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):

May 22, 2008
 

        Ford Credit Auto Owner Trust 2008-C        

(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)

333-143316-05	26-6256932
(Commission File Number)	(IRS Employer Identification No.)
c/o Ford Credit SPE Management Office c/o Ford Motor Credit Company LLC Suite 2407, 211-044 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 1.01 Entry into a Material Definitive Agreement.

In connection with the issuance by Ford Credit Auto Owner Trust 2008-C (the “Trust”) of the asset backed securities (the "Notes") described in the Prospectus Supplement, dated May 16, 2008, and the Prospectus, dated May 15, 2008, 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 agreement(s) listed in Item 9.01(d) below. This Current Report on Form 8-K is being filed in connection with the execution of such agreement(s) to satisfy an undertaking to file copies of certain agreements executed in connection with the issuance of the Notes.

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 May 1, 2008, between the Trust and The Bank of New York, as Indenture Trustee.
Exhibit 4.2	Amended and Restated Trust Agreement, dated as of May 1, 2008, between the Registrant and U.S. Bank Trust National Association, as Owner Trustee.
Exhibit 10.1	ISDA Master Agreement and Schedule, each dated as of May 16, 2008, between the Trust and BNP Paribas.
Exhibit 10.2	ISDA Credit Support Annex, dated as of May 16, 2008, between the Trust and BNP Paribas.
Exhibit 10.3	ISDA Confirmation, dated as of May 16, 2008, between the Trust and BNP Paribas, with respect to the Class A-2b Notes.
Exhibit 10.4	ISDA Confirmation, dated as of May 16, 2008, between the Trust and BNP Paribas, with respect to the Class A-3 Notes.
Exhibit 10.5	ISDA Confirmation, dated as of May 16, 2008, between the Trust and BNP Paribas, with respect to the Class A-4b Notes.
Exhibit 99.1	Sale and Servicing Agreement, dated as of May 1, 2008, among Ford Motor Credit Company LLC, as Servicer, the Registrant and the Trust.

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Exhibit 99.2	Purchase Agreement, dated as of May 1, 2008, between Ford Motor Credit Company LLC and the Registrant.
Exhibit 99.3	Administration Agreement, dated as of May 1, 2008, among Ford Motor Credit Company LLC, The Bank of New York and the Trust.
Exhibit 99.4	Account Control Agreement, dated as of May 1, 2008, between The Bank of New York 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 2008-C

By:  FORD MOTOR CREDIT COMPANY LLC,
        as Servicer

By:        /s/Susan J. Thomas                                                   
Name:     Susan J. Thomas
Title:       Secretary

Dated: May 28, 2008

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 4.1	Indenture, dated as of May 1, 2008, between the Trust and The Bank of New York, as Indenture Trustee.
Exhibit 4.2	Amended and Restated Trust Agreement, dated as of May 1, 2008, between the Registrant and U.S. Bank Trust National Association, as Owner Trustee.
Exhibit 10.1	ISDA Master Agreement and Schedule, each dated as of May 16, 2008, between the Trust and BNP Paribas.
Exhibit 10.2	ISDA Credit Support Annex, dated as of April 16, 2008, between the Trust and BNP Paribas.
Exhibit 10.3	ISDA Confirmation, dated as of May 16, 2008, between the Trust and BNP Paribas, with respect to the Class A-2b Notes.
Exhibit 10.4	ISDA Confirmation, dated as of May 16, 2008, between the Trust and BNP Paribas, with respect to the Class A-3 Notes.
Exhibit 10.5	ISDA Confirmation, dated as of May 16, 2008, between the Trust and BNP Paribas, with respect to the Class A-4b Notes.
Exhibit 99.1	Sale and Servicing Agreement, dated as of May 1, 2008, among Ford Motor Credit Company LLC, as Servicer, the Registrant and the Trust.
Exhibit 99.2	Purchase Agreement, dated as of May 1, 2008, between Ford Motor Credit Company LLC and the Registrant.
Exhibit 99.3	Administration Agreement, dated as of May 1, 2008, among Ford Motor Credit Company LLC, The Bank of New York and the Trust.
Exhibit 99.4	Account Control Agreement, dated as of May 1, 2008, between The Bank of New York and the Trust.

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EX-4

EXHIBIT 4.1

Execution Version

INDENTURE

between

FORD CREDIT AUTO OWNER TRUST 2008-C,

as Issuer

and

THE BANK OF NEW YORK,

as Indenture Trustee

Dated as of May 1, 2008

TABLE OF CONTENTS

ARTICLE I	USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.1	Usage, Definitions and Incorporation by Reference	1
Section 1.2	Incorporation by Reference of Trust Indenture Act	1
ARTICLE II	THE NOTES	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.	9
Section 2.6	Persons Deemed Owners	10
Section 2.7	Payment of Principal and Interest.	10
Section 2.8	Cancellation	11
Section 2.9	Release of Collateral	11
Section 2.10	Book-Entry Notes	11
Section 2.11	Definitive Notes	12
Section 2.12	Authenticating Agents.	13
Section 2.13	Note Paying Agents.	13
ARTICLE III	COVENANTS AND REPRESENTATIONS	14
Section 3.1	Payment of Principal and Interest	14
Section 3.2	Maintenance of Office or Agency	14
Section 3.3	Money for Payments To Be Held in Trust.	14
Section 3.4	Existence	15
Section 3.5	Protection of Collateral.	15
Section 3.6	Performance of Obligations; Servicing of Receivables.	16
Section 3.7	Negative Covenants	17
Section 3.8	Opinions as to Collateral.	18
Section 3.9	Annual Statement as to Compliance	18
Section 3.10	Consolidation and Merger; Sale of Assets	18
Section 3.11	Successor or Transferee.	19
Section 3.12	No Other Activities	20
Section 3.13	Further Instruments and Acts	20
Section 3.14	Restricted Payments.	20
Section 3.15	Notice of Events of Default	20
Section 3.16	Representations and Warranties of the Issuer as to Security Interest	20
Section 3.17	Audits of the Issuer	21
Section 3.18	Representations and Warranties of the Issuer	22
Section 3.19	Calculation Agent	22
ARTICLE IV	SATISFACTION AND DISCHARGE	23
Section 4.1	Satisfaction and Discharge of Indenture.	23

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ARTICLE V	REMEDIES	23
Section 5.1	Events of Default.	23
Section 5.2	Acceleration of Maturity; Rescission and Annulment.	24
Section 5.3	Collection of Indebtedness by the Indenture Trustee.	25
Section 5.4	Trustee May File Proofs of Claim.	25
Section 5.5	Trustee May Enforce Claims Without Possession of Notes.	26
Section 5.6	Remedies; Priorities.	26
Section 5.7	Optional Preservation of the Collateral	28
Section 5.8	Limitation of Suits.	28
Section 5.9	Unconditional Rights of Noteholders	29
Section 5.10	Restoration of Rights and Remedies	29
Section 5.11	Rights and Remedies Cumulative	29
Section 5.12	Delay or Omission Not a Waiver	30
Section 5.13	Control by Controlling Class of Noteholders	30
Section 5.14	Waiver of Defaults and Events of Default.	30
Section 5.15	Undertaking for Costs	31
Section 5.16	Waiver of Stay or Extension Laws	31
Section 5.17	Performance and Enforcement of Certain Obligations.	31
ARTICLE VI	THE INDENTURE TRUSTEE	32
Section 6.1	Duties of Indenture Trustee.	32
Section 6.2	Rights of Indenture Trustee.	33
Section 6.3	Individual Rights of Indenture Trustee	34
Section 6.4	Indenture Trustee's Disclaimer	34
Section 6.5	Notice of Defaults	34
Section 6.6	Reports by Indenture Trustee.	34
Section 6.7	Compensation and Indemnity.	36
Section 6.8	Replacement of Indenture Trustee.	37
Section 6.9	Successor Indenture Trustee by Merger.	38
Section 6.10	Appointment of Separate Indenture Trustee or Co-Indenture Trustee.	39
Section 6.11	Eligibility; Disqualification.	40
Section 6.12	Preferential Collection of Claims Against Issuer	41
Section 6.13	Audits of the Indenture Trustee	41
Section 6.14	Representations and Warranties of the Indenture Trustee	41
Section 6.15	Duty to Update Disclosure	42
ARTICLE VII	NOTEHOLDERS' LISTS AND REPORTS	43
Section 7.1	Names and Addresses of Noteholders	43
Section 7.2	Preservation of Information; Communications to Noteholders.	43
Section 7.3	Reports by Issuer.	43
Section 7.4	Reports by Indenture Trustee.	44
ARTICLE VIII	ACCOUNTS, DISBURSEMENTS AND RELEASES	44

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Section 8.1	Collection of Money.	44
Section 8.2	Trust Accounts; Distributions and Disbursements.	45
Section 8.3	General Provisions Regarding Bank Accounts.	48
Section 8.4	Release of Collateral.	49
ARTICLE IX	SUPPLEMENTAL INDENTURES	50
Section 9.1	Supplemental Indentures Without Consent of Noteholders.	50
Section 9.2	Supplemental Indentures with Consent of Noteholders.	51
Section 9.3	Execution of Supplemental Indentures	52
Section 9.4	Effect of Supplemental Indenture	53
Section 9.5	Conformity with Trust Indenture Act	53
Section 9.6	Reference in Notes to Supplemental Indentures	53
ARTICLE X	REDEMPTION OF NOTES	53
Section 10.1	Redemption.	53
ARTICLE XI	MISCELLANEOUS	54
Section 11.1	Compliance Certificates and Opinions, etc.	54
Section 11.2	Form of Documents Delivered to Indenture Trustee.	56
Section 11.3	Acts of Noteholders.	56
Section 11.4	Notices, etc., to Indenture Trustee, Issuer, Swap Counterparties and Rating Agencies.	57
Section 11.5	Notices to Noteholders; Waiver.	57
Section 11.6	Conflict with Trust Indenture Act	58
Section 11.7	Benefits of Indenture	58
Section 11.8	GOVERNING LAW	58
Section 11.9	Submission to Jurisdiction	58
Section 11.10	WAIVER OF JURY TRIAL	59
Section 11.11	Severability	59
Section 11.12	Counterparts	59
Section 11.13	Headings	59
Section 11.14	Recording of Indenture	59
Section 11.15	Trust Obligation	59
Section 11.16	Subordination of Claims against the Depositor.	59
Section 11.17	No Petition	60

EXHIBIT A	FORM OF CLASS A NOTE	A-1
EXHIBIT B	FORM OF CLASS B / C / D NOTE	B-1
EXHIBIT C	FORM OF INVESTMENT LETTER: CLASS D NOTES	C-1
SCHEDULE A	SCHEDULE OF RECEIVABLES	SA-1

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CROSS REFERENCE TABLE¹

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

_______________________

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

 

² N.A. means Not Applicable.

