

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employees.  Each of the Issuer, 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 Issuer, 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 two 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 Transaction 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 of 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

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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 Transaction Documents or (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 and is a Qualified Institution.  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 Mellon that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or (ii) the Depositor reasonably requests of the Indenture Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five 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 five 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 Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two 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 five days of a Responsible Person of the Indenture Trustee becoming aware thereof.

Section 6.16.Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties.  The Indenture Trustee will (a) notify the Sponsor, the Depositor and the Servicer, as soon as practicable and in any event within five Business Days, of all demands or requests received by a Responsible Person of the Indenture Trustee for the repurchase of any Receivable pursuant to Section 3.3 of the Purchase Agreement or Section 2.4 of the Sale and Servicing Agreement, (b) promptly upon request by the Sponsor, the Depositor or the Servicer, provide to them any other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB and (c) if requested by Ford Credit, the Depositor or the Servicer, provide a written certification no later than 15 days following the end of any quarter or year that the Indenture Trustee has not received any repurchase demands for such period, or if repurchase

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demands have been received during such period, that the Indenture Trustee has provided all the information reasonably requested under clause (b) above.  In no event will the Indenture Trustee or the Issuer have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

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 five 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 ten 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 ten 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.

(c)The Issuer, the Indenture Trustee and the Note Registrar will have the protection of Section 312(c) of the TIA.

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

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(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)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).

(c)Unless the Issuer otherwise determines, the fiscal year of the Issuer will be the calendar year.

Section 7.4.Reports by Indenture Trustee.

(a)Within 90 days after each April 15, beginning in the year after the Closing Date, 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.  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, and will make deposits to, and distributions from, the Bank Accounts, as provided in this Indenture and the Sale and Servicing Agreement.

Section 8.2.Trust Accounts; Distributions and Disbursements.

(a)On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank 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.

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(c)On each Payment Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will withdraw from the Collection Account and make deposits and payments, to the extent of Available Funds in the Collection Account with respect to such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified):

(i)first, to the payment of all amounts, including indemnities, then due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents, in each case, 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 Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date;

(iv)fourth, to the Principal Payment Account, the First Priority Principal Payment;

(v)fifth, to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B Notes;

(vi)sixth, to the Principal Payment Account, the Second Priority Principal Payment;

(vii)seventh, to the Noteholders of Class C Notes, the Accrued Note Interest for the Class C Notes;

(viii)eighth, to the Principal Payment Account, the Third Priority Principal Payment;

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

(x)tenth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance, unless such Payment Date is on or after the Final Scheduled Payment Date for the Class D Notes;

(xi)eleventh, to the Principal Payment Account, the Regular Principal Payment;

(xii)twelfth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee and any expenses of the Issuer, in each case, to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and

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(xiii)thirteenth, 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 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 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 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 Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes has been reduced to zero;

(iii)third, to the Noteholders of 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 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 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 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 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 in the Principal Payment Account.

(e)Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated following an Event of Default, then on each Payment Date following the Collection Period during which such acceleration 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 in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (pro rata to the Persons within each priority level based on the amounts due except as otherwise specified):

(i)first, to the payment of all amounts, including indemnities, due to the Indenture Trustee, the Owner Trustee and any expenses of the Issuer incurred in accordance with the Transaction Documents;

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

(iii)third, to the Noteholders of Class A Notes, the aggregate Accrued Note Interest for the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the end of the preceding Payment Date;

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

(v)fifth, to the Noteholders of Class A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced to zero;

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

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

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

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

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

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

(xii)twelfth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes;

(xiii)thirteenth, to the Noteholders of Class D Notes in payment of principal until the Note Balance of the Class D Notes is reduced to zero; 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 remaining money or property.

(f)Each of (i) the subordination of interest payments to the Noteholders of the Class B Notes to the payment of any First Priority Principal Payment 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 any Second Priority Principal Payment 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 any Third Priority Principal Payment 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.

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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 (unless such Qualified Institution is also the Indenture Trustee) and will not be liable for the actions or inactions of any Qualified Institution (unless such Qualified Institution is also the Indenture Trustee).

(b)A Responsible Person of the Indenture Trustee will notify the Qualified 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 may, and when required by this Indenture will, release property from the Lien of this Indenture, in each case, in accordance with this Indenture.  Except as otherwise set forth in Sections 8.4(b), 8.4(c) and 10.1(c), 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 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.

(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.

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(c)The Indenture Trustee, at such time as there are no Notes Outstanding and all sums due from the Issuer to the Indenture Trustee pursuant to Section 6.7 have been paid in full, or as otherwise contemplated by Section 10.1, 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 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(c) 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.

(d)Upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the requirements of Section 11.1, the Indenture Trustee will execute any and all instruments reasonably requested of it and authorize the filing of termination statements to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, to effect the release of the Collateral permitted by this Section 8.4 and Section 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.

ARTICLE IX
SUPPLEMENTAL INDENTURES

Section 9.1.Supplemental Indentures Without Consent of Noteholders.

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

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are not inconsistent with the provisions of this Indenture so long as such action does not materially adversely affect the interests of the Noteholders;

(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; or

(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.

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 stating 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 stating 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;

(iii)the Rating Agency Condition has been satisfied with respect to such amendment; and

(iv)with respect to the issuance of additional securities only, (A) payments of interest and principal on such additional securities on each Payment Date will be subordinate to payments of interest and principal on the Notes and (B) either (1) such additional securities are registered under the Securities Act or (2) the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that the offer, sale and delivery of such additional securities do not require registration under the Securities Act.

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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 and with prior notice by the Issuer to the Rating Agencies, 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 if the Issuer delivers an Opinion of Counsel to the Indenture Trustee stating that such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Outstanding Note adversely affected by such supplemental indenture, will:

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

(B)change (1) the Final Scheduled Payment Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes may be redeemed, (4) 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 (5) the right of Noteholders to institute Proceedings to enforce this Indenture;

(C)modify the percentage of the Note Balance of the Notes or the Controlling Class required for any action;

(D)modify or alter (1) the second proviso to the definition of “Outstanding” or (2) the definition of “Controlling Class”;

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

(F)permit the creation of any Lien ranking prior or equal to the Lien of this Indenture with respect to any portion of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any portion 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

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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 stating 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:

(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

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(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 (or, with satisfaction of the Rating Agency Condition, on 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 will release the Collateral from the Lien of this Indenture and release to the Issuer or any other Person entitled to any funds then in the Bank Accounts under this Indenture in accordance with Section 8.4(c).

ARTICLE XI
MISCELLANEOUS

Section 11.1.Compliance Certificates and Opinions.

(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) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent have been complied with 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 order 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;

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(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 stating the opinion of each Responsible 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 year, as set forth in the certificates delivered pursuant to Section 11.1(c)(i)(A), is 10% or more of the Note Balance of the Notes, 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.

(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 Responsible 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 Responsible 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(d), or securities released from the Lien of this Indenture since the commencement of the then-current 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, 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.

(d)Notwithstanding Sections 2.9, 8.4 or 10.1 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, (i) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles in the ordinary course of its business provided that all Collections, Recoveries and related amounts and proceeds of such dispositions are applied in accordance with the provisions of this Indenture and (ii) make cash payments out of the Bank Accounts, in each case, as and to the extent permitted or required by the Transaction Documents.

(e)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) 

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and 314(d)(1) of the TIA, the Indenture Trustee will release property from the Lien of this Indenture only in accordance with the Transaction 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 Responsible Person 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 the 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.

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Section 11.4.Notices 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, three days after deposit in the mail;

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

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

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) 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 (i) in the case of Definitive Notes, 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 or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  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 and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each case, 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.

52

(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 with rights to payments or distributions under this Indenture, and any other Person with an ownership interest in any portion of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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 in the future 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.

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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 instrument.

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.Issuer 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 (a) the Indenture Trustee or the Owner Trustee each in its individual capacity, (b) any holder of a beneficial interest in the Issuer, (c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity or (d) 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 11.15.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

54

Noteholder and each Note Owner further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.15 and this Section 11.15 may be enforced by an action for specific performance.

(b)This Section 11.15 is for the third party benefit of those entitled to rely on this Section 11.15 and will survive the termination of this Indenture.

Section 11.16.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 one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor and (b) the Notes, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer, respectively, 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 Transaction Documents.  This Section 11.16 will survive the resignation or removal of the Indenture Trustee under this Indenture and the termination of this Indenture.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT AUTO OWNER TRUST 2013-D,
	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 2013-D
By:	/s/ Annette Morgan
	Name: Annette Morgan
	Title: Assistant Vice President
THE BANK OF NEW YORK MELLON,
	not in its individual capacity but solely as Indenture Trustee
By:	/s/ Esther Antoine
	Name: Esther Antoine
	Title: Vice President

[Signature Page to Indenture]

Exhibit A

Form of Class A 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.

[Class A-1 Notes Only: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER OF THIS NOTE (OR OF A BENEFICIAL INTEREST IN THIS NOTE), BY PURCHASING THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE), AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE) MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) 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 144A (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 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.]

EACH HOLDER OF THIS NOTE (OR OF A BENEFICIAL INTEREST IN THIS NOTE) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (A “SIMILAR LAW”), BY ACCEPTING THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE), IS DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE) DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED

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TRANSACTION RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, SUCH PURCHASE, HOLDING OR DISPOSITION DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF SUCH SIMILAR LAW).

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	$[                      ]
No. R-1		CUSIP NO. [                  ]

FORD CREDIT AUTO OWNER TRUST 2013-D

CLASS A-[    ] [      %] ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2013-D, 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 [                                ] DOLLARS payable on the fifteenth day of each month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in [                    ] (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class A-[    ] Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class A-[    ] Notes pursuant to Section 3.1 of the Indenture, dated as of [                    ] (the “Indenture”), between the Issuer and The Bank of New York Mellon, 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 [                    ] Payment Date (the “Class A-[    ] 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-[    ] 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 [15th day of the month preceding each Payment Date][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 [the 15th day of the month in which such Payment Date occurs][such Payment Date].  Interest will be computed on the basis of [actual days elapsed and] a 360-day year [of twelve 30 day months].

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-[    ] [      %] Asset Backed Notes (the “Class A-[    ] Notes”) of the Issuer.  Also authorized under the Indenture are the [[Class A-[    ] 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

A-3

thereunder of the Issuer, the Indenture Trustee and the Noteholders.  The Notes are subject to all terms of the Indenture.

The Class A-[    ] Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.  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 five 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-[    ] 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 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 of this 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, 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

A-4

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 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, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor and (b) the Notes, 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 Transaction Documents.

A-5

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, Notes that are beneficially owned by a Person other than Ford Credit or its Affiliates 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.

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 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 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 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.

A-6

Anything in this Note to the contrary notwithstanding, except as provided in the Transaction Documents, none of The Bank of New York Mellon, 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 of this Note, agrees that, except as provided in the Transaction 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 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: [                ]

FORD CREDIT AUTO OWNER TRUST 2013-D
BY:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2013-D
By:
	Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

Date: [                ]

THE BANK OF NEW YORK MELLON,
	not in its individual capacity but solely as Indenture Trustee
By:
	Responsible Person

A-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)

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 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.

A-9

Exhibit B

Form of Class B / C / D 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.

[Class D Notes Only: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER OF THIS NOTE (OR OF A BENEFICIAL INTEREST IN THIS NOTE), BY PURCHASING THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE), AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE) MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) 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 144A (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 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.]

EACH HOLDER OF THIS NOTE (OR OF A BENEFICIAL INTEREST IN THIS NOTE) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (A “SIMILAR LAW”), BY ACCEPTING THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE), IS DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE) DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED

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TRANSACTION RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, SUCH PURCHASE, HOLDING OR DISPOSITION DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF SUCH SIMILAR LAW).

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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$[                      ]

No. [B/C/D]-1 CUSIP NO. [                  ]

FORD CREDIT AUTO OWNER TRUST 2013-D

CLASS [B/C/D] [        ]% ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2013-D, 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 [                                            ] DOLLARS payable on the fifteenth day of each month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in [                ] (each, a “Payment Date”) in an amount equal to the aggregate amount payable to Noteholders of Class [B/C/D] Notes on such Payment Date from the Principal Payment Account in respect of principal on the Class [B/C/D] Notes pursuant to Section 3.1 of the Indenture, dated as of [                    ] (the “Indenture”), between the Issuer and The Bank of New York Mellon, 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 [                ] Payment Date (the “Class [B/C/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 [B/C/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.

