0000898080-09-000064 Sample Contracts

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 2009-D Dated as of August 1, 2009
Trust Agreement • September 14th, 2009 • Ford Credit Auto Owner Trust 2009-D • Asset-backed securities • Delaware

SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 1, 2009 (this "Agreement"), between FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under this Agreement, to establish Ford Credit Auto Owner Trust 2009-D.

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and THE BANK OF NEW YORK MELLON, as Indenture Trustee Dated as of August 1, 2009
Indenture • September 14th, 2009 • Ford Credit Auto Owner Trust 2009-D • Asset-backed securities • New York

INDENTURE, dated as of August 1, 2009 (this "Indenture"), between FORD CREDIT AUTO OWNER TRUST 2009-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.

PURCHASE AGREEMENT between FORD MOTOR CREDIT COMPANY LLC, as Sponsor and FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor Dated as of August 1, 2009
Purchase Agreement • September 14th, 2009 • Ford Credit Auto Owner Trust 2009-D • Asset-backed securities • New York

PURCHASE AGREEMENT, dated as of August 1, 2009 (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.

ADMINISTRATION AGREEMENT among FORD CREDIT AUTO OWNER TRUST 2009-D, as Issuer, FORD MOTOR CREDIT COMPANY LLC, as Administrator and THE BANK OF NEW YORK MELLON, as Indenture Trustee Dated as of August 1, 2009
Administration Agreement • September 14th, 2009 • Ford Credit Auto Owner Trust 2009-D • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of August 1, 2009 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2009-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.

SALE AND SERVICING AGREEMENT among FORD CREDIT AUTO OWNER TRUST 2009-D, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor and FORD MOTOR CREDIT COMPANY LLC, as Servicer Dated as of August 1, 2009
Sale and Servicing Agreement • September 14th, 2009 • Ford Credit Auto Owner Trust 2009-D • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of August 1, 2009 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2009-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.

ACCOUNT CONTROL AGREEMENT between FORD CREDIT AUTO OWNER TRUST 2009-D, as Grantor and THE BANK OF NEW YORK MELLON as Indenture Trustee Dated as of August 1, 2009
Account Control Agreement • September 14th, 2009 • Ford Credit Auto Owner Trust 2009-D • Asset-backed securities • New York

ACCOUNT CONTROL AGREEMENT, dated as of August 1, 2009 (this "Agreement") among FORD CREDIT AUTO OWNER TRUST 2009-D, a Delaware statutory trust, as 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").

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