 

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INDENTURE, dated as of May 1, 2008 (this "Indenture"), between FORD CREDIT AUTO OWNER TRUST 2008-C, a Delaware statutory trust, as Issuer, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee for the benefit of the Secured Parties.

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

GRANTING CLAUSE

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

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

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

ARTICLE I

USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Indenture Trustee.

"obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities.

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

ARTICLE II

THE NOTES

Section 2.1 Form.

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

(b)       Each Note will be dated the date of its authentication. The terms of the Notes set forth in Exhibit A 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	2.77620%	$1,400,000,000
Class A-2a Notes	3.72%	$400,000,000
Class A-2b Notes	one-month LIBOR + 0.90%	$1,320,000,000
Class A-3 Notes	one-month LIBOR + 1.42%	$1,582,000,000
Class A-4a Notes	5.16%	$360,600,000
Class A-4b Notes	one-month LIBOR + 1.75%	$300,000,000
Class B Notes	6.04%	$169,300,000
Class C Notes	7.04%	$112,900,000
Class D Notes	8.49%	$112,900,000

(c)       The Notes (other than the Class B Notes, the Class C Notes and the Class D Notes) will initially be issued as Book-Entry Notes. The Class B Notes, the Class C Notes and

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the Class D Notes will initially be issued as Definitive Notes. The Notes (other than the Class A-1 Notes, the Class B Notes, the Class C Notes and the Class D Notes) will be issuable in minimum denominations of $100,000 and in multiples of $1,000 in excess thereof. The Class A-1 Notes, the Class B Notes, the Class C Notes and the Class D Notes will be issuable in minimum denominations of $250,000 and in multiples of $1,000 in excess thereof.

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

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

Section 2.4 Registration; Registration of Transfer and Exchange.

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

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

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

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

(e)       Every Note presented or surrendered for registration of transfer or exchange will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Noteholder of such Note or such Noteholder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, the Securities Transfer 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)       None of the Class A-1 Notes, the Class B Notes, the Class C Notes or the Class D Notes have been registered under the Securities Act or any State securities law. None of the Issuer, the Note Registrar or the Indenture Trustee is obligated to register the Class A-1 Notes, the Class B Notes, the Class C Notes or the Class D Notes under the Securities Act or any other securities or "blue sky" laws or to take any other action not otherwise required under this Indenture or the Trust Agreement to permit the transfer of any Class A-1 Note, Class B Note, Class C Note or Class D Note without registration. The Issuer, at the direction of the Depositor or the Administrator, may elect to register, or cause the registration of, the Class A-1 Notes, the Class B Notes, the Class C Notes and/or the Class D 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 any such Class of Notes has been registered under the Securities Act and any applicable State securities law pursuant to Section 2.4(h), no Class A-1 Note, Class B Note, Class C Note or Class D Note may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a "Class A-1 Note Transfer," "Class B Note Transfer," a "Class C Note Transfer," or a "Class D Note Transfer," respectively) to any Person except in accordance with the provisions of this Section 2.4, and any attempted Class A-1 Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note Transfer in violation of this Section 2.4 will be null and void (each a "Void Class A-1 Note Transfer," a

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"Void Class B Note Transfer," "Void Class C Note Transfer," or a "Void Class D Note Transfer," respectively).

(j)        Each Class A-1 Note will bear a legend to the effect of 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 Class A-1 Note Transfer, the prospective transferee of such Class A-1 Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following:

(i)        It understands that the Class A-1 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 Class A-1 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 Class A-1 Notes or any interest or participation in the Class A-1 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 Class A-1 Notes or any interest or participation in the Class A-1 Notes for its own account or for the account of another QIB.

(iv)      It is purchasing the Class A-1 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 Class A-1 Notes in connection with any distribution of such Class A-1 Notes that would violate the Securities Act.

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

As a condition to the registration of any Class B Note Transfer, the prospective transferee of such Class B Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following:

(i)        It understands that the Class B Notes have not been and will not be registered under the Securities Act or any state or other applicable securities or "blue sky" law.

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(ii)       It understands that Class B 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 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 Class B Notes or any interest or participation in the Class B 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 Class B Notes or any interest or participation in the Class B Notes for its own account or for the account of another QIB.

(iv)      It is purchasing the Class B 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 Class B Notes in connection with any distribution of such Class B Notes that would violate the Securities Act.

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

As a condition to the registration of any Class C Note Transfer, the prospective transferee of such Class C Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following:

(i)        It understands that the Class C 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 Class C 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 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 Class C Notes or any interest or participation in the Class C 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 Class C Notes or any interest or participation in the Class C Notes for its own account or for the account of another QIB.

(iv)      It is purchasing the Class C 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 Class C Notes in connection with any distribution of such Class C Notes that would violate the Securities Act.

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

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

(i)        It understands that no subsequent Class D Note Transfer is permitted unless it causes its proposed transferee to provide to the Issuer, the Note Registrar and the Depositor a letter substantially in the form of Exhibit C hereof (with such changes therein as may be approved by the Depositor), as applicable, or such other written statement as the Depositor will prescribe.

(ii) It is either:

(1)       not, and each account (if any) for which it is purchasing the Class D Notes is not (a) an employee benefit plan, as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, or (c) an entity whose underlying assets include plan assets by reason of a plan's investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101 (the "Plan Assets Regulation") or otherwise under ERISA), with each of (a) through (c) in this subsection (1) being a "Benefit Plan Investor"; or

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

(iii)      It is a person who is (A) a citizen or resident of the United States, (B) a corporation or partnership organized in or under the laws of the United States or

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

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

(n)       By acceptance of any Class A-1 Note, Class B Note, Class C Note or Class D Note, the Class A-1 Noteholder, the Class B Noteholder, the Class C Noteholder or the Class D Noteholder, as applicable, specifically agrees with and represents to the Depositor, the Issuer and the Note Registrar, that no Class A-1 Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note Transfer, respectively, 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 Class in accordance with Section 2.4(h), (ii) such Class A-1 Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note Transfer, as applicable, is to the Depositor or its Affiliates, or (iii) such Class A-1 Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note Transfer, as applicable, is exempt from the registration requirements under the Securities Act because such Class A-1 Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note Transfer, as applicable, is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a Qualified Institutional Buyer (as defined in the Securities Act) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such Class A-1 Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note Transfer, as applicable, is being made in reliance upon Rule 144A under the Securities Act. With respect to any Class D Note Transfer the transferee is required to execute and deliver to the Indenture Trustee, the Issuer and the Note Registrar an investment letter substantially in the form attached as Exhibit C.

(o)       The Depositor will make available to the prospective transferor and transferee of a Class A-1 Note, Class B Note, Class C Note or Class D Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the "Rule 144A Information"). The Rule 144A Information will include any or all of the following items requested by the prospective transferee:

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(i)        the offering memorandum relating to the Class A-1 Notes, Class B Notes (if any), Class C Notes (if any) or Class D Notes (if any), as applicable, and any amendments or supplements to such offering memorandum;

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

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

(p)       Any Noteholder subject to Title I of ERISA or Section 4975 of the Code that purchases and holds the Class A Notes, the Class B Notes or the Class C Notes will be deemed to have represented that its purchase and holding of such Notes does not and will not constitute, nor give rise to, a non-exempt prohibited transaction under ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules.

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.

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

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

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

Section 2.7 Payment of Principal and Interest.

(a)       Each Class of Notes will accrue interest at the applicable Note Interest Rate. Interest on each Note will be due and payable on each Payment Date as specified in such Note. Interest on the Class A-1 Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4b 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, Class A-2b Notes, the Class A-3 Notes and the Class A-4b 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 5 Business Days before such Payment Date and the aggregate original principal amount of such Noteholder's Notes is at least $1,000,000, by wire transfer in immediately available funds to the account of such Noteholder or (ii) by check mailed first class mail, postage prepaid, to such Registered Noteholder's address as it appears on the Note Register on the related Record Date. However, the final installment of principal (whether payable by wire transfer or check) of each Note on a Payment Date, the Redemption Date or the applicable Final Scheduled Payment Date will be payable only upon presentation and surrender of such Note. The Indenture Trustee will notify each Registered Noteholder of the date on which the Issuer expects that the final installment of principal of and interest on such Registered Noteholder's Notes will be paid not later than 5 days before such date. Such notice will specify the place where such Notes may be presented and surrendered for payment of such installment. All funds paid by wire transfers or checks that are returned undelivered will be held in accordance with Section 3.3.

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(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 their 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 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.

(a)       The Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4a Notes and Class A-4b 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:

(i)        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;

(ii)       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;

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

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(iv)      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

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

(b)       For so long as the Depositor is the Class B Noteholder, the Class C Noteholder and/or the Class D Noteholder, the Depositor may direct the Issuer to cause any such Class of Notes to be converted from Definitive Notes to Book-Entry Notes. In such event, the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Registrar such Opinions of Counsel, Officer's Certificates and/or other information determined by the Depositor to be necessary with respect to such conversion, and the Depositor will exchange each such Class of Notes in accordance with Section 2.4(c) for new Notes executed, authenticated and delivered in accordance with Section 2.10(a).