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 15th day of the month preceding each Payment Date (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding the 15th day of the month in which such Payment Date occurs.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

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 [B/C/D] [        ]% Asset Backed Notes (the “Class [B/C/D] Notes”) of the Issuer.  Also authorized under the Indenture are the [Class A-[      ] Notes, the Class [B] Notes, the Class [C] Notes and the Class [D] Notes].  The

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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/C/D] Notes are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture.  The Class [B/C/D] Notes are subordinated in right of payment to the Class A Notes, [the Class B Notes, the Class C Notes].

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 five 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 [B/C/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.

The transfer of this Note is subject to the restrictions on transfer specified on the face of this Note 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 of this 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, 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

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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, by its acceptance of 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 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, by its acceptance of 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 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 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, by acceptance of a Note, covenants and agrees by accepting the benefits of the Indenture that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor and (b) the Notes, such Noteholder 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 Transaction Documents.

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, Notes that are owned by a Person other than Ford Credit or its Affiliates will qualify as indebtedness of the Issuer secured by the Collateral.  Each Noteholder, by its acceptance of a Note, will be deemed to agree to treat the

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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 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 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 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.

Anything in this Note to the contrary notwithstanding, except as provided in the Transaction Documents, none of The Bank of New York Mellon, 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,

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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 Transaction 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 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: [                ]

FORD CREDIT AUTO OWNER TRUST 2013-D
By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2013-D
By:
	Responsible Person

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Class [B/C/D] Notes designated above and referred to in the Indenture.

Date: [                ]

THE BANK OF NEW YORK MELLON,
	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)

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, 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 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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Schedule A

Schedule of Receivables

Delivered on CD Rom to the Indenture Trustee at the Closing

SA-1

EX-4.2

Exhibit 4.2

SECOND AMENDED AND RESTATED
TRUST AGREEMENT

between

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee

for

FORD CREDIT AUTO OWNER TRUST 2013-D

Dated as of November 1, 2013

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS			1
	Section 1.1.	Usage and Definitions	1
ARTICLE II ORGANIZATION OF THE TRUST			1
	Section 2.1.	Name	1
	Section 2.2.	Office	1
	Section 2.3.	Purposes and Powers	1
	Section 2.4.	Appointment of the Owner Trustee	2
	Section 2.5.	Contribution and Conveyance of Trust Property	2
	Section 2.6.	Declaration of Trust	2
	Section 2.7.	Liability of the Depositor; Conduct of Activities; Liability to Third Parties	3
	Section 2.8.	Title to Trust Property	3
	Section 2.9.	Situs of Issuer	3
	Section 2.10.	Representations and Warranties of the Depositor	3
	Section 2.11.	Tax Matters	4
ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS			6
	Section 3.1.	The Residual Interest	6
	Section 3.2.	Registration of Residual Interests; Transfer of the Residual Interest	7
	Section 3.3.	Capital Accounts	8
	Section 3.4.	Maintenance of Office or Agency	8
	Section 3.5.	Distributions to the Holder of the Residual Interest	8
ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES			9
	Section 4.1.	Application of Trust Funds	9
	Section 4.2.	Method of Payment	9
ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE			9
	Section 5.1.	General Authority	9
	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	11
	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
	Section 5.14.	Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties	13
ARTICLE VI REGARDING THE OWNER TRUSTEE			13

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	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 National Association May Own Notes	16
	Section 6.6.		Duty to Update Disclosure	17
ARTICLE VII COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL EXPENSES				17
	Section 7.1.		Owner Trustee’s Fees and Expenses	17
	Section 7.2.		Indemnification of the Owner Trustee	17
	Section 7.3.		Organizational Expenses of the Issuer	18
	Section 7.4.		Certain Expenses of the Indenture Trustee and the Owner Trustee	19
ARTICLE VIII TERMINATION				19
	Section 8.1.		Termination of Trust Agreement	19
ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES				19
	Section 9.1.		Eligibility Requirements for the Owner Trustee	19
	Section 9.2.		Resignation or Removal of the Owner Trustee	20
	Section 9.3.		Successor Owner Trustee	21
	Section 9.4.		Merger or Consolidation of the Owner Trustee	21
	Section 9.5.		Appointment of Separate Trustee or Co-Trustee	21
	Section 9.6.		Compliance with Delaware Statutory Trust Act	23
ARTICLE X MISCELLANEOUS				23
	Section 10.1.		Supplements and Amendments	23
	Section 10.2.		No Legal Title to Trust Property in the Holder of the Residual Interest	24
	Section 10.3.		Limitation on Rights of Others	25
	Section 10.4.		Notices	25
	Section 10.5.		GOVERNING LAW	25
	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
Exhibit B		Form of Certificate of Amendment to Certificate of Trust		B-1

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SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 1, 2013 (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 2013-D.

BACKGROUND

The parties to this Agreement wish to amend and restate in its entirety the First Amended and Restated Trust Agreement, dated as of June 13, 2013, between the Depositor and the Owner Trustee, which amended and restated the original Trust Agreement, dated as of October 15, 2012, between the Depositor and the Owner Trustee.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of November 1, 2013, among Ford Credit Auto Owner Trust 2013-D, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

ARTICLE II
ORGANIZATION OF THE TRUST

Section 2.1.Name.  The trust was created and is known as “Ford Credit Auto Owner Trust 2013-D”, in which name the Owner Trustee may conduct the activities of the Issuer, make and execute contracts and other instruments on behalf of the Issuer and sue and be sued on behalf of the Issuer.

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

Section 2.3.Purposes and Powers.

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

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

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

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

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

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

Section 2.5.Contribution and Conveyance of Trust Property.  As of the date of the formation of the Issuer, 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 Transaction Documents.  It is the intention of the parties that the Issuer constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust.  Effective as of the Cutoff Date, the Owner Trustee will have the rights, powers and duties set forth in this Agreement and in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Issuer.  A Certificate of Trust substantially in the form of Exhibit A, a certificate of amendment to certificate of trust substantially in the form of Exhibit B and any necessary certificate of amendment has been filed with the Secretary of State of the State of Delaware.

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

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

(b)The activities and affairs of the Issuer will be operated in such a manner as to preserve (i) the limited liability of the Depositor, (ii) the separateness of the Issuer from the activities of the Depositor and Ford Credit and (iii) until one year and one day (or, if longer, any applicable preference period) 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 director, 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 States of Delaware and Illinois.  All bank accounts maintained by the Owner Trustee on behalf of the Issuer will be located in the State of Delaware.  The Issuer will not have any employees in any state other than the State of Delaware, except that U.S. Bank Trust National Association, in its capacity as Owner Trustee or any other capacity, may have employees within or outside the State of Delaware.  Payments will be received by the Issuer only in the State of Delaware, and payments will be made by the Issuer only from the State of 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 Transaction 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 Transaction Documents to which it is a party.  Each of the Transaction Documents to which the Depositor is

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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 Transaction Documents to which the Depositor is a party and the fulfillment of the terms of the Transaction Documents to which the Depositor is a party will not: (i) conflict with or result in a material breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any Lien upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than the Sale and Servicing Agreement), (iii) violate the Certificate of Formation or Limited Liability Company Agreement of the Depositor 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 Transaction 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 Transaction 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 Transaction 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 Transaction 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 tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than 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 Transaction Documents or the Notes or materially and adversely affect the tax treatment of the Issuer or the Notes.

Section 2.11.Tax Matters.

(a)It is the intention of the parties and Ford Credit that, for purposes of U.S. federal income, State and local income and franchise tax and any other income taxes, so long as the Issuer has no equity owner other than the Depositor (as determined for U.S. federal income tax purposes), the Issuer will be treated as an entity disregarded as separate from the Depositor.  If beneficially owned by a Person other than Ford Credit, each Class of Notes is intended to be treated as indebtedness for U.S. federal income tax purposes.  The Depositor agrees, and the

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

(b)If one or more Classes of Notes is recharacterized as an equity interest in the Issuer, and not as indebtedness (any such Class, a “Recharacterized Class”) and any such Recharacterized Class is treated as not owned by Ford Credit or the Depositor (if the Depositor is not an entity disregarded as separate from Ford Credit for U.S. federal income tax purposes) for U.S. federal income, or State or local income or franchise 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 or franchise tax each month:

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

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

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

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

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

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

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

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

(f)If at any time the Issuer is not treated as 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

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

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

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

Without limiting the foregoing, one or more classes of such additional securities may, if so directed by the Depositor, be secured by all or a portion of the Trust Property, so long as such security interest is subordinated in priority to the security interest granted to the Secured Parties pursuant to the Indenture.  Subject to this Section 3.1(b) and the other terms of the Transaction 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 will be permitted to sell, transfer, assign or convey its rights in the Residual Interest to any Person if the following conditions are satisfied:

(a)such holder of the 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 income tax purposes as an association or publicly traded partnership taxable as a corporation;

(b)such holder of the 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

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tax required on such payments, and that such amounts will be withheld and paid 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 Residual Interest 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;

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

(e)if the assignee of the Residual Interest is Ford Credit or an Affiliate of Ford Credit that is not a special-purpose, bankruptcy remote entity, the holder of the Residual Interest provides evidence of satisfaction of the Rating Agency Condition.

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.  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 for the Depositor and each other person treated as an equity owner for U.S. federal income tax purposes.  Notwithstanding any other provision of this Agreement to the contrary, this Section 3.3 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 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 Transaction Documents may be served.  The Owner Trustee designates its Corporate Trust Office for such purposes and will promptly notify the Depositor and the Indenture Trustee of any change in the location of its Corporate Trust Office.

Section 3.5.Distributions to the Holder of the Residual Interest.  If the Trust Distribution Account has been established, the Owner Trustee will have the revocable power to withdraw funds from the Trust Distribution Account for the purpose of making distributions to the holder of the Residual Interest under this Agreement.  The Owner Trustee will make the distributions pursuant to Sections 3.1, 4.1, 4.2 and 8.1.  The Owner Trustee will hold all sums held by it for distribution to the holder of the Residual Interest in trust for the benefit of the holder of the Residual Interest until such sums are distributed to the holder of the Residual Interest.

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ARTICLE IV
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

(a)On each Payment Date, the Owner Trustee, based on the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Trust Distribution Account pursuant to Sections 8.2(c)(xiii), 8.2(d)(viii) and 8.2(e)(xiv) 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 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 paid 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 Transaction Documents and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Issuer is to be a party and (ii) direct the Indenture Trustee to authenticate and deliver the Notes.

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(b)The Owner Trustee is authorized to take all actions required of the Issuer pursuant to the Transaction Documents and is authorized to take such action on behalf of the Issuer as is permitted by the Transaction Documents that the Servicer or the Administrator directs with respect to the Transaction 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 Transaction 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 Transaction Documents.  The Owner Trustee will be deemed to have discharged its duties and responsibilities under the Transaction 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 Transaction 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 (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (ii) the Indenture Trustee acting upon instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest) 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.

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

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

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

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

Section 5.6.Action upon Instruction.

(a)The Owner Trustee will not be required to take any action under any Transaction 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 Transaction Document or is contrary to law.

(b)If (i) the Owner Trustee is unsure as to the application of any provision of any Transaction Document, (ii) any provision of any Transaction 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 Transaction 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 ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with the Transaction 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

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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 Transaction 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 Transaction 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 Transaction 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 to 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 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 two years after the termination of its obligations under this Agreement.

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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 Transaction Documents.

Section 5.12.Sarbanes-Oxley Act.  Notwithstanding anything to the contrary in any Transaction 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 Transaction Documents.

Section 5.14.Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties.  The Owner Trustee will (a) notify the Sponsor, the Depositor and the Servicer, as soon as practicable and in any event within five Business Days, of all demands or requests received by a Responsible Person of the Owner Trustee (including to the Owner Trustee on behalf of the Issuer) for the repurchase of any Receivable pursuant to Section 3.3 of the Purchase Agreement or Section 2.4 of the Sale and Servicing Agreement, (b) promptly upon request by the Sponsor, the Depositor or the Servicer, provide to them any other information reasonably requested to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB and (c) if requested by the Sponsor, the Depositor or the Servicer, provide a written certification no later than 15 days following the end of any quarter or year that the Owner Trustee has not received any repurchase demands for such period, or if repurchase demands have been received during such period, that the Owner Trustee has provided all the information reasonably requested under clause (b) above.  In no event will the Owner Trustee or the Issuer have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB.