Section 2.11    Definitive Notes. The Class B Notes, Class C Notes and Class D Notes will be issued as Definitive Notes on the Closing Date, but may be converted to Book-Entry Notes pursuant to Section 2.10(b). With respect to any Class or Classes of Book-Entry Notes, if (i) the Administrator advises the Indenture Trustee that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository for the Book-Entry Notes and the Administrator is unable to reach an agreement on satisfactory terms with a qualified successor, (ii) the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or an Event of Servicing Termination, so long as any Book-Entry Notes are Outstanding Note Owners representing not less than a majority of the Controlling Class notify the Indenture Trustee and the Clearing Agency that they elect to terminate the book-entry system through the Clearing Agency, then the Clearing Agency will notify all Note Owners and the Indenture Trustee of the occurrence of such election and of the availability of Definitive Notes to the Note Owners. After the Clearing Agency has surrendered the typewritten Notes representing the Book-Entry Notes and delivered the registration instructions to the Indenture Trustee, the Issuer will execute and the Indenture Trustee will authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee will be liable for any delay in delivery of such instructions and may conclusively rely on, and will be protected in relying on, such instructions. Upon the issuance of Definitive Notes to Note Owners, the Indenture Trustee will recognize the holders of such Definitive Notes as Noteholders.

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Section 2.12 Authenticating Agents.

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

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

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

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

Section 2.13 Note Paying Agents.

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

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

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

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

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ARTICLE III

COVENANTS AND REPRESENTATIONS

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

Section 3.2      Maintenance of Office or Agency. The Issuer will maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer initially appoints the Indenture Trustee to serve as its agent for such purposes. The Issuer will promptly notify the Indenture Trustee of any change in the location of such office or agency. If the Issuer fails to maintain any such office or agency or fails to furnish the Indenture Trustee with the address of such office or agency, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.3 Money for Payments To Be Held in Trust.

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

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

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

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

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

(iv)      immediately resign as a Note Paying Agent and immediately pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if it ceases to

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meet the eligibility standards specified in Section 6.11(a) with respect to the Indenture Trustee; and

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

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

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

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

Section 3.5 Protection of Collateral.

(a)       The Issuer will (1) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (2) file

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or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (3) take such other action, in each case necessary or advisable to:

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

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

(iii)      enforce any of the Collateral; or

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

(b)       The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as the Administrator or the Indenture may determine are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral. Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (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.

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

Section 3.6 Performance of Obligations; Servicing of Receivables.

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

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

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

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

(e)       Interest Rate Swap. The Issuer will not enter into any Interest Rate Swap after the Closing Date unless (i) as of the date that such Interest Rate Swap is entered into, the related Swap Counterparty has the Swap Required Ratings and (ii) such Interest Rate Swap provides that, if the related Swap Counterparty fails to have the Swap Required Ratings, such Swap Counterparty will take the actions that are specified in the Interest Rate Swap entered into by the Issuer on the Closing Date.

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

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

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

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

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

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

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

Section 3.8 Opinions as to Collateral.

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

(b)       On or before April 30 in each calendar year, beginning April 30, 2009, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, as is necessary to maintain the lien of this Indenture, and reciting the details of such action, or to the effect that in the opinion of such counsel no such action is necessary to maintain such lien.

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

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

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

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

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

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

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

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

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

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

Section 3.11 Successor or Transferee.

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

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

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

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

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

Section 3.14 Restricted Payments.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c)       No Conflicts and No Violation. The execution and delivery by the Issuer of this Indenture, the consummation by the Issuer of the transactions contemplated by this Indenture and the compliance by the Issuer with this Indenture will not (i) violate any Delaware State law, governmental rule or regulation applicable to the Issuer or any judgment or decree binding on it or (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Issuer is a debtor or guarantor, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Issuer's ability to perform its obligations under this Indenture.

(d)       No Proceedings. To the Issuer's knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court or other governmental authority of the State of Delaware: (i) asserting the invalidity of any of the Basic Documents or the Notes (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Basic Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Trust Property or the Issuer's ability to perform its obligations under, or the validity or enforceability any of the Basic Documents or the Notes.

Section 3.19    Calculation Agent. The Issuer agrees that for so long as any of the Floating Rate Notes are Outstanding there will at all times be an agent appointed to calculate LIBOR in respect of each Interest Period (the "Calculation Agent"). The Issuer appoints The Bank of New York as Calculation Agent for purposes of determining LIBOR for each Interest Period and The Bank of New York accepts such appointment. The Calculation Agent may be removed by the Issuer at any time. If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, the Issuer will promptly appoint as a replacement Calculation Agent a leading bank which is engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Issuer or its Affiliates. The Calculation Agent may not resign its duties without a successor having been duly appointed.

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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 acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:

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

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

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

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

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

ARTICLE V

REMEDIES

Section 5.1 Events of Default.

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

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

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

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

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

(b)       The Issuer will notify the Indenture Trustee within 5 Business Days after a Responsible Person of the Issuer has actual knowledge of the occurrence of an event set forth in Section 5.1(a)(iii) which with the giving of notice and the lapse of time would become an Event of Default, which notice will describe such Default, the status of such Default and what action the Issuer is taking or proposes to take with respect to such Default. The Issuer will send a copy of such notice to each Qualified Institution (if not the Indenture Trustee) maintaining a Bank Account.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.

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

(b)       The Noteholders of at least a majority of the Note Balance of the Controlling Class, by notice to the Issuer and the Indenture Trustee, may rescind and annul a declaration of acceleration of maturity and its consequences before a judgment or decree for

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payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V if:

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

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

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

Section 5.3 Collection of Indebtedness by the Indenture Trustee.

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

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

Section 5.4 Trustee May File Proofs of Claim.

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

(i)        file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee 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, the Secured Parties allowed in any judicial proceedings relative to the Issuer, its creditors and its property.

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

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

Section 5.5 Trustee May Enforce Claims Without Possession of Notes.

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

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

Section 5.6 Remedies; Priorities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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(3)       the Indenture Trustee (A) determines (but will have no obligation to make such determination) that the Collateral will not continue to provide sufficient funds for the payment of 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 (B) obtains the consent of Noteholders of at least 66 2/3% of the Note Balance of the Controlling Class.

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

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

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

Section 5.8 Limitation of Suits.

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

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

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

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

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

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

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

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

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

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

Section 5.11    Rights and Remedies Cumulative. No right or remedy conferred upon or reserved to the Indenture Trustee or to the Noteholders in this Indenture is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, will be cumulative and in addition to every other right and remedy given under this Indenture or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Indenture, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy. The Indenture Trustee's right to seek and recover judgment on the Notes or under this Indenture will not be

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affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders will be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer.

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

Section 5.13    Control by Controlling Class of Noteholders. The Noteholders of at least a majority of the Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee 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 Noteholders of 100% of the Note Balance of the Controlling Class;

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

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

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

Section 5.14 Waiver of Defaults and Events of Default.

(a)       The Noteholders of at least a majority of the Note Balance of the Controlling Class may waive any Default or Event of Default and its consequences except an Event of Default (i) in the payment of principal of or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (ii) in respect of a covenant or provision of this Indenture that cannot be amended, supplemented or modified without the consent of all Noteholders.

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

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

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

Section 5.17 Performance and Enforcement of Certain Obligations.

(a)       At the Administrator's expense, the Issuer will promptly take all such lawful action as the Indenture Trustee may request to (i) compel the performance by (1) the Depositor and the Servicer of their obligations to the Issuer under the Sale and Servicing Agreement, or (2) the Depositor and Ford Credit of their obligations under 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 directionof 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,

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

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

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

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.1 Duties of Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

Section 6.2 Rights of Indenture Trustee.

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

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

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

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

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(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.

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

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

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

Section 6.6 Reports by Indenture Trustee.

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

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

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

(c)       If required by Regulation AB and requested by the Depositor or the Servicer, the Indenture Trustee will deliver to the Depositor, the Owner Trustee, and the Servicer on or before March 1 of each year, beginning March 1, 2009, an Officer's Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Indenture Trustee (i) to the effect that (A) a review of the Indenture Trustee's activities during the preceding calendar year (or, in the case of the first certificate, the portion of the preceding calendar year, since the Closing Date) 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 such calendar year (or, in the case of the first certificate, the portion of the preceding calendar year since the Closing Date), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure and (ii) certifying to matters related to the Indenture Trustee as required under Form 10-K under the Exchange Act. If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer's Certificate of the Indenture Trustee as to compliance, such Officer's Certificate may be delivered on or before April 1 of each calendar year.

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

(i)        deliver to the Depositor, the Owner Trustee and the Servicer, a report, dated as of December 31 of the preceding calendar year, on its assessment of compliance with the 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 calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act; 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 Depositor, Owner Trustee 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

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respect to the prior calendar year. Such attestation report will be addressed to the board of directors of the Servicer and to the Depositor and Owner Trustee. 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 March 1, 2009 in a format suitable for filing with the Securities and Exchange Commission on EDGAR, unless the Issuer is not required to file periodic reports under the Exchange Act or any other law, in which case the reports will be delivered on or before April 1 of each calendar year, beginning April 1, 2009.

(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 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 Rating Agency Confirmation.

Section 6.7 Compensation and Indemnity.

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

(b)       The Issuer will cause the Administrator to indemnify, defend and hold harmless the Indenture Trustee, and its respective officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Indenture Trustee's agents, counsel, accountants and experts) incurred by it in connection with the administration of and the

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performance of its duties under this Indenture, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under this Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Indenture Trustee through the Indenture Trustee's willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising from the Indenture Trustee's breach of any of its representations or warranties set forth in this Indenture.

(c)       Promptly upon receipt by the Indenture Trustee, or any of its officers, directors, employees and agents (each, an "Indemnified Person"), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 6.7(b), notify the Issuer and the Administrator of the commencement of such Proceeding. Failure by the Indenture Trustee to so notify the Issuer and the Administrator will not relieve the Issuer or the Administrator of its obligations under this Section 6.7; provided 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 the Issuer or the Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Administrator, as applicable, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Administrator, as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer nor the Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Administrator, as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Administrator, will pay for the separate counsel to the Indemnified Person.

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

Section 6.8 Replacement of Indenture Trustee.

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

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

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

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

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

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

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

(d)       Any successor Indenture Trustee will have all the rights, powers, duties and obligations of the Indenture Trustee under this Indenture. The Issuer will continue to pay all amounts owed to the retiring Indenture Trustee in accordance with Section 8.2 following the retiring Indenture Trustee's resignation or removal until all such amounts are paid. The successor Indenture Trustee will deliver a notice of its succession to the Secured Parties. The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

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

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

Section 6.9 Successor Indenture Trustee by Merger.

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

(b)       If, at the time any such successor by merger, conversion or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, any of the Notes have been authenticated but not delivered, such successor may adopt the certificate of authentication of any predecessor Indenture Trustee and deliver such Notes so authenticated. If at such time

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any of the Notes have not been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor Indenture Trustee or in the name of such successor Indenture Trustee. In all such cases, such certificates will have the same force and effect provided for anywhere in the Notes or in this Indenture as the certificate of the predecessor Indenture Trustee.

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

(a)       For the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, after delivering written notice to the Issuer and the Servicer, the Indenture Trustee may appoint one or more Persons to act as a separate trustee or separate trustees, or co-trustee or co-trustees, of all or any part of the Issuer, and to vest in such Persons, in such capacity and for the benefit of the Secured Parties, such title to the Collateral, or any part of the Collateral, and, subject to this Section 6.10, such rights, powers, duties and obligations as the Indenture Trustee may consider necessary or desirable. No separate trustee or co-trustee will be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to 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 Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee will not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee will be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Collateral or any portion of the Collateral in any such jurisdiction) will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

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

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

(c)       Any notice, request or other writing given to the Indenture Trustee will be deemed to have been given to each appointed separate trustee and co-trustee, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee will refer to this Indenture and the conditions of this Section 6.10. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be

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provided in such instrument of appointment, subject to this Indenture. Every such instrument will be filed with the Indenture Trustee.

(d)       Any separate trustee or co-trustee may appoint the Indenture Trustee as its agent or attorney-in-fact with power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee dies, becomes incapable of acting, resigns or is removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11 Eligibility; Disqualification.

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

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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 Servicer or the Administrator, during the Indenture Trustee's normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Indenture Trustee relating to (a) the performance of the Indenture Trustee's obligations under this Indenture, (b) any payments of fees and expenses of the Indenture Trustee in connection with such performance and (c) any claim made by the Indenture Trustee under this Indenture. In addition, the Indenture Trustee will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Indenture Trustee's officers and employees. Each of the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Servicer or the Administrator, as the case may be, may reasonably determine that such disclosure is consistent with its obligations under this Indenture. The Indenture Trustee will maintain all such pertinent books, records, reports and other documents and materials for a period of 2 years after the termination of its obligations under this Indenture.

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

(a)       Organization and Qualification. The Indenture Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Indenture Trustee is qualified as a foreign banking corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Indenture Trustee's ability to perform its obligations under this Indenture or the other Basic Documents to which it is a party.

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(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 Indenture Trustee or its properties: (i) asserting the invalidity of any of this Indenture or the Sale and Servicing Agreement (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Basic Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Indenture Trustee's ability to perform its obligations under, or the validity or enforceability of, this Indenture.

(e)       Eligibility. The Indenture Trustee satisfies the requirements of Section 310(a) of the TIA 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,

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

ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS

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

Section 7.2 Preservation of Information; Communications to Noteholders.

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

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

(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

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

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

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

(b)       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 April 15, 2009, the Indenture Trustee will prepare and mail to each Noteholder a report dated as of such April 15 that complies with Section 313(a) of the TIA, but only if such report is required pursuant Section 313(a) of the TIA. The Indenture Trustee will also prepare and mail to Noteholders any report required pursuant to Section 313(b) of the TIA. Any report mailed to the Noteholders pursuant to this Section 7.4(a) will be mailed in compliance with Section 313(c) of the TIA.

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

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.1 Collection of Money.

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

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

Section 8.2 Trust Accounts; Distributions and Disbursements.

(a)       On or before the Closing Date, the Indenture Trustee will establish, and on and after the Closing Date will maintain, the Bank Accounts and the Swap Counterparty Collateral Account as provided in Section 4.1 of the Sale and Servicing Agreement.

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

(c)       As long as the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Collection Account and make deposits and payments on each Payment Date, to the extent of Available Funds on deposit in the Collection Account with respect to such Payment Date, in the following order of priority (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 to the extent not paid by the Depositor or Administrator, up to a maximum of $150,000 per year;

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

(iii)      third, to the Swap Counterparties, any Net Swap Payments due;

(iv)      fourth, to the Swap Counterparties, any Senior Swap Termination Payments due;

(v)       fifth, to the Noteholders of Class A Notes, interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date;

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

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

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

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

(x)       tenth, to the Principal Payment Account, the Third Priority Principal Payment;

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

(xii)     twelfth, to the Reserve Account, the amount required to reinstate the amount in the Reserve Account up to the Specified Reserve Balance;

(xiii)    thirteenth, to the Principal Payment Account, the Regular Principal Payment;

(xiv)    fourteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due;

(xv)     fifteenth, to the payment of all amounts due to the Indenture Trustee and the Owner Trustee to the extent not paid by the Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment Date; and

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

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

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

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

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

(iv)      fourth, to the Noteholders of the Class A-4a Notes and the Noteholders of the Class A-4b Notes, pro rata based on their respective Note Balances, in payment of principal until the aggregate Note Balance of the Class A-4a Notes and the Class A-4b Notes has been reduced to zero;

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

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

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

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

(e)       Notwithstanding anything in this Indenture to the contrary, if the Notes are accelerated (A) following an Event of Default specified in Section 5.1(a)(i), (ii) or (iv) or (B) following an Event of Default specified in Section 5.1(a)(iii) and liquidation of the Collateral in accordance with Section 5.6(b), then on each Payment Date following the Collection Period during which such Event of Default or liquidation occurs, the Indenture Trustee (based on the information contained in the most recent Monthly Investor Report) will make the following withdrawals from the Bank Accounts and make payments and distributions on each Payment Date, to the extent of funds on deposit in the Bank Accounts with respect to the Collection Period preceding such Payment Date, in the following order of priority (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 due to the Indenture Trustee and the Owner Trustee;

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

(iii)      third, to the Swap Counterparties, any Net Swap Payments due;

(iv)      fourth, to the Swap Counterparties, any Senior Swap Termination Payments due;

(v)       fifth, to the Noteholders of Class A Notes, interest due on the Class A Notes, pro rata based on the Note Balances of the Class A Notes as of the preceding Payment Date;

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

(vii)     seventh, to the Noteholders of the Class A-2a Notes and the Noteholders of the Class A-2b Notes, in payment of principal until the Note Balance of the Class A-2a Notes and the Class A-2b Notes is reduced to zero;

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

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(ix)      ninth, to the Noteholders of the Class A-4a Notes and the Noteholders of the Class A-4b Notes, in payment of principal until the Note Balance of the Class A-4a Notes and the Class A-4b Notes is reduced to zero;

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

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

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

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

(xiv)    fourteenth, to the Noteholders of Class D Notes, the Accrued Note Interest for the Class D Notes;

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

(xvi)    sixteenth, to the Swap Counterparties, any Subordinated Swap Termination Payments due; and

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

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

Section 8.3 General Provisions Regarding Bank Accounts.

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

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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 provide notice to 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 will release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer's Certificate and an Opinion of Counsel meeting the requirements of Section 11.1.

(b)       To facilitate the Servicer's servicing of the Receivables pursuant to the Sale and Servicing Agreement, the Indenture Trustee will be deemed to release, and does release, and each Noteholder or Note Owner by its acceptance of a Note or a beneficial interest in a Note respectively acknowledges that the Indenture Trustee will release any and all liens and other rights and interests it possesses or may possess from time to time, without further action of the parties, in, to and under:

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

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

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

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

(d)       The Indenture Trustee, at such time as there are no Notes Outstanding, all sums due from the Issuer to the Indenture Trustee pursuant to Section 6.7 have been paid in full and all payments due under the Interest Rate Swaps (including any Swap Termination Payments)

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have been paid in full, will release the Collateral from the lien of this Indenture and release to the Issuer or any other Person entitled to such funds, the funds then on deposit in the Bank Accounts under this Indenture. The Indenture Trustee will release property from the lien of this Indenture pursuant to this Section 8.4(d) only upon receipt of an Issuer Request accompanied by an Officer's Certificate and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the TIA meeting the requirements of Section 11.1.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Noteholders.

(a)       Without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies, the Issuer and the Indenture Trustee (when directed by Issuer Order) may enter into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes:

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

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

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

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

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

(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

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(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 to the effect that such amendment will not have a material adverse effect on the Notes;

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

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

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

Section 9.2 Supplemental Indentures with Consent of Noteholders.

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

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

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

(iii)      such action does not materially adversely affect the interests of the Swap Counterparties.

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

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

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

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

(vii)     modify or alter (A) the proviso to the definition of "Outstanding" or (B) the definition of "Controlling Class";

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

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

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

Section 9.3      Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the

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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 to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied. The Indenture Trustee may, but is not obligated to, enter into any such supplemental indenture that affects the Indenture Trustee's own rights, powers, duties, obligations, liabilities or immunities under this Indenture or otherwise. The Indenture Trustee will send a copy of any supplemental indenture to each Swap Counterparty promptly upon execution.

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

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

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

ARTICLE X

REDEMPTION OF NOTES

Section 10.1 Redemption.

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

(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;

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

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

(b)       The Issuer will cause the Servicer to deposit by 10:00 a.m. (New York City time) on the Business Day preceding the Redemption Date (or, with Rating Agency Confirmation, 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 agrees to execute any and all instruments to release the Collateral from the lien of this Indenture and release to the Issuer or any other Person entitled to any funds then on deposit in the Bank Accounts under this Indenture.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

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

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

(ii)       Notwithstanding Section 2.9 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles in the ordinary course of its business provided that all proceeds, Recoveries and related amounts and proceeds of such dispositions are applied in

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accordance with the provisions of this Indenture and (B) make cash payments out of the Bank Accounts, in each case, as and to the extent permitted or required by the Basic Documents.

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

Section 11.2 Form of Documents Delivered to Indenture Trustee.

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

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

Section 11.3 Acts of Noteholders.