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 Transaction Documents.  The Owner Trustee will not be liable under any Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) if any representation or warranty in Section 6.2

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

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

(b)no Transaction 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 Transaction 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 Transaction 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 Transaction 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 Transaction 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 Transaction Documents or otherwise and the Owner Trustee will have no obligation or liability to perform the obligations of the Issuer under the Transaction 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 Transaction Document or otherwise unless the Depositor has offered to the Owner Trustee reasonable 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 Transaction 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

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to the holder of the Residual Interest under this Agreement, (iv) the accuracy of any representation or warranty made under any Transaction 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 United States.  The Owner Trustee is duly qualified as a national banking association 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, (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 Transaction Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Owner Trustee’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

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

(f)Information Provided by the Owner Trustee.  The information provided by the Owner Trustee in its individual capacity 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 Persons 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 Transaction 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 Transaction 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 Transaction 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.

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

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Section 6.6.Duty to Update Disclosure.  The Owner Trustee will notify and provide information, and certify such information in an Officer’s Certificate, to the Depositor upon any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee that (A) (i) is required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against U.S. Bank Trust National Association that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or (ii) the Depositor reasonably requests of the Owner Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of request or (B) (i) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank Trust National Association as Owner Trustee) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Owner Trustee becoming aware of such occurrence or (ii) causes the information provided by the Owner Trustee in any certificate delivered by a Responsible Person of the Owner Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Owner Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Owner Trustee becoming aware thereof.  The obligations of the Owner Trustee to provide such information with respect to the period during which it served as Owner Trustee will survive the resignation or removal of the Owner Trustee under the Agreement.

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

Section 7.1.Owner Trustee’s Fees and Expenses.  The Issuer will, or will cause the Administrator to, pay the Owner Trustee as compensation for its services under this Agreement, such fees as have been separately agreed upon by the Administrator and the Owner Trustee.  The Issuer will reimburse the Owner Trustee 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.

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

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

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

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Section 7.4.Certain Expenses of the Indenture Trustee and the Owner Trustee.  The Depositor will reimburse (a) 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 and (b) the Owner Trustee and any successor Owner Trustee for any expenses associated with the replacement of the Owner Trustee pursuant to Section 9.2 of this Agreement, in each case, 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

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examination by federal or State authorities and (iii) have (or have a parent that has) a long-term debt rating of investment grade by each of the Rating Agencies or be otherwise acceptable to the Rating Agencies.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purpose of this Section 9.1, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If the Owner Trustee ceases to be eligible in accordance with this Section 9.1, it must resign immediately in the manner and with the effect specified in Section 9.2.  The Owner Trustee will promptly notify the Depositor and the Administrator if it ceases to satisfy the requirements of this Section 9.1.

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

Section 9.2.Resignation or Removal of the Owner Trustee.

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

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

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

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

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

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

(d)No resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to this Section 9.2 will become effective until (i) the successor Owner Trustee accepts its appointment as the Owner Trustee pursuant to Section 9.3(a) and (ii) the successor Owner Trustee files the certificate of amendment to the Certificate of Trust referred to in Section 9.3(d).  The Administrator will notify the Depositor, the Indenture Trustee and the Rating Agencies of any resignation or removal of the Owner Trustee.

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Section 9.3.Successor Owner Trustee.

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

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

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

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

Section 9.4.Merger or Consolidation of the Owner Trustee.  Any Person (a) into which the Owner Trustee may be merged or converted or with which it may be consolidated, (b) resulting from any merger, conversion or consolidation to which the Owner Trustee is a party or (c) succeeding to all or substantially all of the corporate trust business of the Owner Trustee will, provided such Person 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 Issuer (who will notify 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-

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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.

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

ARTICLE X
MISCELLANEOUS

Section 10.1.Supplements and Amendments.

(a)This Agreement may be amended by the holder of the Residual Interest and the Owner Trustee, with prior notice by the Administrator 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 by the Administrator to the Rating Agencies, without the consent of any of the Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or issuing securities in exchange for all or a portion of the Residual Interest, subject to the following conditions:

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

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

(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 by the Administrator 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 a majority of the Note Balance of each Class of Notes consent to such amendment (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class); and

(ii)such holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for

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U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes.

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 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 Transaction Documents and that all conditions precedent in the Transaction 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.

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

Section 10.4.Notices.

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

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

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

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

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreement or at such other address as any party may designate by notice to the other parties.

(b)Notices to the Owner Trustee will be addressed to its Corporate Trust Office or to such other address designated by the Owner Trustee by notice to the Depositor.

(c)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, 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 or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  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.

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Section 10.6.         WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 10.7.         Severability.  If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement or of the Notes or the rights of the Noteholders.

Section 10.8.         Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 10.9.         Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 10.10.      No Petition.  The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, covenants and agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) the Notes, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer, respectively, 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 Transaction Documents.  This Section 10.10 will survive the resignation or removal of the Owner Trustee under this Agreement and the termination of this Agreement.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor
By:	/s/ Susan J. Thomas
	Name: Susan J. Thomas
	Title: Secretary
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee
By:	/s/ Annette Morgan
	Name: Annette Morgan
	Title: Assistant Vice President

[Signature Page to Second Amended and Restated Trust Agreement]

Exhibit A

Form of Certificate of Trust of
Ford Credit Auto Owner Trust 2013-3

This Certificate of Trust of FORD CREDIT AUTO OWNER TRUST 2013-3 (the “Trust”) is being duly executed and filed by U.S. Bank Trust National Association, a national banking association, as owner trustee (the “Owner Trustee”), to form a statutory trust under the Delaware Statutory Trust Act (12 Delaware Code, § 3801 et seq.) (the “Act”).

1.             Name.  The name of the statutory trust formed hereby is “Ford Credit Auto Owner Trust 2013-3”.

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

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

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

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

A-1

Exhibit B

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF TRUST

Pursuant to Title 12, Section 3810(b) of the Delaware Statutory Trust Act, the undersigned

Trust executes the following Certificate of Amendment:

1.The name of the Statutory Trust is Ford Credit Auto Owner Trust 2013-3.

2.The Certificate of Amendment to the Certificate of Trust is hereby amended as follows: 
Clause 1 of the Certificate of Trust is amended by changing the name of the statutory trust thereof, so that, as amended, Clause 1 shall be and read as follows:

“The name of the statutory trust formed hereby is Ford

Credit Auto Owner Trust 2013-D”,

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

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

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

B-1

EX-99.1

Exhibit 99.1

SALE AND SERVICING AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2013-D,
as Issuer,

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor

and

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

Dated as of November 1, 2013

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	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	3
Section 2.5.	Custodian	4
ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER TRUST PROPERTY		6
Section 3.1.	Appointment; Duties of the Servicer with Respect to the Servicing of the Receivables	6
Section 3.2.	Purchase of Receivables Upon Breach by the Servicer	8
Section 3.3.	Sales of Charged Off Receivables	9
Section 3.4.	Duties of the Servicer with Respect to the Servicing of the Transaction; Annual Reports and Notices	10
Section 3.5.	Execution of Securities and Exchange Commission Filings	11
Section 3.6.	Servicer’s Fees	11
Section 3.7.	Servicer’s Expenses	11
ARTICLE IV TRUST ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS AND THE DEPOSITOR		12
Section 4.1.	Accounts	12
Section 4.2.	Investment of Funds in the Bank Accounts	13
Section 4.3.	Deposits and Payments	15
Section 4.4.	Calculations and Distributions; Withdrawals from the Reserve Account	16
ARTICLE V THE DEPOSITOR		16
Section 5.1.	Representations and Warranties of the Depositor	16
Section 5.2.	Liability of the Depositor	17
Section 5.3.	Merger or Consolidation of, or Assumption of the Obligations of, the Depositor	18
Section 5.4.	Depositor May Own Notes	18
Section 5.5.	Depositor’s Engagement of the Rating Agencies	19
Section 5.6.	Authorized Persons of the Depositor	19
ARTICLE VI THE SERVICER		19
Section 6.1.	Representations and Warranties of the Servicer	19
Section 6.2.	Liability of the Servicer	20
Section 6.3.	Indemnities of the Servicer	21

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Section 6.4.		Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate	22
Section 6.5.		Delegation of Duties	22
Section 6.6.		Ford Credit Not to Resign as Servicer	22
Section 6.7.		Servicer May Own Notes	23
ARTICLE VII SERVICER TERMINATION			23
Section 7.1.		Servicer Termination Events	23
Section 7.2.		Appointment of Successor Servicer	25
Section 7.3.		Notification to Secured Parties and the Holder of the Residual Interest	26
Section 7.4.		Waiver of Servicer Termination Events	26
ARTICLE VIII TERMINATION			26
Section 8.1.		Clean-Up Call	26
Section 8.2.		Termination	27
ARTICLE IX MISCELLANEOUS PROVISIONS			27
Section 9.1.		Amendment	27
Section 9.2.		Protection of Right, Title and Interest to the Trust Property	28
Section 9.3.		Notices	30
Section 9.4.		Assignment by the Depositor or the Servicer	30
Section 9.5.		Third-Party Beneficiaries	30
Section 9.6.		GOVERNING LAW	30
Section 9.7.		Submission to Jurisdiction	30
Section 9.8.		WAIVER OF JURY TRIAL	31
Section 9.9.		Severability	31
Section 9.10.		Counterparts	31
Section 9.11.		Headings	31
Section 9.12.		No Waiver; Cumulative Remedies	31
Section 9.13.		Agent for Service	31
Section 9.14.		No Petition	32
Section 9.15.		Limitation of Liability of Owner Trustee and Indenture Trustee	32
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

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SALE AND SERVICING AGREEMENT, dated as of November 1, 2013 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2013-D, a Delaware statutory trust, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer.

BACKGROUND

The Depositor has purchased a pool of retail installment sale contracts secured by new and used cars, light trucks and utility vehicles from Ford Credit.

The Depositor wishes to sell and assign 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

Section 1.1.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 $1,499,730,000 and the rights to distributions under Section 8.2 of the Indenture, the Depositor irrevocably sells and assigns 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 and assignment 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 and assignment, 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, all amounts payable as Servicing Fees under this Agreement and all fees and expenses

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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)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

(ii)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.

(c)Representations and Warranties as to Security Interest.  If any sale and assignment of Receivables is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale and assignment as described in Section 2.2, the Depositor represents and warrants to the Issuer as of the Closing Date, with respect to the Receivables being sold on such date, that:

(i)except as may be permitted in the Transaction Documents, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the related Receivables and other related Trust Property in favor of the Issuer which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor;

(ii)the Sponsor has represented that it has commenced procedures that will result in the perfection of a first priority security interest against each Obligor in the Financed Vehicles;

2

(iii)the related Receivables and other related Trust Property constitute “chattel paper,” “instruments” or “general intangibles” within the meaning of the applicable UCC;

(iv)immediately before the sale under this Agreement, the Depositor owned and had good and marketable title to the related Receivables and other related Trust Property free and clear of any Lien, other than Permitted Liens.  The Depositor has received all consents and approvals required by the terms of the related Receivables and other related Trust Property to Grant to the Issuer all of its interest and rights in the related Receivables and other related Trust Property, except to the extent that any requirement for consent or approval is rendered ineffective under the applicable UCC;

(v)the Depositor has caused, or will cause within ten 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 related Receivables and other related Trust Property to the Issuer;

(vi)other than the security interest Granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the related Receivables or other related Trust Property.  The Depositor 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 related Receivables or other related Trust Property, other than any financing statements relating to the security interest Granted to the Issuer.  The Depositor is not aware of any judgment or tax lien filings against it; and

(vii)all financing statements filed or to be filed against the Depositor, or any assignor of which the Depositor is the assignee, in favor of the Issuer in connection with this Agreement describing the related Receivables and other related Trust Property contain a statement substantially to the following effect:  “The purchase of or grant of a security interest in any collateral described in this financing statement will violate the rights of the Secured Parties.”

The representations and warranties in this Section 2.3(c), (i) will survive termination of this Agreement and (ii) may not be waived by the Issuer or the Indenture Trustee.

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 (or, at the Depositor’s option, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Depositor will repurchase such Receivable by paying (or causing to be paid) the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment

3

Date).  If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be paid in accordance with Section 4.3(c).

(b)The sole remedy for a breach of the representations and warranties of the Depositor contained in Sections 2.3 and 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)When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will, without further action, be deemed to have sold and assigned to the Depositor as of the last day of the second preceding Collection Period all of the Issuer’s right, title and interest in and to the Receivable repurchased by the Depositor pursuant to Section 2.4(a) and 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 Receivables free and clear of any Liens other than Permitted Liens.  Upon such sale, the Servicer will mark its receivables systems to indicate that such receivable is no longer a Receivable and take any action necessary or appropriate to evidence the sale of such receivable, free from any Lien of 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, either (a) in tangible form or (b) an authoritative copy, if in electronic form;

(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.