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

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

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

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

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

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

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

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

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

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

(b)       Any notice required or permitted to be mailed to a Noteholder must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this Indenture will be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice.

Section 11.5 Notices to Noteholders; Waiver.

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

57

notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given.

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

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

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

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

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

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

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

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Section 11.10  WAIVER OF JURY TRIAL. EACH PARTY TO THIS INDENTURE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE.

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

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

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

Section 11.14  Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, the Issuer, at its expense, will effect such recording and deliver an Opinion of Counsel to the Indenture Trustee (which may be counsel to the Issuer or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Secured Parties or any other Person secured under this Indenture or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

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

Section 11.16 Subordination of Claims against the Depositor.

(a)       The obligations of the Issuer under this Indenture are solely the obligations of the Issuer and do not represent any obligation or interest in any assets of the Depositor. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or a beneficial interest in a Note, acknowledge and agree that they have no right, title or interest in or to any Other Assets of the Depositor. Notwithstanding the

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preceding sentence, if such Indenture Trustee, Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, the Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from the Other Assets, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then such Indenture Trustee, Noteholder or Note Owner further acknowledges and agrees that any such interest, claim or benefit in or from the Other Assets is expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.16 and this Section 11.16 may be enforced by an action for specific performance.

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

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

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT AUTO OWNER TRUST 2008-C,

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 2008-C

By: /s/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President

THE BANK OF NEW YORK,

not in its individual capacity but solely as Indenture Trustee

By: /s/ John Rooney
Name:  John Rooney
Title:    Assistant Treasurer

[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 AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT 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 l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, 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 NOTE OWNER THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES.

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

A-1

REGISTERED
No. R-1 $[___________]
CUSIP NO. [_________]

FORD CREDIT AUTO OWNER TRUST 2008-C

CLASS A-[__][___%][ FLOATING RATE] ASSET BACKED NOTES

Ford Credit Auto Owner Trust 2008-C, 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 calendar 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, 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][a rate based on LIBOR determined in accordance with the terms of the Indenture which rate will not be less than LIBOR plus [___]%] 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 calendar 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 following calendar month][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.

A-2

This Note is one of a duly authorized issue of Class A-[__] [___%] [Floating Rate] 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 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. The Class A[__] Notes are subordinated to the rights of the Swap Counterparties to receive payments (other than Subordinated Swap Termination Payments) pursuant to the Interest Rate Swaps. Interest on and principal of the Notes will be payable in accordance with the priority of payments set forth in Section 8.2 of the Indenture.

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

The Issuer will pay interest on overdue installments of interest at the Class A-[__] 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

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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 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 such Noteholder or Note Owner will not institute against the Depositor or the

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Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any of the other Basic Documents.

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 Outstanding or of the Controlling Class, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder of this Note will be conclusive and binding upon such Noteholder and upon all future Noteholders of this Note and of any Note issued upon the registration of transfer of this Note or in exchange of this Note or in lieu of this Note whether or not notation of such consent or waiver is made upon this Note.

The 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.

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

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

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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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 2008-C

BY:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2008-C
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: [________]

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

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ASSIGNMENT

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

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

____________________________________

(name and address of assignee)

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.

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EXHIBIT B

FORM OF CLASS B / C / D NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT 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 AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A [Class B/C only: PERSON] [Class D only: U.S. PERSON, AS DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")] THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, [Class D only: SUBJECT TO THE RECEIPT BY THE ISSUER, THE DEPOSITOR AND THE NOTE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT C TO THE INDENTURE, WITH SUCH CHANGES IN SUCH LETTER AS MAY BE APPROVED BY THE DEPOSITOR,] OR (III) 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.

[Class B/C only: EACH NOTE OWNER THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES.]

[Class D only: IN ADDITION, EACH NOTEHOLDER REPRESENTS THAT EITHER: (A) IT IS NOT, AND EACH ACCOUNT (IF ANY) FOR WHICH IT IS PURCHASING THE CLASS D NOTES IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE THAT IS SUBJECT TO SECTION 4975 OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS

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BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3-101 (THE "PLAN ASSETS REGULATION") OR OTHERWISE UNDER ERISA, WITH EACH OF (I) THROUGH (III) IN THIS SUBSECTION (A) BEING A "BENEFIT PLAN INVESTOR" OR (B) IT IS AN INSURANCE COMPANY ACTING ON BEHALF OF A GENERAL ACCOUNT AND (I) ON THE DATE OF PURCHASE LESS THAN 25% (OR SUCH LESSER PERCENTAGE AS MAY BE DETERMINED BY THE DEPOSITOR) OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY THE NOTEHOLDER) CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA AND SECTION 4975 OF THE CODE, (II) THE PURCHASE AND HOLDING OF SUCH CLASS D NOTES ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER SECTION (I) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, (III) THE NOTEHOLDER AGREES THAT IF, AFTER INITIAL ACQUISITION OF THE CLASS D NOTES, AT ANY TIME DURING ANY CALENDAR QUARTER 25% (OR SUCH LESSER PERCENTAGE AS MAY BE DETERMINED BY THE DEPOSITOR) OR MORE OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY THE NOTEHOLDER NO LESS FREQUENTLY THAN EACH CALENDAR QUARTER) CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND THE DEPOSITOR SO REQUESTS, IT WILL DISPOSE OF ALL CLASS D NOTES THEN HELD IN ITS GENERAL ACCOUNT BY THE END OF THE NEXT FOLLOWING CALENDAR QUARTER AND (IV) IS NOT A PERSON, OTHER THAN A BENEFIT PLAN INVESTOR, WHO HAS DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR A PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO SUCH ASSETS OR AN AFFILIATE (AS DEFINED IN THE PLAN ASSETS REGULATION) OF ANY SUCH PERSON.]

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 2008-C

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

Ford Credit Auto Owner Trust 2008-C, a statutory trust organized under the laws of the State of Delaware (the "Issuer"), for value received, promises to pay to [__], or registered assigns, the principal sum of [______________________] DOLLARS payable on the fifteenth day of each calendar month, or, if any such day is not a Business Day, the next succeeding Business Day, commencing in [________] (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, 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 15^th day of the calendar month preceding each Payment Date (or, in the case of the initial Payment Date, from and including the Closing Date) to but excluding the 15^th day of the following calendar month. 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].

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

The Class [B/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] and to certain amounts payable to the Swap Counterparties pursuant to the Interest Rate Swaps as and to the extent provided in the Indenture.

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

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

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

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

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

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 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 will not represent any obligation or interest in any assets of the Depositor other than the Trust Property conveyed to the Issuer pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder, 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. To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, 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 or any successor provision having similar effect under 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

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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 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 Basic 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 [Class D only: 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, by its acceptance of a Note, will be deemed to agree to treat the Notes for federal, State and local income, single business and franchise tax purposes as indebtedness of the Issuer.

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

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

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

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

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

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

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

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

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

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

B-7

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

Date: [________]

FORD CREDIT AUTO OWNER TRUST 2008-C

BY: U.S. BANK TRUST
NATIONAL ASSOCIATION
not in its individual capacity but solely as Owner Trustee of Ford Credit Auto Owner Trust 2008-C

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: [________]

BY: THE BANK OF NEW YORK,
not in its individual capacity but solely as Indenture Trustee

By: ________________________________
Responsible Person

B-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, 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.

B-9

EXHIBIT C

FORM OF INVESTMENT LETTER

CLASS D NOTES

[Date]

Ford Credit Auto Owner Trust 2008-C,

as Issuer

The Bank of New York,

as Indenture Trustee and Note Registrar

101 Barclay Street, Floor 4 West, New York, New York 10286

Attention: Structured Finance Services-Asset Backed Securities,

Ford Credit Auto Owner Trust 2008-C

Ford Credit Auto Receivables Two LLC

c/o 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

Re: Ford Credit Auto Owner Trust 2008-C

Class D [__]% Asset Backed Notes

Ladies and Gentlemen:

In connection with our proposed purchase of the Class D [__]% Asset Backed Notes (the "Class D Notes") of Ford Credit Auto Owner Trust 2008-C (the "Issuer"), a trust formed by Ford Credit Auto Receivables Two LLC (the "Depositor"), we confirm that:

1.         We agree not to sell, transfer, assign, participate, pledge or otherwise dispose of any Class D Note or any interest or participation in such Class D Notes (any such act, a "Class D Note Transfer"), except in compliance with the Securities Act of 1933, as amended (the "Securities Act"), and the restrictions and conditions in the legend on the face of the Class D Notes.

2.         We understand that the Class D Notes have not been and will not be registered under the Securities Act or any state securities or blue sky law.

3.         We understand that offers of the Class D Notes or any interest or participation in the Class D Notes or Class D 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" (a "QIB") within the meaning of Rule 144A under the Securities Act.

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4.         We acknowledge that neither the Issuer nor any person representing the Issuer has made any representation to us with respect to the Issuer or the offering or sale of any Class D Notes, other than the information contained in the offering memorandum.

5.         We are purchasing the Class D Notes for our own account or for one or more investor accounts for which we are 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 Class D Notes in connection with any distribution of such Class D Notes that would violate the Securities Act.

6. We either:

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

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

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

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8.         We understand that any purported Class D Note Transfer in contravention of any of the restrictions and conditions described above will be void, and the purported transferee in a void Class D Note Transfer will not be recognized by the Issuer or any other person as a Class D Noteholder for any purpose.

9.         We agree to treat the Class D Notes as indebtedness for applicable federal, state and local income and franchise tax law purposes and for purposes of any other tax imposed on, or measured by, income.

10.       We acknowledge that the Depositor and the Issuer rely on the truth and accuracy of the foregoing acknowledgments, representations and agreements, and agrees that if any of the foregoing acknowledgments, representations and agreements deemed to have been made by it are no longer accurate, it will promptly notify the Depositor and the Issuer.

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

Very truly yours,

[   ]

By:__________________________

Name:

Title:

Securities To Be Purchased:

$[   ]- principal amount of Class D Notes

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SCHEDULE A

Schedule of Receivables

Delivered on CD Rom to the Indenture Trustee at the Closing

SA-1

EX-4

EXHIBIT 4.2

Execution Version

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 2008-C

Dated as of May 1, 2008

TABLE OF CONTENTS

ARTICLE I	USAGE AND DEFINITIONS	1
Section 1.1.	Usage and Definitions	1
ARTICLE II	ORGANIZATION OF THE TRUST	1
Section 2.1.	Name	1
Section 2.2.	Office	1
Section 2.3.	Purposes and Powers.	1
Section 2.4.	Appointment of the Owner Trustee	2
Section 2.5.	Contribution and Conveyance of Trust Property	2
Section 2.6.	Declaration of Trust	2
Section 2.7.	Liability of the Depositor; Conduct of Activities; Liability to Third Parties.	3
Section 2.8.	Title to Trust Property	3
Section 2.9.	Situs of Issuer	3
Section 2.10.	Representations and Warranties of the Depositor	3
Section 2.11.	Tax Matters.	4
ARTICLE III	RESIDUAL INTEREST AND TRANSFER OF INTERESTS	6
Section 3.1.	The Residual Interest.	6
Section 3.2.	Registration of Residual Interests; Transfer of the Residual Interest	7
Section 3.3.	Capital Accounts	8
Section 3.4.	Maintenance of Office or Agency	9
Section 3.5.	Distributions to the Holder of the Residual Interest	9
ARTICLE IV	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	9
Section 4.1.	Application of Trust Funds	9
Section 4.2.	Method of Payment	10
ARTICLE V	AUTHORITY AND DUTIES OF THE OWNER TRUSTEE	10
Section 5.1.	General Authority.	10
Section 5.2.	General Duties	10
Section 5.3.	Action upon Prior Notice with Respect to Certain Matters	10
Section 5.4.	Action upon Direction by the Holder of the Residual Interest with Respect to Certain Matters.	11
Section 5.5.	Action with Respect to Bankruptcy	11
Section 5.6.	Action upon Instruction.	11

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TABLE OF CONTENTS CONT'D

Section 5.7.	No Duties Except as Specified in this Agreement or in Instructions	12
Section 5.8.	No Action Except Under Specified Documents or Instructions	12
Section 5.9.	Prohibition on Certain Actions	12
Section 5.10.	Audits of the Owner Trustee	13
Section 5.11.	Furnishing of Documents	13
Section 5.12.	Sarbanes-Oxley Act	13
Section 5.13.	Maintenance of Licenses	13
ARTICLE VI	REGARDING THE OWNER TRUSTEE	13
Section 6.1.	Acceptance of Trusts and Duties	13
Section 6.2.	Representations and Warranties of the Owner Trustee	15
Section 6.3.	Reliance; Advice of Counsel.	16
Section 6.4.	Not Acting in Individual Capacity	16
Section 6.5.	U.S. Bank Trust 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	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

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TABLE OF CONTENTS CONT'D

Section 10.1.	Supplements and Amendments.	23
Section 10.2.	No Legal Title to Trust Property in the Holder of the Residual Interest	25
Section 10.3.	Limitation on Rights of Others	25
Section 10.4.	Notices.	25
Section 10.5.	GOVERNING LAW	26
Section 10.6.	WAIVER OF JURY TRIAL	26
Section 10.7.	Severability	26
Section 10.8.	Counterparts	26
Section 10.9.	Headings	26
Section 10.10.	No Petition	26

Exhibit A Form of Certificate of Trust A-1

iii

AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 2008 (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 2008-C.

BACKGROUND

The parties to this Agreement wish to amend and restate in its entirety the original Trust Agreement, dated as of February 12, 2008, between the Depositor and the Owner Trustee.

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1.     Usage and Definitions. Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement. 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 2008-C", in which name the Owner Trustee may conduct the activities of the Issuer, make and execute contracts and other instruments on behalf of the Issuer and sue and be sued on behalf of the Issuer.

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

Section 2.3. Purposes and Powers.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b)       Power, Authorization and Enforceability. The Depositor has the power and authority to execute, deliver and perform the terms of this Agreement. The Depositor has authorized the execution, delivery and performance of the terms of each of the Basic Documents to which it is a party. Each of the Basic Documents to which the Depositor is a party is the legal,

3

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

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

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

Section 2.11. Tax Matters.

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

4

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

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

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

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

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

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

5

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

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

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

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

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

ARTICLE III

RESIDUAL INTEREST AND TRANSFER OF INTERESTS

Section 3.1. The Residual Interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 4.1.     Application of Trust Funds. 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 Section 8.2(c)(xvi), 8.2(d)(viii) and 8.2(e)(xvii) of the Indenture on or before such Payment Date and distribute such amounts to the holder of the Residual Interest.

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

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

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

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

ARTICLE V

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

Section 5.1. General Authority.

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.6. Action upon Instruction.

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

(b)       If (i) the Owner Trustee is unsure as to the application of any provision of any Basic Document, (ii) any provision of any Basic Document is, or appears to be, in conflict with any other applicable provision, (iii) this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts or (iv) the Owner Trustee is unable to decide

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between alternative courses of action permitted or required by any Basic Document, the Owner Trustee may, and with respect to clause (iv) will, notify the Administrator requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee will not be liable to any Person on account of such action or inaction. If the Owner Trustee does not receive appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with the Basic Documents, as it deems to be in the best interests of the holder of the Residual Interest, and will have no liability to any Person for such action or inaction.

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

Section 5.8.     No Action Except Under Specified Documents or Instructions. The Owner Trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Property except (a) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (b) in accordance with the other Basic Documents to which the Issuer or the Owner Trustee is a party and (c) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 5.6. The Depositor will not direct the Owner Trustee to take any action that would violate this Section 5.8.

Section 5.9.     Prohibition on Certain Actions. The Owner Trustee will not take any action (a) that is inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b) that, to the knowledge of the Owner Trustee, would (i) cause any Class of Notes not be treated as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (ii) be deemed to cause a sale or exchange of the Notes for purposes of Section 1001 of the Code (unless no gain or loss would be recognized on such deemed sale or exchange for U.S. federal income tax purposes) or (iii) cause the Issuer or any portion thereof to be taxable as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income or Applicable Tax State income or franchise tax purposes. The Administrator will not direct the Owner Trustee to take action that would violate this Section 5.9.

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Section 5.10.   Audits of the Owner Trustee. The Owner Trustee agrees that, with reasonable prior notice, it will permit any authorized representative of the Servicer or the Administrator, during the Owner Trustee's normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Owner Trustee relating to (a) the performance of the Owner Trustee's obligations under this Agreement, (b) any payments of fees and expenses of the Owner Trustee in connection with such performance and (c) any claim made by the Owner Trustee under this Agreement. In addition, the Owner Trustee will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Owner Trustee's officers and employees. Each of the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Servicer or the Administrator, as the case may be, may reasonably determine that such disclosure is consistent with its obligations under this Agreement. The Owner Trustee will maintain all such pertinent books, records, reports and other documents and materials for a period of 2 years after the termination of its obligations under this Agreement.

Section 5.11.   Furnishing of Documents. Upon request from the holder of the Residual Interest, the Owner Trustee will furnish to such holder copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.

Section 5.12.   Sarbanes-Oxley Act. Notwithstanding anything to the contrary in any Basic Document, the Owner Trustee will not be required to execute, deliver or certify on behalf of the Issuer, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002. However, any entity executing, delivering or certifying such filings, certificates, affidavits or other instruments required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002 on behalf of the Issuer may request, at its option, such subcertifications, including any assessments of compliance required from the Owner Trustee as it may deem necessary to provide such certifications and the Owner Trustee will reasonably comply with such request.

Section 5.13.   Maintenance of Licenses. The Owner Trustee will obtain and maintain any licenses that the Administrator informs the Owner Trustee are required to be obtained or maintained by the Owner Trustee under the laws of any State in connection with the Owner Trustee's duties and obligations under the Basic Documents.

ARTICLE VI

REGARDING THE OWNER TRUSTEE

Section 6.1.     Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts created by this Agreement and agrees to perform its duties under this Agreement with respect to such trusts but only in accordance with this Agreement. The Owner Trustee also agrees to distribute all monies actually received by it constituting part of the Trust Property in accordance with the Basic Documents. The Owner Trustee will not be liable under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or

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negligence (except for errors in judgment) or (ii) if any representation or warranty in Section 6.2 is not true and correct as of the Closing Date. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

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

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

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

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

(e)       the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositor, the holder of the Residual Interest or the Indenture Trustee under any of the Basic Documents or otherwise and the Owner Trustee will have no obligation or liability to perform the obligations of the Issuer under the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreement or the Indenture Trustee under the Indenture;

(f)        the Owner Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Agreement or, at the request, order or direction of the Depositor, to institute, conduct or defend any litigation under this Agreement or in relation to any Basic Document or otherwise unless the Depositor has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses, losses, damages, claims and liabilities that may be incurred by the Owner Trustee. The right of the Owner Trustee to perform any discretionary act enumerated in any Basic Document will not be construed as a duty; and

(g)       the Owner Trustee will not be responsible or liable for (i) the legality, validity and enforceability of any Receivable, (ii) the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, (iii) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the

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

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

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

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

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

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

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Trustee's ability to perform its obligations under, or the validity or enforceability of, this Agreement.

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

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

Section 6.3. Reliance; Advice of Counsel.

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

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

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

Section 6.5.     U.S. Bank Trust National Association May Own Notes. U.S. Bank Trust, in its individual or any other capacity, may become the owner or pledgee of Notes and

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may deal with the Depositor, the holder of the Residual Interest, the Servicer, the Administrator and the Indenture Trustee in banking transactions with the same rights as it would have if it were not the Owner Trustee.