4

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 receivables 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 receivables 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 receivables 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

5

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.

(h)Custodian as Nominee Lienholder/Secured Party.  For administrative convenience and to further facilitate the servicing of the Receivables by the Servicer, the Issuer appoints Ford Credit, in its capacity as Custodian and Servicer, as nominee lienholder/secured party to act for the benefit and on behalf of the Issuer and the Indenture Trustee with respect to the original certificates of title or such other documents evidencing the security interest of the Issuer in the Financed Vehicles (the “Security Documents”).  In addition, if the assignment of a Receivable from Ford Credit to the Depositor pursuant to the Purchase Agreement and from the Depositor to the Issuer pursuant to this Agreement is insufficient, without a notation on the related Financed Vehicle’s certificate of title, to provide the Issuer a first priority perfect security interest in the related Finance Vehicle, the Custodian, in its capacity as nominee lienholder/secured party, agrees that it is acting as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in such Financed Vehicle and agrees that Ford Credit’s listing as the lienholder/secured party on such certificate of title is in its capacity as agent of the Issuer.  The Custodian agrees to serve as nominee lienholder/secured party and agent with respect to the Financed Vehicles and will, as nominee lienholder/secured party and agent: (i) act exclusively for the benefit and on behalf of the Issuer and the Indenture Trustee pursuant to the terms of this Agreement and (ii) take any and all actions necessary or advisable in order to establish, maintain, preserve and protect the Issuer’s security interest in the Financed Vehicles.  The Custodian further acknowledges the right of the Issuer to treat the Security Documents in all respects as if the name of the Issuer appeared on such documents as lienholder/secured party in place of Ford Credit’s name.

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:

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(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)repossessing and then selling the Financed Vehicle securing any Receivable that the Servicer determines is unlikely to eventually be paid in full;

(vii)maintaining accurate and complete accounts and receivables systems pertaining to servicing the Receivables;

(viii)providing to the Custodian copies, or access to, any documents, instruments, notices and correspondence that modify information contained in the Receivables Files; and

(ix)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 Payments; Extensions and Amendments.  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 extensions on a Receivable resulting in the final payment date of the Receivable being later than the Final Scheduled Payment date of the most junior Class of Notes issued by the Issuer, (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.

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(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 or 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, assign the Receivable to the Servicer solely for such purpose or 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)Purchase Amount.

(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 (or, at the Servicer’s option, the first 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 by depositing the Purchase Amount for such Receivable into the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date).

(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 by depositing the Purchase Amount for such Receivable into the Collection Account on the Business Day preceding the Payment Date after the Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date) in which such modification is made.

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(iii)If the Servicer, in its sole discretion, determines that as a result of a receivables systems error or receivables systems limitation or for any other reason the Servicer is unable to service any Receivable in accordance with the Credit and Collection Policy and the terms of this Agreement, the Servicer may purchase such Receivable by depositing the Purchase Amount for such Receivable into the Collection Account on the Business Day preceding the Payment Date after the Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date) in which such determination is made.

(iv)If Ford Credit is the Servicer, it may pay any Purchase Amounts in accordance with Section 4.3(c).

(b)Repurchase Sole Remedy for Breach.  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 Section 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)Repurchase of Receivables.  When the Purchase Amount is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the second preceding Collection Period all of the Issuer’s right, title and interest in and to the 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 Receivables free and clear of any Liens, other than Permitted Liens.  Upon such sale, the Servicer will mark its receivables systems indicating that any receivable purchased pursuant to Section 3.2(a) is no longer a Receivable and take any 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.  If the Servicer elects to sell any charged off Receivable, such Receivable will be deemed to have been sold and assigned by the Issuer to the Servicer immediately prior to the sale by the Servicer.  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 will mark its receivables systems indicating that any such receivable sold is no longer a Receivable and take any action necessary or appropriate to evidence the sale of the receivable free from any Lien of the Issuer or the Indenture Trustee.

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Section 3.4.Duties of the Servicer with Respect to the Servicing of the Transaction; Annual Reports and Notices.

(a)Monthly Investor Report.  At least two Business Days before each Payment Date, the Servicer will deliver to the Owner Trustee, the Note Paying Agent, the Indenture Trustee, 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 such Payment Date.  A Responsible Person of the Servicer will certify that the information in each Monthly Investor Report is accurate in all material respects.

(b)Annual Statement as to Compliance.  To the extent required by Regulation AB, the Servicer will deliver to the Administrator, the Issuer, the Indenture Trustee and each Rating Agency within 90 days after the end of each year, beginning with the year after the Closing Date, an Officer’s Certificate signed by a Responsible Person of the Servicer, to the effect that (i) a review of the Servicer’s activities during the preceding year 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 the preceding year or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such Responsible Person and the nature and status of such failure.  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 Servicer Termination Event.  The Servicer will notify the Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency of any Servicer Termination Event under Section 7.1 or any event that with the giving of notice or lapse of time, or both, would become a Servicer Termination Event under Section 7.1, no later than five 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 Administrator, the Issuer, the Indenture Trustee and each Rating Agency, a report on its assessment of compliance with the minimum servicing criteria during the preceding year, including disclosure of any identified material instance of non-compliance identified by the Servicer, as specified by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act; and

(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 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

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assessment of compliance with servicing criteria with respect to the prior year.  Such attestation report will be addressed to the board of directors of the Servicer and the Servicer will deliver copies to the Issuer, the Administrator 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 Administrator, 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.

The reports referred to in this Section 3.4(e) will be delivered within 90 days after the end of each year, beginning in the year after the Closing Date.  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 such holder’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 Section 3.4(f), will terminate upon the payment in full of the Notes, including by redemption in whole as contemplated by Section 8.1.

(h)Authorized Persons of Servicer.  On or prior to the Closing Date, the Servicer will provide notice to the Indenture Trustee and the Owner Trustee specifying (i) each Person who will be authorized to provide instructions and directions to the Indenture Trustee and the Owner Trustee on behalf of the Servicer and (ii) each Person who is a Responsible Person with respect to the Servicer, which Persons may be changed from time to time by notice to the Indenture Trustee and the Owner Trustee.

Section 3.5.Execution of Securities and Exchange Commission Filings.  To the extent permitted by law, the Servicer is authorized to execute and, upon the request of the Issuer (or the Administrator on its behalf), will execute, on behalf of the Issuer, any Securities and Exchange Commission filings required to be filed by the Issuer pursuant to Section 7.3 of the Indenture.

Section 3.6.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 all Supplemental Servicing Fees and receive investment earnings (net of investment losses and expenses) on funds in the Bank Accounts during each Collection Period.

Section 3.7.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.

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ARTICLE IV
TRUST ACCOUNTS; DISTRIBUTIONS;
STATEMENTS TO NOTEHOLDERS AND THE DEPOSITOR

Section 4.1.Accounts.

(a)Collection Account.  Pursuant to Section 8.2 of the Indenture, the Indenture Trustee will establish and maintain a segregated trust account in the name “The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2013-D” at a Qualified Institution (initially the corporate trust department of The Bank of New York Mellon), that is designated as the “Collection Account”.  The Collection Account will initially be account number 894290.  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 deposits to and 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.  Pursuant to Section 8.2 of the Indenture, the Indenture Trustee will establish and maintain a segregated trust account at a Qualified Institution that is designated as the “Principal Payment Account”.  The Principal Payment Account will initially be account number 894292.  The Principal Payment Account is established and maintained solely for administrative purposes.

(c)Reserve Account.

(i)Pursuant to Section 8.2 of the Indenture, the Indenture Trustee will establish and maintain a segregated trust account in the name “The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2013-D” at a Qualified Institution (initially the corporate trust department of The Bank of New York Mellon), that is designated as the “Reserve Account”.  The Reserve Account will initially be account number 894291.  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 deposits to and withdrawals from the Reserve Account in accordance with this Agreement.

(ii)The Indenture Trustee will transfer all funds 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.

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(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, the Principal Payment Account and the Reserve Account will be made in accordance with the Transaction Documents.

(e)Maintenance of Accounts.  If an institution maintaining one of the Bank Accounts ceases to be a Qualified 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 days, move such Bank Account to a Qualified 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 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 cause the Owner Trustee to 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 Transaction 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 in the Bank Accounts.

(a)For so long as no Default or Event of Default has occurred and is continuing, funds in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified 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 or 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 in a Bank Account to the Qualified Institution maintaining such Bank

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Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified 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 maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments.

(c)Permitted Investments of funds in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the next Payment Date.  Permitted Investments of funds in the Reserve Account will mature no later than the Business Day preceding the next Payment Date, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if the Rating Agency Condition has been satisfied 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 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 maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments (other than in the capacity as obligor, 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 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 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 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.

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(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 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.Deposits and Payments.

(a)If Ford Credit’s short term unsecured debt is rated at least “F1” by Fitch and at least “P-1” by Moody’s (this rating requirement, the “Monthly Deposit Required Ratings”), Ford Credit may deposit Collections on the Business Day preceding each Payment Date, or with satisfaction of the Rating Agency Condition, on each Payment Date.

(b)If Ford Credit’s short term unsecured debt is not rated at least equal to the Monthly Deposit Required Ratings or a Servicer Termination Event occurs:

(i)on the Closing Date, the Servicer will deposit into the Collection Account all amounts received and applied as interest or principal on the Receivables in accordance with the Credit and Collection Policy during the period from the Cutoff Date until two Business Days preceding the Closing Date; and

(ii)on and after the Closing Date, Ford Credit will deposit into the Collection Account all amounts received and applied as interest or principal on the Receivables in accordance with the Credit and Collection Policy within two Business Days after such application.

(c)If Ford Credit is the Servicer and for any Payment Date, the sum of (i) Collections for the related Collection Period, plus (ii) Purchase Amounts for such Payment Date, exceeds the amounts deposited pursuant to Section 4.3(b) for the related Collection Period, Ford Credit will deposit an amount equal to such excess into the Collection Account on the Business Day preceding such Payment Date or, with satisfaction of the Rating Agency Condition, on such Payment Date.  If, for any Payment Date, the amounts deposited pursuant to Section 4.3(b) for the related Collection Period exceed the sum of (i) Collections for the related Collection Period, plus (ii) Purchase Amounts for such Payment Date, the Indenture Trustee will pay to Ford Credit an amount equal to such excess within two Business Days of Ford Credit’s request, but in no event later than such Payment Date.  Upon the Indenture Trustee’s request, Ford Credit will provide the Indenture Trustee reasonable support for Ford Credit’s calculation of the amounts to be deposited or paid pursuant to this Section 4.3(c).

(d)Ford Credit may make the deposits and payments required by 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 deposits and payments in the Monthly Investor Report as if the amounts were deposited and/or paid separately.

(e)If Ford Credit (or a successor of Ford Credit pursuant to Section 6.4) is not the Servicer, the Servicer will be required to deposit Collections into the Collection Account within two Business Days after receipt and application.

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(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 two Business Days before a Payment Date, the Servicer will calculate the Reserve Account Draw Amount for such 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 or before such Payment Date.

(b)On or before two Business Days before a Payment 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 such 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 Transaction 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 Transaction 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 Transaction Documents to which it is a party.  Each of the Transaction 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.

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(d)No Conflicts and No Violation.  The consummation of the transactions contemplated by the Transaction Documents to which the Depositor is a party and the fulfillment of the terms of the Transaction 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 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 of the Depositor 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 Transaction Documents to which it is a party.

(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 Transaction 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 Transaction 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 Transaction 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 or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Depositor, materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, any of the Transaction Documents or the Notes, or materially and adversely affect the tax treatment of the Issuer 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.

(g)Investment Company Act.  The Depositor is not an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act.

Section 5.2.Liability of the Depositor.

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(a)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.

(b)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 foregoing, this Section 5.2 will not protect the Depositor against any liability that would otherwise be imposed by reason of the Depositor’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(c)The Depositor will pay any and all taxes levied or assessed upon the Issuer or upon all or any part of the Trust Property.

(d)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.

(e)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 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 Transaction Document.  Notes owned by or pledged to the Depositor or any Affiliate of the Depositor will have an equal and proportionate benefit under

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the Transaction Documents, without preference, priority or distinction, except as otherwise provided in any Transaction Document.

Section 5.5.Depositor’s Engagement of the Rating Agencies.  The Depositor has engaged Fitch and Moody’s as the Rating Agencies to rate the Notes.