Section 6.6.     Duty to Update Disclosure. The Owner Trustee will notify and provide information, and certify such information in an Officer's Certificate, to the Depositor upon any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee that (A) (i) is required to be disclosed by the Depositor under Item 2 (the institution of, material developments in, or termination of legal proceedings against U.S. Bank Trust that are material to Noteholders) of Form 10-D under the Exchange Act within 5 days of such occurrence or (ii) the Depositor reasonably requests of the Owner Trustee that the Depositor, in good faith, believes is necessary to comply with Regulation AB within 5 days of request or (B) (i) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank Trust as Owner Trustee) of Form 8-K under the Exchange Act within 2 days of a Responsible Person of the Owner Trustee becoming aware of such occurrence or (ii) causes the information provided by the Owner Trustee in any certificate delivered by a Responsible Person of the Owner Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Owner Trustee in light of the circumstances in which they were made not misleading within 5 days of a Responsible Person of the Owner Trustee becoming aware thereof.

ARTICLE VII

COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL EXPENSES

Section 7.1.     Owner Trustee's Fees and Expenses. The Owner Trustee will be entitled to receive, as compensation for its services under this Agreement, such fees as have been separately agreed upon by the Administrator and the Owner Trustee. The Owner Trustee will also be entitled to reimbursement for all reasonable out-of-pocket expenses incurred or made by the Owner Trustee in performing its rights and duties under this Agreement, including the reasonable compensation, expenses and disbursements of the Owner Trustee's agents, counsel, accountants and experts, but excluding any expenses incurred by the Owner Trustee through the Owner Trustee's own willful misconduct, bad faith or negligence (other than errors in judgment).

Section 7.2. Indemnification of the Owner Trustee.

(a)       The Depositor will, or will cause the Administrator to, indemnify, defend and hold harmless the Owner Trustee, and its respective officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Owner Trustee's agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under this Agreement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under the Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Owner Trustee through the Owner Trustee's own willful misconduct, bad faith or negligence (other than errors in judgment) or (ii) arising from the inaccuracy of any representation or warranty contained in Section 6.2.

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

ARTICLE VIII

TERMINATION

Section 8.1. Termination of Trust Agreement.

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

(b)       The Depositor may not revoke or terminate the Issuer, unless it is the holder of 100% of the Residual Interest and in accordance with Section 8.1(a).

(c)       Upon termination of the Issuer any remaining Trust Property will be distributed to the holder of the Residual Interest, and the Owner Trustee will cause the Certificate of Trust to be cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with Section 3810(c) of the Delaware Statutory Trust Act or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of such certificate of cancellation, the Owner Trustee's services under this Agreement will simultaneously terminate. The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Administrator promptly upon such document becoming available following such filing.

ARTICLE IX

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 9.1. Eligibility Requirements for the Owner Trustee.

(a)       The Owner Trustee must (i) be authorized to exercise corporate trust powers, (ii) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities and (iii) have (or have a parent that has) a long-term debt rating of investment grade by each of the Rating Agencies or be otherwise acceptable to the Rating Agencies. If such corporation publishes reports of condition at least

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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 Basic Documents until the appointment of the successor Owner Trustee has become effective.

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

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Section 9.3. Successor Owner Trustee.

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

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

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

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

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

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

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

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

(b)       Each separate trustee and co-trustee will, to the extent permitted by law, be appointed and act subject to the following:

(i)        all rights, powers, duties, and obligations conferred or imposed upon the Owner Trustee will be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee is incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust Property or any portion thereof in any such jurisdiction) may be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

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

(iii)      the Administrator and the Owner Trustee acting jointly may accept the resignation of or remove any separate trustee or co-trustee.

(c)       Any notice, request or other writing given to the Owner Trustee will be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee must refer to this Agreement and the conditions of this Article IX. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided in such instrument, subject to this Agreement. The Owner Trustee will keep a copy of each such instrument in its files and will deliver a copy of each such instrument to the Administrator.

(d)       Any separate trustee or co-trustee may appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee dies, becomes incapable of acting, resigns or is removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

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

ARTICLE X

MISCELLANEOUS

Section 10.1. Supplements and Amendments.

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

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

(i)        such holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not adversely affect in any material respect the interest of any Noteholder;

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

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

(c)       This Agreement also may be amended by the holder of the Residual Interest and the Owner Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement with prior notice to the Rating Agencies, subject to the following conditions:

(i)         (A) the Indenture Trustee, to the extent that its rights or obligations would be affected by such amendment consents (which consent may not be

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

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

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

However, no amendment may (A) increase or reduce the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Secured Parties or (B) reduce the percentage of the Note Balance of the Notes Outstanding required to consent to any such amendment, in each case, without the consent of all affected Noteholders.

(d)       Promptly after the execution of any such amendment or consent, the Owner Trustee will notify the Indenture Trustee of the substance of such amendment or consent.

(e)       If the consent of the Noteholders or the Indenture Trustee is required under this Section 10.1, they do not need to approve the particular form of any proposed amendment or consent so long as their consent approves the substance of the proposed amendment or consent. The manner of obtaining such consents will be subject to such reasonable requirements as the Owner Trustee may prescribe.

(f)        Promptly after the execution of any certificate of amendment to the Certificate of Trust, the Owner Trustee will cause such amendment to be filed with the Secretary of State of the State of Delaware. The Owner Trustee will deliver a file-stamped copy of such certificate of amendment to the Administrator promptly upon such document becoming available following such filing.

(g)       Before the execution of any amendment to this Agreement or certificate of amendment to the Certificate of Trust, the Owner Trustee will be entitled to receive and rely upon an Opinion of Counsel delivered by the holder of the Residual Interest to the effect that the execution of such amendment or certificate of amendment, as applicable, is authorized or permitted by this Agreement. The Owner Trustee may enter into any such amendment or

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

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

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

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

Section 10.4. Notices.

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

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

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

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

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

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

(c)       Any notice required or permitted to be mailed to a Noteholder must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 10.5.   GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

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

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

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

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

Section 10.10. No Petition. The Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement, covenants and agrees that, before the date that is 1 year and 1 day after the payment in full of all securities issued by the Depositor or the Issuer, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Basic Documents. This Section 10.10 will survive the resignation or removal of the Owner Trustee under this Agreement and the termination of this Agreement.

[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/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President

[Signature Page to Amended and Restated Trust Agreement]

EXHIBIT A

FORM OF CERTIFICATE OF TRUST OF

FORD CREDIT AUTO OWNER TRUST 2008-C

This Certificate of Trust of FORD CREDIT AUTO OWNER TRUST 2008-C (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 2008-C.

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 shall be effective upon filing.

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

U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity but solely as Owner Trustee

By: /s/ NICOLE POOLE
Name:  Nicole Poole
Title:    Vice President

B-1

EX-10

EXHIBIT 10.1

Execution Version

(Multicurrency – Cross Border)

ISDA_®

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of May 16, 2008

FORD CREDIT AUTO OWNER and BNP PARIBAS

TRUST 2008-C

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows: —

1. Interpretation

(a)        Definitions.The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b)        Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c)        Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a) General Conditions.

(i)        Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

(ii)        Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

(iii)       Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

Copyright © 1992 by International Swap Dealers Association, Inc.

ISDA (R) 1992

(b)        Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c) Netting. If on any date amounts would otherwise be payable: —

(i) in the same currency; and

(ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i)        Gross-Up. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will: —

(1) promptly notify the other party (“Y”) of such requirement;

(2)        pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

(3)        promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

(4)        if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for: —

(A)       the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

(B)       the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

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(ii)       Liability. If: —

(1)        X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

(2) X does not so deduct or withhold; and

(3) a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)        Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that: —

(a) Basic Representations.

(i)        Status. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

(ii)        Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

(iii)       No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv)       Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v)        Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

3 ISDA (R) 1992

(b)        Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c)        Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d)        Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e)        Payer Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)        Payee Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party: —

(a)        Furnish Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs: —

(i)        any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

(ii) any other documents specified in the Schedule or any Confirmation; and

(iii)       upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b)        Maintain Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c)        Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d)        Tax Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e)        Payment of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated,

4 ISDA (R) 1992

organised, managed and controlled. or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a)        Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party: —

(i)        Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii)        Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii) Credit Support Default.

(1)        Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

(2)        the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

(3)        the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv)       Misrepresentation. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v)        Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi)       Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however

5 ISDA (R) 1992

described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

(vii)      Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:–

(1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof, (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(viii)     Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer: –

(1)        the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

(2)        the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b)        Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event

6 ISDA (R) 1992

Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

(i)        Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date. it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

(1)        to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

(2)        to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii)        Tax Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii)       Tax Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

(iv)       Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); of

(v)        Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c)        Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

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6.          Early Termination

(a)        Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) Right to Terminate Following Termination Event.

(i)        Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

(ii)        Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

(iii)       Two Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

(iv) Right to Terminate. If:—

(1)        a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

(2)        an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then

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continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c) Effect of Designation.

(i)        If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

(ii)        Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d) Calculations.

(i)        Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

(ii)        Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e)        Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method, either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

(i) Events of Default. If the Early Termination Date results from an Event of Default:—

(1)        First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

(2)        First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

(3)        Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the

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Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(4)        Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii) Termination Events. If the Early Termination Date results from a Termination Event:—

(1)        One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

(2) Two Affected Parties. If there are two Affected Parties:—

(A)       if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

(B)       if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii)       Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv)       Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

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7.                           Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a)        a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b)        a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

7. Contractual Currency

(a)        Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b)        Judgments. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c)        Separate Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d)        Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

11 ISDA (R) 1992

9.          Miscellaneous

(a)        Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b)        Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c)        Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d)        Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i)        This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

(ii)        The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f)        No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g)        Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a)        If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b)        Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c)        If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document

12 ISDA (R) 1992

to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a)        Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii)       if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

(iv)       if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

(v) if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b)        Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to all

13. Governing Law and Jurisdiction

(a)        Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b)        Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—

(i)        submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

(ii)        waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c)        Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any

13 ISDA (R) 1992

reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d)        Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14. Definitions

As used in this Agreement: —

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means: —

(a)        in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)        in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c)        in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

14 ISDA (R) 1992

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different. in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(c)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have

15 ISDA (R) 1992

been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values, If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off”means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of.-

(a)        the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b)        such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

16 ISDA (R) 1992

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction. for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market

value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

BNP PARIBAS

By: /s/ Jane Shahmanesh
Name:  Jane Shahmanesh
Title:    Authorized Signatory


By: /s/ Mindy Sperling
Name:  Mindy Sperling
Title:    Authorized Signatory
  FORD CREDIT AUTO OWNER TRUST 2008-C

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

By  /s/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President  

17 ISDA (R) 1992

SCHEDULE

to the

ISDA Master Agreement

(1992 Multicurrency – Cross Border)

dated as of May 16, 2008

between

BNP PARIBAS,

a société anonyme organized under the laws of France

("Party A")

and

FORD CREDIT AUTO OWNER TRUST 2008-C,

a Delaware statutory trust

("Party B")

Part 1. Termination Provisions.