Section 5.6.Authorized Persons of the Depositor.  On or prior to the Closing Date, the Depositor will provide notice to the Indenture Trustee and the Owner Trustee specifying (i) each Person who will be authorized to provide instructions and directions to the Indenture Trustee and the Owner Trustee on behalf of the Depositor, and (ii) each Person who is a Responsible Person with respect to the Depositor, which Persons may be changed from time to time by notice to the Indenture Trustee and the Owner Trustee.

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 organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Servicer 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 Servicer’s ability to perform its obligations under this Agreement or the other Transaction 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 Transaction 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 Transaction Documents to which it is a party.  Each of the Transaction 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 Transaction Documents to which the Servicer is a party and the fulfillment of the terms of the Transaction Documents to which the Servicer 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 Servicer is a debtor or guarantor, (ii) result in the creation or imposition of any

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Lien 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 or instrument (other than the Purchase Agreement), (iii) violate the Certificate of Formation or the Limited Liability Company Agreement 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 Transaction Documents to which it is a party.

(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 Transaction 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 Transaction 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 Transaction 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 or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than 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, materially and adversely affect the performance by the Servicer of its obligations under, or the validity and enforceability of, any of the Transaction Documents or the Notes, or materially and adversely affect the tax treatment of the Issuer 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 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.  Notwithstanding the foregoing, 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.

(b)The Servicer and any subservicer, and any officer, director, employee or agent of the Servicer or any subservicer, 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.

(c)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

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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.

(d)The Servicer will be under no 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 cause it to incur 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 Transaction 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.

(e)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 (including in its capacity as Custodian) willful misconduct, bad faith or negligence (except for errors in judgment) in the performance of its duties under any Transaction 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 such 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.

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(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

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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 Transaction Document.  Notes owned by or pledged to the Servicer or any Affiliate of the Servicer will have an equal and proportionate benefit under the Transaction Document, without preference, priority or distinction, except as otherwise provided in any Transaction Document.

ARTICLE VII
SERVICER TERMINATION

Section 7.1.Servicer Termination Events.

(a)The occurrence and continuation of any of the following events will be a “Servicer Termination Event”:

(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 for a period of five 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 ten 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 Note Balance of the Notes, and (B) such failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 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, 90

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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 for 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 a Servicer Termination Event occurs, the Issuer will promptly notify each Rating Agency.  So long as such Servicer Termination Event has not been remedied, either the Indenture Trustee or the Noteholders of 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 Issuer (who will then promptly notify 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 those set forth in Sections 6.2 and 6.3) 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 or the Servicer’s resignation under Section 6.6, 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.

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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 the earlier to occur of (i) 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 (ii) 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

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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 the Issuer (who will then promptly notify each Rating Agency), and the Owner Trustee will promptly notify the holder of the Residual Interest.

Section 7.4.Waiver of Servicer Termination Events.  The Noteholders of 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 Servicer Termination Event 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 a Servicer Termination Event, such Servicer Termination Event 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 promptly 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 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 ten days before the Payment Date related to such Collection Period, and (ii) depositing into the Collection Account the purchase price for the Trust Property equal to the aggregate Principal Balance of the Receivables as of the last day of such Collection Period in immediately available funds by 10:00 a.m. (New York City time) on the Business Day preceding the Payment Date (or, with satisfaction of the Rating Agency Condition, 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 sum of (i) such purchase price, (ii) the

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Collections in the Collection Account for such Collection Period and (iii) any Purchase Amounts paid by the Depositor or the Servicer relating to such Collection Period is greater than or equal to the sum of (A) the Note Balance of the Notes and all accrued but unpaid interest thereon and (B) all other amounts payable by the Issuer under the Transaction Documents, including all amounts due to the Indenture Trustee under the Indenture.

(b)When the purchase price for the Trust Property is included in Available Funds for a Payment Date, the Issuer will be deemed to have sold and assigned to the Servicer as of the last day of the preceding Collection Period all of the Issuer’s right, title and interest in and to the Trust Property, including the Receivables and all security and documents relating to such Receivables.  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 Receivables free and clear of any Liens, other than Permitted Liens.  Upon such sale, the Servicer will mark its receivables systems 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.

Section 8.2.Termination.  This Agreement (other than Sections 6.2 and 6.3) will terminate and be of no further force or effect 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 termination of the Issuer in accordance with Section 8.1 of the Trust Agreement.

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 ten Business Days’ prior notice by the Issuer 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 Officer’s Certificate to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not have a material adverse effect on the Notes; 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

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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 ten Business Days’ prior notice by the Issuer 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 a majority of the Note Balance of each Class of the Notes Outstanding (with each Class voting separately, except that all Noteholders of the Class A Notes will vote together as a single class).

(c)Notwithstanding anything else stated in Section 9.1(a) or (b), no such amendment: may (i) (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, (B) change 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 or (C) reduce the percentage of the Note Balance of the Notes required to consent to any such amendment, without the consent of all affected Noteholders or (ii) change the Specified Reserve Balance without receipt of the consent of all affected Noteholders.

(d)Promptly upon the execution of any amendment in accordance with this Section 9.1, the Issuer will deliver a copy of such amendment to the Indenture Trustee and each Rating Agency, and the Indenture Trustee will notify the Noteholders 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

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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 five 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 receivables 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 Transaction Document, 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.

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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, three days after deposit in the mail;

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

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

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to 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.

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

30

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 LLC
World Headquarters, Suite 801-C1
One American Road
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:

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Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone: (313) 322-1200
Fax:  (313) 337-1160

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 one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) the Notes, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer, respectively, 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 Transaction 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 Mellon, not in its individual capacity but solely as Indenture Trustee, and in no event will The Bank of New York Mellon 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.

[Remainder of Page Intentionally Left Blank]

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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 2013-D,
		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 2013-D
	By:	/s/ Annette Morgan
		Name: Annette Morgan
		Title: Assistant Vice President
	FORD MOTOR CREDIT COMPANY LLC,
		as Servicer
	By:	/s/ Samuel P. Smith
		Name: Samuel P. Smith
		Title: Assistant Treasurer

[Signature Page to Sale and Servicing Agreement]

AGREED AND ACCEPTED BY:
THE BANK OF NEW YORK MELLON,
	not in its individual capacity
	but solely as Indenture Trustee
By:	/s/ Esther Antoine
	Name: Esther Antoine
	Title: Vice President
U.S. BANK TRUST NATIONAL ASSOCIATION,
	not in its individual capacity
	but solely as Owner Trustee
By:	/s/ Annette Morgan
	Name: Annette Morgan
	Title: Assistant Vice President
FORD MOTOR CREDIT COMPANY LLC,
	as Custodian
By:	/s/ Samuel P. Smith
	Name: Samuel P. Smith
	Title: Assistant Treasurer

[Signature Page to Sale and Servicing Agreement]

Schedule A

Schedule of Receivables

Delivered on CD-ROM to Indenture Trustee at Closing

SA-1

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 LLC

c/o Ford Motor Company

World Headquarters, Suite 801-C1

One American Road

Dearborn, Michigan 48126

Attention:  Securitization Operations Supervisor

Telephone:  (313) 594-3495

Fax:  (313) 390-4133

With a copy to:

Ford Motor Credit Company LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention:  Corporate Secretary

Telephone:  (313) 323-1200

Fax:  (313) 337-1160

2.If to the Depositor:

Ford Credit Auto Receivables Two LLC

c/o Ford Motor Company

World Headquarters, Suite 801-C1

One American Road

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 LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention:  Corporate Secretary

Telephone:  (313) 323-1200

Fax:  (313) 337-1160

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 LLC

c/o Ford Motor Company

World Headquarters, Suite 801-C1

One American Road

Dearborn, Michigan 48126

Attention:  Ford Credit SPE Management Office

Telephone:  (313) 594-3495

Fax:  (313) 390-4133

and

Ford Motor Credit Company LLC

One American Road

Suite 2411, Office 212-016

Dearborn, Michigan 48126

Attention:  Corporate Secretary

Telephone:  (313) 323-1200

Fax:  (313) 337-1160

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 Fitch:

Fitch Ratings, Inc.

1 State Street Plaza

New York, New York 10004
Attention:  Asset Backed Surveillance

Telephone:  (212) 908-0500

Fax:  (212) 514-9879

7.If to Moody’s:

Moody’s Investors Service, Inc..

7 World Trade Center

250 Greenwich Street

New York, New York 10007
Attention:  Asset Finance Group — 24th Floor

Telephone:  (212) 553-0300

Fax:  (212) 298-6834

SB-2

Appendix A

USAGE AND DEFINITIONS

FORD CREDIT AUTO OWNER TRUST 2013-D

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 generally accepted accounting principles, international financial reporting standards or such other applicable accounting principals as in effect in the United States on the date of the document that incorporates this Appendix.

(c)References to “Article,” “Section,” “Exhibit,” “Schedule,” “Appendix” or another subdivision of or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule, appendix 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.”

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(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.

(j)References to a month or year are, unless otherwise specified, to a calendar month or calendar year, as applicable.

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 for the Closing Date;

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 for such Payment Date.

“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 service contracts, physical damage, credit life and disability insurance 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.

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“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 Funds” means, for a Payment Date, the sum of the following amounts for such Payment Date:

(a)Collections for the related Collection Period in the Collection Account; plus

(b)Purchase Amounts received on Receivables that became Purchased Receivables during the related 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; plus

(d)the Reserve Account Draw Amount.

“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.

“Book-Entry Note” means a beneficial interest in any of the Notes issued in book-entry form pursuant to Section 2.10 of the Indenture.

“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.

“Certificate of Formation” means the Amended and Restated Certificate of Formation of the Depositor or the Certificate of Formation of Ford Credit, as amended, as the context requires.

“Certificate of Trust” means the Certificate of Trust of Ford Credit Auto Owner Trust 2013-D.

“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 $347,900,000  Class A-1 0.24000% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

“Class A-2 Notes” means the $467,100,000 Class A-2 0.45% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

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“Class A-3 Notes” means the $471,600,000 Class A-3 0.67% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

“Class A-4 Notes” means the $110,200,000 Class A-4 1.11% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

“Class B Notes” means the $44,110,000 Class B 1.54% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit B to the Indenture.

“Class C Notes” means the $29,410,000 Class C 1.72% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit B to the Indenture.

“Class D Notes” means the $29,410,000 Class D 2.32% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit B to the Indenture.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Closing Date” means November 26, 2013.

“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) all present and future claims, demands, causes of action and choses in action in respect of the foregoing and (d) all payments on or under and all proceeds of the foregoing; but excluding, the Trust Distribution Account (if established) and all funds 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 month, commencing with the Cutoff Date.  For any Payment 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 (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; plus

(c)partial prepayments due to refunds of cancelled items originally included in the Amount Financed, such as service contracts, physical damage, credit life and disability insurance and similar products; plus

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(d)Liquidation Proceeds; plus

(e)Recoveries;

but excluding

(a)amounts constituting the Supplemental Servicing Fee; plus

(b)amounts on any Receivable for which the Purchase Amount is included in the Available Funds for the related Payment Date.

“Control Agreement” means the Account Control Agreement, dated as of the Cutoff Date, among the Issuer, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC.

“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, 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, 9th Floor
Wilmington, Delaware  19801
Attention: Corporate Trust Services
Telephone:  (302) 576-3704
Fax:  (302) 576-3717

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, and

(b)with respect to the Indenture Trustee:

101 Barclay Street
Floor 4 West
New York, New York 10286
Attention:	Structured Finance Services — Asset Backed Securities
	Ford Credit Auto Owner Trust 2013-D
Telephone: (212) 815-5331
Fax: (212) 815-8091

or at such other address as the Indenture Trustee may designate by notice to the Owner Trustee and the Administrator.

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“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 November 1, 2013.

“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.

“Default” means any occurrence that with notice or the lapse of time or both would become an Event of Default.

“Definitive Notes” has the meaning specified in Section 2.11 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 a Receivable on which more than $49.99 of the scheduled payment required to be paid by the Obligor is past due.

“Depositor” means Ford Credit Auto Receivables Two LLC.

“DTC Letter” means the letter of representations for the Notes, dated November 26, 2013 between the Issuer and The Depository Trust Company.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Event of Default” has the meaning specified in Section 5.1(a) of the Indenture.

“Exchange Act” means the Securities Exchange Act of 1934.

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“Final Scheduled Payment Date” means, for each Class, the Payment Date specified below:

Class	Final Scheduled Payment Date
Class A-1	December 15, 2014
Class A-2	August 15, 2016
Class A-3	April 15, 2018
Class A-4	February 15, 2019
Class B	March 15, 2019
Class C	July 15, 2019
Class D	May 15, 2020

“Financed Vehicle” means a new or used car, light truck or utility vehicle and all related accessories securing an Obligor’s indebtedness under a Receivable.

“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 (or, in the case of the initial Payment Date, as of the Closing 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 Ratings, Inc.

“Ford Credit” means Ford Motor Credit Company LLC, a Delaware limited liability company.

“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 Mellon, 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.

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“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 $1,526,999,130.67, the aggregate Principal Balance of the Receivables as of the Cutoff Date.

“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 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, from the preceding Payment Date to such Payment Date (or from the Closing Date to December 16, 2013, in the case of the first Payment Date) and (b) for each other Class, from the 15th day of the month preceding such Payment Date to the 15th day of the month in which such Payment Date occurs (or from the Closing Date to December 15, 2013 in the case of the first Payment Date).

“Investment Company Act” means the Investment Company Act of 1940.

“Issuer” means Ford Credit Auto Owner Trust 2013-D, a Delaware statutory trust.

“Issuer Order” and “Issuer Request” has the meaning specified in Section 11.1(a) of the Indenture.

“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; or the Limited Liability Company Agreement of Ford Credit, dated as of April 30, 2007 and effective on May 1, 2007, as the context requires.

“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.

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“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 paid to the related Obligor.

“Monthly Deposit Required Ratings” has the meaning specified in Section 4.3(a) of the Sale and Servicing Agreement.

“Monthly Investor Report” has the meaning specified in Section 3.4(a) of the Sale and Servicing Agreement.

“Moody’s” means Moody’s Investors Service, Inc.

“Note Balance” means, for a Note or Class, the initial aggregate principal amount of such Note or Class minus all amounts distributed on such Note or Class that is allocable to principal.

“Noteholder” means the Person in whose name a Note is registered on the Note Register.

“Note Interest Rate” means, for each Class, the interest rate per annum specified below:

Class	Note Interest Rate
Class A-1	0.24000	%
Class A-2	0.45	%
Class A-3	0.67	%
Class A-4	1.11	%
Class B	1.54	%
Class C	1.72	%
Class D	2.32	%

“Note Interest Shortfall” means, for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the preceding Payment Date for such Class over the amount of interest that was paid to the Noteholders of such Class on such preceding Payment Date, together with interest on such excess amount, to the extent lawful, at the Note Interest Rate for such Class for the related Interest Period.

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“Note Monthly Interest” means, for a Class 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 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 such 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 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

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Trustee is presented that any such Notes are held by a bona fide purchaser; provided that in determining whether (i) Noteholders evidencing the required Note Balance have given any request, demand, authorization, direction, notice, consent or waiver under any Transaction Document, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be deemed not to be Outstanding and (ii) 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; provided, however, that, notwithstanding the foregoing, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be treated as Outstanding if (A) no other Notes remain Outstanding or (B) such Notes have been pledged in good faith and 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 Affiliates.

“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 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

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full faith and credit of the United 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 that satisfied the Rating Agency Condition.

“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 November 18, 2013, to the Depositor’s prospectus, dated November 18, 2013.

“Principal Balance” means, for a Receivable as of the last day of a month, an amount (not less than zero) equal to:

(a)the Amount Financed; minus

(b)the portion of all amounts applied on or prior to such date allocable to principal; minus

(c)Realized Losses.

“Principal Payment Account” means the 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 final prospectus supplement, dated November 19, 2013, to the Depositor’s prospectus, dated November 18, 2013, 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 final offering memorandum, dated November 19, 2013, 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.

“Purchase Amount” means, for a Receivable for which the Purchase Amount is to be included in Available Funds for a Payment Date, the Principal Balance of the Receivable as of the last day of the second preceding Collection Period plus 30 days of interest at the applicable

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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 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 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 and for which, in each case, the Purchase Amount is included in Available Funds for the related Payment Date.

“QIB” has the meaning specified in Section 2.4 of the Indenture.

“Qualified Institution” means (a) 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 (i) is subject to supervision and examination by federal or State banking authorities, (ii) has a short-term deposit rating of “F1+” from Fitch (if rated by Fitch) and “P-1” from Moody’s, (iii) 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 at least “A” from Fitch (if rated by Fitch), and (iv) if such institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation, or (b) the corporate trust department of 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 is subject to supervision and examination by federal or State banking authorities that (x) is authorized under such laws to act as a trustee or in any other fiduciary capacity, and (y) has a long-term deposit rating of at least “A” from Fitch (if rated by Fitch) and at least “Baa3” from Moody’s.

“Rating Agency” means, as of any date, each nationally recognized statistical rating organization that has been engaged by the Depositor to provide a rating on the Notes and is then rating the Notes.

“Rating Agency Condition” means, for an action or request, (a) with respect to Fitch, the Issuer has given ten days’ prior written notice to Fitch and Fitch has not notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee before the end of such ten day period in writing that such action or request will result in a downgrade or withdrawal of its then current rating on any of the Notes and (b) with respect to Moody’s, that (i) except as provided in clause (ii), the Issuer has given ten days’ prior written notice to Moody’s and Moody’s has not notified

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the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee in writing that such action will result in a downgrade or withdrawal of the then current rating on any of the Notes, and (ii) in the case of an action described in clause (f) of the definition of “Permitted Investments” or in connection with the remittance of amounts on the related Payment Date pursuant to the Sale and Servicing Agreement, including Section 3.2 or 4.3 thereof, Moody’s has notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee in writing that such action 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, for a Collection Period, any retail installment sale contract or finance contract listed on the Schedule of Receivables, excluding any such contract that (a) became a Purchased Receivable during a preceding Collection Period or (b) was a charged off Receivable sold pursuant to Section 3.3 during a preceding Collection Period.

“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 Book-Entry Note, 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)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, to the extent such amounts have not been included in calculating Liquidation Proceeds for such Collection Period; minus

(c)any amounts required by law or under the Credit and Collection Policy to be paid to the Obligor.

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“Redemption Date” means the Payment Date specified by the Servicer for a redemption of the Notes pursuant to Section 10.1 of the Indenture.

“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, the greater of:

(a)an amount (not less than zero) equal to:

(i)the greater of:

(A)the Note Balance of the Class A-1 Notes as of the preceding Payment Date or the Closing Date, as applicable; and

(B)an amount equal to:

(1)the aggregate Note Balances of all Notes as of the preceding Payment Date or the Closing Date, as applicable; minus

(2)the Pool Balance as of the last day of the preceding Collection Period minus the Targeted Overcollateralization Amount; minus

(ii)the sum of the First Priority Principal Payment, the Second Priority Principal Payment and the Third Priority Principal Payment; and

(b)on and after the Final Scheduled Payment Date of the Class D Notes, 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.

“Required Rating” means, for short-term unsecured debt obligations, a rating of (a) “F1+” from Fitch and (b) “P-1” from Moody’s.

“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 lesser of:

(a)an amount (not less than zero) equal to the Total Required Payment minus the Available Funds determined without regard to the Reserve Account Draw Amount; and

(b)the amount in the Reserve Account minus any net investment earnings.

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“Residual Interest” means a beneficial ownership interest in the Issuer, as recorded on the Trust Register.

“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 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, senior associate 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.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Information” has the meaning specified in Section 2.4 of the Indenture.

“Rule 144A Notes” has the meaning specified in Section 2.4(h) of the Indenture.

“Rule 144A Note Transfer” has the meaning specified in Section 2.4(i) 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:

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(i)the aggregate Note Balances of the Class A Notes and the Class B Notes as of the preceding Payment Date (or, in the case of the initial Payment Date, as of the Closing Date); minus

(ii)the Adjusted Pool Balance; minus

(iii)the First Priority Principal Payment; and

(b)on and after the Final Scheduled Payment Date of the Class B Notes, the Note Balance of the Class B Notes.

“Secured Parties” means the Noteholders.

“Securities Account” means each account established and maintained pursuant to Section 2.1 of the Control Agreement.

“Securities Act” means the Securities Act of 1933.

“Security Documents” has the meaning specified in Section 2.5(h) of the Sale and Servicing Agreement.

“Servicer” means Ford Credit or the Successor Servicer.

“Servicer Termination Event” has the meaning specified in Section 7.1 of the Sale and Servicing Agreement.

“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 (or the Cutoff Date for the first month).

“Similar Law” means any federal, State, local or non-U.S. law or regulation that is substantially similar to Title I of ERISA or Section 4975 of the Code.

“Specified Reserve Balance” means $7,634,995.65, or 0.50% of the Initial Pool Balance.

“Sponsor” means Ford Credit.

“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.

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“Targeted Credit Enhancement Amount” means, for a Payment Date, the greater of:

(a)the Specified Reserve Balance; and

(b)1.50% 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 (or, in the case of the initial Payment Date, as of the Closing 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 per annum, 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, and for any expenses of the Issuer incurred in accordance with the Transaction Documents; plus

(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)the First Priority Principal Payment; plus

(e)the Second Priority Principal Payment; plus

(f)the Third Priority Principal Payment; plus

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(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.

“Transaction Documents” means the Certificate of Formation and the Limited Liability Company Agreement of the Depositor, the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the DTC Letter and the Control Agreement.

“Trust Accounts” means the Bank Accounts and the Trust Distribution Account (if established).

“Trust Agreement” means the Second 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.

“U.S. Bank Trust” means U.S. Bank Trust National Association, a national banking association.

“Void Rule 144A 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:

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(a)the future payments on the 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)the future payments on the Receivable discounted to present value as of the last day of the preceding Collection Period (or the Cutoff Date, for the Closing Date) at 5.25%.

For purposes of this calculation, the future payments on each Receivable are the equal monthly payments that would reduce the Receivable’s 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	$	56,678,264.63	November 2016	$	8,151,835.80
December 2013	54,672,647.91		December 2016	7,482,882.69
January 2014	52,704,664.55		January 2017	6,846,916.95
February 2014	50,774,523.50		February 2017	6,243,708.31
March 2014	48,882,324.48		March 2017	5,673,180.13
April 2014	47,028,166.44		April 2017	5,135,166.83
May 2014	45,212,097.64		May 2017	4,629,455.95
June 2014	43,434,028.50		June 2017	4,155,754.12
July 2014	41,693,685.07		July 2017	3,713,642.15
August 2014	39,990,662.62		August 2017	3,302,714.95
September 2014	38,325,087.49		September 2017	2,922,417.05
October 2014	36,697,098.62		October 2017	2,571,974.54
November 2014	35,106,711.37		November 2017	2,250,278.91
December 2014	33,553,772.23		December 2017	1,956,093.58
January 2015	32,038,282.34		January 2018	1,688,474.25
February 2015	30,560,288.02		February 2018	1,446,607.35
March 2015	29,119,923.40		March 2018	1,229,739.04
April 2015	27,717,344.46		April 2018	1,037,187.12
May 2015	26,352,608.70		May 2018	868,266.62
June 2015	25,025,633.03		June 2018	722,157.05
July 2015	23,736,205.75		July 2018	597,453.16
August 2015	22,484,021.90		August 2018	492,320.20
September 2015	21,269,142.23		September 2018	404,541.17
October 2015	20,091,630.93		October 2018	331,797.22
November 2015	18,951,506.77		November 2018	271,700.29
December 2015	17,848,763.87		December 2018	220,777.81
January 2016	16,783,358.14		January 2019	175,736.41
February 2016	15,755,296.27		February 2019	136,408.51
March 2016	14,764,519.34		March 2019	102,649.24
April 2016	13,810,891.99		April 2019	74,304.50
May 2016	12,894,263.14		May 2019	51,202.23

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June 2016	12,014,305.19	June 2019	33,124.18
July 2016	11,170,680.15	July 2019	19,681.75
August 2016	10,363,108.17	August 2019	10,293.48
September 2016	9,591,240.14	September 2019	4,324.25
October 2016	8,854,377.64	October 2019	1,125.83

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Exhibit A

Form of Monthly Investor Report

Ford Credit Auto Owner Trust 2013-D
Monthly Investor Report

Collection Period
Payment Date
Transaction Month(s)

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 333-189385 and at http://www.fordcredit.com/institutionalinvestments/index.jhtml.

I.  ORIGINAL DEAL PARAMETERS

		Weighted Avg Remaining
Dollar Amount	# of Receivables	Term at Cutoff

	Dollar Amount	Note Interest Rate		Legal Final Maturity
Initial Pool Balance
Original Securities:
Class A-1 Notes			%
Class A-2 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

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Collections

Purchase Amounts:

Purchase Amounts Related to Principal

Purchase Amounts Related to Interest

Sub Total

Clean-up Call

Reserve Account Draw Amount

Available Funds – Total

III. DISTRIBUTIONS

	Calculated Amount	Amount Paid	Shortfall	Carryover Shortfall	Remaining Available Funds
Owner Trustee, Indenture Trustee and Issuer Fees and Expenses
Servicing Fee
Interest – Class A-1 Notes
Interest – Class A-2 Notes
Interest – Class A-3 Notes
Interest – Class A-4 Notes
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 Owner Trustee, Indenture Trustee and Issuer Fees and Expenses
Collections Released to Depositor
Total

Principal Payment:

First Priority Principal Payment

Second Priority Principal Payment

Third Priority Principal Payment

Regular Principal Payment

Total

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IV. NOTEHOLDER PAYMENTS

Noteholder Principal
Payments Noteholder Interest
Payments Total Payment

	Actual Per $1,000 of Original Balance	Actual Per $1,000 of Original Balance	Actual Per $1,000 of Original Balance
Class A-1 Notes
Class A-2 Notes
Class A-3 Notes
Class A-4 Notes
Class B Notes
Class C Notes
Class D Notes

V. NOTE BALANCE AND POOL INFORMATION

	Beginning of Period		End of Period
	Balance	Note Factor	Balance	Note Factor
Class A-1 Notes
Class A-2 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)

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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

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
91-120 Days Delinquent
Over 120 Days Delinquent
Total Delinquent Receivables

Repossession Inventory:

Repossessed in Current Collection Period

Total Repossessed 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

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Current Collection Period

Three Month Average

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IX.  REPURCHASE DEMAND ACTIVITY (RULE 15Ga-1)

(1)  Repurchase Activity

[No activity to report]

Total Assets in ABS by Originator

Assets That Were Subject of Demand

Assets That Were Repurchased or Replaced

Assets Pending Repurchase or Replacement (within cure period)

Demand in Dispute

Demand Withdrawn

Demand Rejected

Name of Issuing Entity

Check if Registered

Name of Originator

(#)

($)

(% of principal balance)

(#)

($)

(% of principal balance)

(#)

($)

(% of principal balance)

(#)

($)

(% of principal balance)

(#)

($)

(% of principal balance)

(#)

($)

(% of principal balance)

(#)

($)

(% of principal balance)

Retail Auto Loans:

Ford Motor Credit Company LLC

Ford Credit Auto Owner Trust 2013-D

CIK#

(2)  Most Recent Form ABS-15G

Filed by:  Ford Motor Credit Company LLC

CIK#:  [                  ],

Date:   [                ]

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EX-99.2

Exhibit 99.2

PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,
as Sponsor

and

FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor

Dated as of November 1, 2013

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	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		8
Section 4.1.	Filing and Maintenance of Financing Statements and Security Interests	8
Section 4.2.	Account Records and Receivables Systems	8
Section 4.3.	Inspections	8
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

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PURCHASE AGREEMENT, dated as of November 1, 2013 (this “Agreement”), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, 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, light trucks and utility vehicles from motor vehicle dealers.

The Sponsor wishes to sell and assign, 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

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of November 1, 2013, among Ford Credit Auto Owner Trust 2013-D, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

ARTICLE II
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 and assigns 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 $1,460,066,552.52 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 and assignment 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 and assignment 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, all amounts payable as Servicing Fees under the Sale and Servicing Agreement and all other amounts payable by the Issuer under the Transaction Documents, 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 organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware.  The Sponsor 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 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 authorized the execution, delivery and performance of the terms of this Agreement.  This Agreement is the legal, valid and binding obligation of the Sponsor, enforceable against 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 (other than this Agreement), (iii) violate the Certificate of Formation or the Limited Liability Company Agreement 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

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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 Sponsor’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.

(f)Investment Company Act.  The Sponsor is not an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act.

(g)Selection Procedures.  No selection procedures believed to be adverse to the Noteholders have been utilized in selecting the Receivables from other receivables of the Sponsor that meet the criteria specified in Section 3.2.

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 (or, with respect to Receivables representing less than 0.1% of the Initial Pool Balance, under United States law on a United States military base outside 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 (or, with respect to Receivables representing less than 0.1% of the Initial Pool Balance, originated in the United States by Ford Credit in the ordinary course of Ford Credit’s business for the sale of a Financed Vehicle to a Dealer for dealership use) 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

3

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 of 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 is unlawful, void or voidable.  The terms of the Receivable do not limit the right of the owner of such Receivable to sell such Receivable.  The Sponsor has not entered into any agreement with any Person that prohibits, restricts or conditions the sale of any Receivable 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 Security 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, which was validly created and is a perfected, first priority security interest, or the Sponsor has commenced procedures that will result in the perfection of a first priority security interest in the related Financed Vehicle, and said security interest is assignable by the Sponsor to the Depositor.

(j)Good Title.  Immediately before the sale under this Agreement, the Sponsor had good 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 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

4

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.  As of the Cutoff Date, 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.  As of the Cutoff Date, no Receivable has been amended to extend the due date for any payment 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 the Credit and Collection Policy.

5

(t)Scheduled Payments.  Each Receivable has a first scheduled due date not later than 30 days after the Cutoff Date.

(u)Schedule of Receivables.  The information in the Schedule of Receivables is true and correct in all material respects as of the Cutoff Date.

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 (or, at the option of the Sponsor, the first full Collection Period) after the Responsible Person obtains actual knowledge or is notified of such breach, the Sponsor will repurchase such Receivable by paying (or causing to be paid) the Purchase Amount on the Business Day preceding the Payment Date after such Collection Period (or, with satisfaction of the Rating Agency Condition, on such Payment Date).  If Ford Credit is the Servicer, the Sponsor may pay any Purchase Amount in accordance with Section 4.3(c) of the Sale and Servicing Agreement.

(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 Section 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)When the Sponsor’s payment of the Purchase Amount is included in Available Funds for a Payment Date, the Depositor will be deemed to have sold and assigned to the Sponsor as of the last day of the second preceding Collection Period, 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 will mark its receivables systems to indicate that any receivable purchased pursuant to Section 3.3(a) is no longer a Receivable or take any 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

6

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 the Sale and Servicing Agreement), (iii) violate the Certificate of Formation or Limited Liability Company Agreement of the Depositor 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.

(e)Investment Company Act.  The Depositor is not an “investment company” or a company “controlled by an investment company” within the meaning of the Investment Company Act.

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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 in accordance with this Section 4.1 seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Depositor at least five days’ prior notice of such change and promptly files appropriate amendments to all previously filed financing statements.

Section 4.2.Account Records and Receivables 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 mark its receivables systems, from and after the Closing Date, to 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 Transaction 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

8

inspect and audit 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.

ARTICLE V
MISCELLANEOUS

Section 5.1.Amendment.

(a)This Agreement may be amended by the Depositor and the Sponsor, with prior notice by the Sponsor to the Rating Agencies, for any purpose if either (i) the Depositor or the Sponsor delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee to the effect that such amendment will not have a material adverse effect on the Notes or (ii) the consent of the Noteholders of a majority of the Note Balance of each Class of Notes 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, three days after deposit in the mail;

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

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

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

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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 (i) in the case of Definitive Notes, 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 or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  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.

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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.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
as Sponsor
By:	/s/ Samuel P. Smith
	Name: Samuel P. Smith
	Title: Assistant Treasurer
FORD CREDIT AUTO RECEIVABLES TWO LLC,
as Depositor
By:	/s/ Susan J. Thomas
	Name: Susan J. Thomas
	Title: Secretary

[Signature Page to Purchase Agreement]

Exhibit A

Schedule of Receivables

Delivered to Depositor on CD-ROM at Closing

EX-99.3

Exhibit 99.3

ADMINISTRATION AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2013-D,
as Issuer,

FORD MOTOR CREDIT COMPANY LLC,
as Administrator

and

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

Dated as of November 1, 2013

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ENGAGEMENT OF ADMINISTRATOR		1
Section 2.1.	Engagement	1
Section 2.2.	Compensation	1
ARTICLE III DUTIES OF 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.	Updating List of Responsible Persons	6
Section 3.7.	Prohibition on Certain Actions	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	8
Section 5.3.	Action upon Termination, Resignation or Removal	9
Section 5.4.	Term of Agreement	9
ARTICLE VI MISCELLANEOUS		9
Section 6.1.	Independence of the Administrator	9
Section 6.2.	Transactions with Affiliates; Other Transactions	9
Section 6.3.	Amendments	10
Section 6.4.	Notices	10
Section 6.5.	Assignment	10
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	11
Section 6.11.	Counterparts	11
Section 6.12.	Headings	11
Section 6.13.	No Petition	11
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

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ADMINISTRATION AGREEMENT, dated as of November 1, 2013 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2013-D, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Administrator, and THE BANK OF NEW YORK MELLON, 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 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 Transaction Documents on the terms set forth in this Agreement.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of November 1, 2013, among Ford Credit Auto Owner Trust 2013-D, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

ARTICLE II
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 Transaction Documents on the terms set forth in this Agreement and the Administrator accepts such engagement.

Section 2.2.Compensation.  As compensation for the performance 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 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

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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, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture.  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 instruments 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));

(c)determining whether the requirements of UCC Section 8-401(a) are met (Sections 2.4(b) and (c));

(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)causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9);

(g)preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11);

(h)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);

(i)directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3);

(j)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(b));

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(k)directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c));

(l)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);

(m)preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5);

(n)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));

(o)notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event 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));

(p)effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8(a));

(q)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(b) and (c) and Section 3.9);

(r)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);

(s)notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15);

(t)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);

(u)notifying the Indenture Trustee (with a copy of such notice to any Qualified 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);

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(v)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);

(w)causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreement (Section 5.17);

(x)removing the Indenture Trustee upon the occurrence of one of 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);

(y)notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9);

(z)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);

(aa)inspecting the Indenture Trustee’s books and records (Section 6.13);

(bb)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);

(cc)preparing and, after execution by the Issuer (or, if applicable, by the Servicer on behalf of 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);

(dd)notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b));

(ee)preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Sections 8.4 and 10.1);

(ff)preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction of the Rating Agency Condition and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2);

(gg)causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6);

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(hh)causing the Indenture Trustee to notify the Noteholders of the redemption of the Notes (Section 10.1);

(ii)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)); and

(jj)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)).

Section 3.3.Additional Duties.

(a)The Administrator will perform all duties required to be performed by the Administrator pursuant to the Indenture.

(b)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 Transaction 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 Transaction 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 Transaction 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, including:

(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 in connection with the Issuer’s duties and obligations under the Transaction 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 maintained by the Owner Trustee under the laws of any State in connection with the duties and obligations of the Owner Trustee under the Transaction Documents.

(c)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 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.

(d)The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the holder of the Residual Interest as contemplated 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

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tax withholding is subsequently required or any previously required tax withholding is no longer required.

(e)The Administrator will perform the duties of the Administrator specified in Sections 7.2, 7.3 and 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 Agreement.

(f)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.

(g)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.Updating List of Responsible Persons.  The Administrator may from time to time provide notice to the Owner Trustee, the Indenture Trustee, the Servicer and the Depositor specifying the individuals who are authorized to act as a “Responsible Person” with respect to the Administrator.

Section 3.7.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 Transaction 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.

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ARTICLE IV
INDEMNIFICATION

Section 4.1.Indemnification.

(a)The Depositor and the Administrator will, jointly and severally, indemnify, defend and hold harmless the Indenture Trustee (in each of its capacities under the Transaction Documents, including as a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC under the Control Agreement) 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 and the other Transaction Documents, 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, jointly and severally, 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)The Depositor and the Administrator will, jointly and severally, indemnify, defend and hold harmless the Issuer 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 Issuer’s agents, counsel, accountants and experts) incurred as a result of the Issuer’s failure to be licensed as a “debt collector”, “debt collection agency” or any substantially similar designation, as required by any federal, state or local law or regulation.  If, pursuant to a final, non-appealable judgment in any jurisdiction, any fine or penalty is imposed upon the Issuer with respect to a Receivable under any such law or regulation as a result of its failure to be so licensed, the Administrator, in its capacity as Servicer, will purchase from the Issuer such Receivable in accordance with Section 3.2 of the Sale and Servicing Agreement.

(d)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

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in respect of such Proceeding is to be made against the Depositor or the Administrator under Section 4.1(a), (b) or (c), 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 Indemnified 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 which is reasonably satisfactory to the Administrator.  The obligations of the Administrator under this Article IV will survive the termination of this Agreement.

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 Agreement:

(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 five 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

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direction of Noteholders of 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) the Rating Agency Condition has been satisfied 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 Agreement.  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 administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer.

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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 Officer’s Certificate to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not have a material adverse effect on the Notes.  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 each Class of Notes (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class); 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, three days after deposit in the mail;

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

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

(iv)  in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreement or at such other address as any party may designate by notice to the other parties.

(b)           Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, 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 or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  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 satisfaction of the Rating Agency Condition 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 satisfaction of the Rating Agency Condition to a Person that is a successor (by merger,

10

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 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 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 one year and one day (or, if longer, any applicable preference period) after the payment in full of the Notes, institute against, or join any other Person in instituting against, the Issuer any

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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 Transaction 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 one year and one day (or, if longer, any applicable preference period) after the payment in full of all securities issued by the Depositor or by a trust for which the Depositor was depositor, 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 U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Transaction 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 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, the terms and provisions of the Trust Agreement.

(b)           This Agreement has been signed by The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee.  In no event will The Bank of New York Mellon 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.  For all purposes of this Agreement, the Indenture Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Indenture.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

		FORD CREDIT AUTO OWNER TRUST 2013-D,
			as Issuer
		By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
			not in its individual capacity but solely as Owner Trustee
		By:	/s/ Annette Morgan
			Name: Annette Morgan
			Title: Assistant Vice President
		THE BANK OF NEW YORK MELLON,
			not in its individual capacity but solely as Indenture Trustee
		By:	/s/ Esther Antoine
			Name: Esther Antoine
			Title: Vice President
		FORD MOTOR CREDIT COMPANY LLC,
			as Administrator
		By:	/s/ Samuel P. Smith
			Name: Samuel P. Smith
			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

[Signature Page to Administration Agreement]

EX-99.4

Exhibit 99.4

ACCOUNT CONTROL AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2013-D,
as Grantor

and

THE BANK OF NEW YORK MELLON
as Secured Party and Financial Institution

Dated as of November 1, 2013

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS		1
Section 2.1.	Description of Account	1
Section 2.2.	Account Modifications	1
Section 2.3.	Type of Account	1
Section 2.4.	Securities Account Provisions	1
ARTICLE III SECURED PARTY CONTROL		2
Section 3.1.	Control for Purposes of UCC	2
Section 3.2.	Conflicting Orders or Instructions	2
ARTICLE IV INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS		2
Section 4.1.	Investment of Funds	2
ARTICLE V SUBORDINATION OF LIEN; WAIVER OF SET-OFF		3
Section 5.1.	Subordination	3
Section 5.2.	Set-off and Recoupment	3
ARTICLE VI OTHER AGREEMENTS		3
Section 6.1.	Adverse Claim	3
Section 6.2.	Correspondence, Statements and Confirmations	3
Section 6.3.	Representation of the Financial Institution	3
Section 6.4.	Release of Financial Institution	3
Section 6.5.	Termination	3
Section 6.6.	Existence of Other Agreements	4
Section 6.7.	Notice	4
ARTICLE VII MISCELLANEOUS		4
Section 7.1.	Amendment	4
Section 7.2.	Conflict With Other Agreement	4
Section 7.3.	Location of Financial Institution	4
Section 7.4.	GOVERNING LAW	5
Section 7.5.	Submission to Jurisdiction	5
Section 7.6.	WAIVER OF JURY TRIAL	5
Section 7.7.	Successors	5
Section 7.8.	Notices	5
Section 7.9.	Severability	6
Section 7.10.	Counterparts	6
Section 7.11.	Headings	6
Section 7.12.	No Petition	6
Section 7.13.	Limitation of Liability of Indenture Trustee	6
Section 7.14.	Limitation of Liability of Owner Trustee	6

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ACCOUNT CONTROL AGREEMENT, dated as of November 1, 2013 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2013-D, a Delaware statutory trust, as Grantor (the “Grantor”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee for the benefit of the Noteholders (in such capacity, the “Secured Party”), and THE BANK OF NEW YORK MELLON in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”).

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of November 1, 2013, among Ford Credit Auto Owner Trust 2013-D, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.  All references to the “UCC” mean the Uniform Commercial Code as in effect in the State of New York.

ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS

Section 2.1.Description of Account.  The Financial Institution has established the following accounts (each, a “Collateral Account”):

“Collection Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2013-D” with account number 894290;

“Reserve Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2013-D” with account number 894291; and

“Principal Payment Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2013-D” with account number 894292.

Section 2.2.Account Modifications.  Neither the Financial Institution nor the Grantor will change the name or account number of any Collateral Account without the prior written consent of the Secured Party.

Section 2.3.Type of Account.  The Financial Institution agrees that each Collateral Account is, and will be maintained as, either (a) a “securities account” (as defined in Section 8-501 of the UCC) or (b) a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Section 2.4.Securities Account Provisions.  If and to the extent any Collateral Account is a securities account (within the meaning of Section 8-501 of the UCC) the Financial Institution agrees that:

(a)all securities, financial assets or other investment property (other than cash) credited to each Collateral Account will be registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution.  In no case will any financial asset credited to any Collateral Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless the foregoing have been specially indorsed to the Financial Institution or in blank; and

(b)all financial assets delivered to the Financial Institution pursuant to the Indenture will be promptly credited to the appropriate Collateral Account; and each item of property (whether investment property, financial asset, security or instrument) credited to any Collateral Account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

ARTICLE III
SECURED PARTY CONTROL

Section 3.1.Control for Purposes of UCC.  If the Financial Institution receives any order from the Secured Party or its authorized agent (a) directing disposition of funds in any Collateral Account or (b) directing transfer or redemption of the financial assets relating to the Collateral Accounts (a “Secured Party Order”), the Financial Institution will comply with the Secured Party Order without further consent by the Grantor or any other person.

Section 3.2.Conflicting Orders or Instructions.  Notwithstanding anything to the contrary contained in this Agreement, if at any time, the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor.  The Financial Institution will (a) have no obligation to investigate or inquire as to whether the Secured Party is entitled pursuant to the Indenture or otherwise to deliver any Secured Party Order and (b) be entitled to rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the appropriate party.

ARTICLE IV
INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS

Section 4.1.Investment of Funds.  If (a) the Financial Institution has not otherwise received a Secured Party Order regarding the investment of funds held in the Collateral Accounts by 11:00 a.m. New York time (or such other time as may be agreed between the Financial Institution and the Grantor) on the Business Day preceding a Payment Date or (b) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice of such continuing Default or Event of Default to the Financial Institution, the Financial Institution will, to the fullest extent practicable, invest and reinvest funds in such Collateral Account in accordance with the last investment instruction received, which will be deemed to be effective with respect to such investment.

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ARTICLE V
SUBORDINATION OF LIEN; WAIVER OF SET-OFF

Section 5.1.Subordination.  If the Financial Institution has, or subsequently obtains, by agreement, by operation of law or otherwise a security interest in any Collateral Account (or any portion thereof), the Financial Institution agrees that such security interest will be subordinate to the security interest of the Secured Party.

Section 5.2.Set-off and Recoupment.  The financial assets, money and other items credited to each Collateral Account will not be subject to deduction, set-off, recoupment, banker’s lien, or any other right in favor of any person other than the Secured Party.  However, the Financial Institution may set off (a) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of each Collateral Account, (b) the face amount of any checks which have been credited to a Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds and (c) any advances made in connection with the settlement of any investment made with respect to the Collateral Accounts.

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.Adverse Claim.  Except for the claims and interests of the Secured Party and the Grantor, the Financial Institution does not know of any lien on, or claim to, or interest in, any  Collateral Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC), cash or funds credited thereto.

Section 6.2.Correspondence, Statements and Confirmations.  The Financial Institution will promptly deliver copies of all statements, confirmations and other correspondence concerning any Collateral Account and, if applicable, any financial assets credited thereto, simultaneously to the Grantor and the Secured Party.

Section 6.3.Representation of the Financial Institution.  The Financial Institution represents that this Agreement is the valid and legally binding obligation of the Financial Institution.

Section 6.4.Release of Financial Institution.  The Grantor and the Secured Party agree that the Financial Institution is released from any and all liabilities to the Grantor and the Secured Party arising from the terms of this Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s negligence.  In no event will the Financial Institution be liable, directly or indirectly, to any person or entity for any indirect, special, incidental or consequential damages of any kind whatsoever (including lost profit), even if the Financial Institution has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 6.5.Termination.  The obligations of the Financial Institution to the Secured Party pursuant to this Agreement will continue in effect until the security interests of the Secured Party in each Collateral Account have been terminated pursuant to the terms of the Indenture and the Secured Party has notified the Financial Institution of such termination in writing.  The

3

obligations of the Financial Institution under this Agreement may be terminated (a) by the Financial Institution, if the Secured Party resigns or is removed as Indenture Trustee pursuant to the Indenture and (b) by the Grantor, if the Financial Institution ceases to be a Qualified Institution; provided, that no such termination will be effective until the Collateral Accounts have been established with, and transferred to, another securities intermediary which has agreed to assume the obligations of the Financial Institution under this Agreement.  The termination of this Agreement will not terminate any Collateral Account or alter the obligations of the Financial Institution to the Grantor pursuant to any other agreement with respect to any Collateral Account.

Section 6.6.Existence of Other Agreements.  The Financial Institution confirms and agrees that:

(a)There are no other agreements entered into between the Financial Institution and the Grantor with respect to any Collateral Account other than the Indenture and the other Transaction Documents;

(b)The Financial Institution has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to any Collateral Account pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person; and

(c)The Financial Institution has not entered into, and until the termination of this Agreement will not enter into, any agreement purporting to limit or condition the obligation of the Financial Institution to comply with entitlement orders or instructions.

Section 6.7.Notice.  If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Collateral Account (or in any financial asset, cash or funds carried therein), the Financial Institution will promptly notify the Secured Party.

ARTICLE VII
MISCELLANEOUS

Section 7.1.Amendment.  No amendment or modification of this Agreement or waiver of any right under this Agreement will be binding on any party to this Agreement unless it is in writing and is signed by all of the parties to this Agreement.

Section 7.2.Conflict With Other Agreement.  In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into with respect to any Collateral Account, the terms of this Agreement will prevail.

Section 7.3.Location of Financial Institution.  Regardless of any provision in any other agreement, for purposes of the UCC, New York will be the location of the bank for purposes of Sections 9-301, 9-304 and 9-305 of the UCC and the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.

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Section 7.4.GOVERNING LAW.  THIS AGREEMENT AND EACH COLLATERAL ACCOUNT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7.5.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 7.6.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 7.7.Successors.  The terms of this Agreement will be binding upon, and will be for the benefit of, the parties hereto and their respective successors and assigns and will apply to any successor account to any Collateral Account.

Section 7.8.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, three days after deposit in the mail;

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

(iii)in the case of an email, when receipt is confirmed by telephone, 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 (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreement or at such other address as any party may designate by notice to the other parties.

(b)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, 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 or

5

(ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  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 7.9.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 7.10.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 7.11.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 7.12.No Petition.  Notwithstanding any prior termination of this Agreement, the Secured Party, the Financial Institution and the Indenture Trustee will not, before the date which is one year and one day (or, if longer, any applicable preference period) after the payment in full of all the Notes, institute against, or join any 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 Transaction Documents.

Section 7.13.Limitation of Liability of Indenture Trustee.  For all purposes of this Agreement, the Indenture Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Indenture.

Section 7.14.Limitation of Liability of Owner Trustee.  Notwithstanding anything in this Agreement to the contrary, this Agreement has been signed on behalf of the Grantor by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Grantor and in no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of the Grantor have any liability for the representations, warranties, covenants, agreements or other obligations of the Grantor under this Agreement, as to all of which recourse may be had solely to the assets of the Grantor.  For all purposes of this Agreement, in the performance of any duties or obligations of the Grantor under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT AUTO OWNER TRUST 2013-D,
	as Grantor
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2013-D
By:	/s/ Annette Morgan
	Name: Annette Morgan
	Title: Assistant Vice President
THE BANK OF NEW YORK MELLON,
	as Secured Party
By:	/s/ Esther Antoine
	Name: Esther Antoine
	Title: Vice President
THE BANK OF NEW YORK MELLON,
	as Financial Institution
By:	/s/ Esther Antoine
	Name: Esther Antoine
	Title: Vice President

[Signature Page to Account Control Agreement]