(a) "Specified Entity" means in relation to Party A for the purpose of:

Section 5(a)(v), Not applicable.

Section 5(a)(vi), Not applicable.

Section 5(a)(vii), Not applicable.

Section 5(b)(iv), Not applicable.

in relation to Party B for the purpose of:

Section 5(a)(v), Not applicable.

Section 5(a)(vi), Not applicable.

Section 5(a)(vii), Not applicable.

Section 5(b)(iv), Not applicable.

(b) "Specified Transaction" will have the meaning specified in Section 14 of this Agreement unless another meaning is specified here: No change from Section 14.

(c) The "Breach of Agreement" provisions of Section 5(a)(ii), the "Misrepresentation" provisions of Section 5(a)(iv) and the "Default under Specified Transaction" provisions of Section 5(a)(v) will not apply to Party B.

(d) The "Credit Support Default" provisions of Section 5(a)(iii) will not apply to Party B except that Section 5(a)(iii)(1) will apply in respect of Party B's obligations under Paragraph 3(b) of the Credit Support Annex.

(e) The "Cross Default" provisions of Section 5(a)(vi) will not apply to Party B and will apply to Party A with a Threshold Amount equal to 3 percent of Party A's shareholders' equity (excluding deposits).

19

(f) Bankruptcy

Section 5(a)(vii)(2), (7) and (9) will not apply to Party B.

Section 5(a)(vii)(3) will not apply to Party B to the extent any assignment, arrangement or composition that is effected by or pursuant to the Basic Documents.

Section 5(a)(vii)(4) will not apply to Party B to the extent any such proceeding or petition was instituted or presented by Party A or any of its Affiliates.

Section 5(a)(vii)(6) will not apply to Party B to the extent that it refers to (i) any appointment that is effected pursuant to the Basic Documents or (ii) any appointment to which Party B has not become subject.

Section 5(a)(vii)(8) will apply to Party B only to the extent that it applies to Section 5(a)(vii)(1), (3), (4), (5) and (6), as amended.

(g) Tax Event and Tax Event Upon Merger

Section 5(b)(ii) will apply; provided that the words "(x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y)" are hereby deleted.

Section 5(b)(iii) will apply; provided that Party A will not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party.

(h) The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to Party A or to Party B.

(i) The "Automatic Early Termination"provisions of Section 6(a) will not apply to Party A or to Party B.

(j) Payments on Early Termination; General. Subject to Part 1(k) below, for the purpose of Section 6(e):

(i) Market Quotation will apply unless Party A is the Affected Party and Party B has contracted to enter into a replacement Transaction on or prior to the Early Termination Date, in which event Loss will apply.

(ii) The Second Method will apply.

(iii) Notwithstanding anything to the contrary set forth in the Agreement, if (1) Party B designates an Early Termination Date pursuant to Part 1(m)(iii), (iv), (v), (vi) or (vii) in respect of which any Transaction is a Terminated Transaction and (2) Party B enters into a replacement transaction with a third party on or before such Early Termination Date, then (x) the amount, if any, payable by Party B to Party A in respect of such Early Termination Date and such Transaction will not exceed the amount received by Party B from such third party in consideration of entering into such replacement transaction and (y) the amount, if any, payable by Party A to Party B in respect of such Early Termination Date and such Transaction will not be less

20

than the amount payable by Party B to such third party in consideration of entering into such replacement transaction.

(k) Payments on Early Termination Due to Certain Events. Notwithstanding Section 6, so long as (A) an Additional Termination Event occurs pursuant to Part 1(m)(v) or (vi), or (B) Party A is the Affected Party in respect of a Tax Event Upon Merger or the Defaulting Party in respect of any Event of Default, paragraphs (i) to (v) below will apply:

(i) The definition of "Market Quotation" will be deleted in its entirety and replaced with the following:

"Market Quotation" means, with respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2) for an amount that would be paid to Party B (expressed as a negative number) or by Party B (expressed as a positive number) in consideration of an agreement between Party B and such Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date, (3) made on the basis that Unpaid Amounts in respect of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included and (4) made in respect of a Replacement Transaction with terms that are, in all material respects, no less beneficial for Party B than those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated Transactions), as determined by Party B."

(ii) In determining whether or not a Firm Offer satisfies the condition in clause (4) of "Market Quotation", Party B will act in a commercially reasonable manner.

(iii) The definition of "Settlement Amount" will be deleted in its entirety and replaced with the following:

"Settlement Amount" means, with respect to any Early Termination Date, an amount (as determined by Party B) equal to:

(A) if, on or prior to such Early Termination Date, a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by Party B so as to become legally binding, the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation;

(B) if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions has been accepted by Party B so as to become legally binding and one or more Market Quotations have been communicated to Party B and remain capable of becoming legally binding upon acceptance by Party B, the Termination

21

Currency Equivalent of the amount (whether positive or negative) of the lowest of such Market Quotations (for the avoidance of doubt, (i) a Market Quotation expressed as a negative number is lower than a Market Quotation expressed as a positive number and (ii) the lower of two Market Quotations expressed as negative numbers is the one with the largest absolute value); or

(C) if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions has been accepted by Party B so as to become legally binding and no Market Quotations have been communicated to Party B and remain capable of becoming legally binding upon acceptance by Party B, Party B's Loss (whether positive or negative and without reference to any Unpaid Amounts) for the relevant Terminated Transaction or group of Terminated Transactions."

(iv) If Party B requests Party A in writing to obtain Market Quotations, Party A will use its reasonable efforts to do so before the Early Termination Date.

(v) If the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement will be deleted in its entirety and replaced with the following:

"Second Method and Market Quotation. If Second Method and Market Quotation apply, (1) Party B will pay to Party A an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (2) Party B will pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A will pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to Party B; provided that (i) the amounts payable under (2) and (3) will be subject to netting in accordance with Section 2(c) of this Agreement and (ii) notwithstanding any other provision of this Agreement, any amount payable by Party A under (3) will not be netted-off against any amount payable by Party B under (1)."

(l) "Termination Currency" means United States Dollars.

(m) Additional Termination Events. Each of the following will constitute an Additional Termination Event pursuant to Section 5(b)(v):

(i) Acceleration of Notes. Any acceleration of the Notes pursuant to Section 5.2(a) of the Indenture (provided such acceleration has not been rescinded pursuant to Section 5.2(b) of the Indenture) and commencement of liquidation of the Collateral, with Party B as the sole Affected Party;

(ii) Amendments. Any amendment or supplement to the Indenture or to the Sale and Servicing Agreement that would materially adversely affect any of Party A's rights or obligations under this Agreement or any Transaction that is made without the consent of Party A if such consent is required, which consent if required will not be unreasonably withheld or delayed; provided that Party A's consent will be deemed to have been given if Party A does not object in writing within 10 Business Days of receipt of a written request for such consent, with Party B as the sole Affected Party;

(iii) Regulation AB. Failure of Party A to comply with the requirements of Part 5(s), with Party A as the sole Affected Party;

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(iv) Fitch's Rating Triggers. Failure of Party A to comply with the requirements of Part 5(n), with Party A as the sole Affected Party;

(v) Moody's First Rating Trigger. Failure of Party A to comply with the requirements of Part 5(o)(ii), with Party A as the sole Affected Party;

(vi) Moody's Second Rating Triggers.

(A) Failure of Party A to comply with the requirements of Part 5(o)(iv), with Party A as the sole Affected Party; or

(B)(1) The Moody's Second Rating Trigger Requirements apply and 30 or more Local Business Days have elapsed since the last time the Moody's Second Rating Trigger Requirements did not apply and (2)(a) at least one Eligible Replacement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(p)(ii) below or (b) at least one entity meeting at least the Moody's Second Trigger Required Ratings has made a Firm Offer (which remains capable of becoming legally binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement, with Party A as the sole Affected Party; and

(vii) S&P's Rating Triggers. Failure of Party A to comply with the requirements of Part 5(t), with Party A as the sole Affected Party.

Part 2. Tax Representations.

(a) Payer Tax Representations. For the purpose of Section 3(e), each of Party A and Party B makes the following representation:

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representation made by the other party pursuant to Section 3(f), (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii), and (iii) the satisfaction of the agreement of the other party contained in Section 4(d); provided that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b) Payee Tax Representations. For the purpose of Section 3(f):

(i) Party A makes the following representations: It is a "foreign person" within the meaning of the applicable U.S. Treasury Regulations concerning information reporting and backup withholding tax (as in effect on January 1, 2001), unless Party A provides written notice to Party B that it is no longer a foreign person. In respect of any Transaction it enters into through an office or discretionary agent in the United States or which otherwise is allocated for United States federal income tax purposes to such United States trade or business, each payment received or to be

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received by it under such Transaction will be effectively connected with its conduct of a trade or business in the United States.

(ii) Party B makes the following representations: It is a United States Person for U.S. federal income tax purposes and either (a) is a financial institution (within the meaning of Treasury Regulations section 1.1441-1(c)(5)) or (b) is not acting as an agent for a person that is not a United States Person for U.S. federal income tax purposes.

Part 3. Agreement to Deliver Documents.

(a) For purposes of Section 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered
Party A and Party B	Any form or document that may be required or reasonably requested in order to allow the other party to make a payment under this Agreement without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate, including IRS Form W-9, Form 8ECI or Form W-8BEN, as applicable.	On the date of this Agreement, and promptly upon the earlier of (i) reasonable demand by the other party and (ii) learning that the form or document is required.

(b) Other documents to be delivered are:

Party required to deliver document	Form/Document/Certificate	Date by which to be delivered	Covered by Section 3(d) Representation
Party A	Annual audited financial statements prepared in accordance with generally accepted accounting principles in the country in which the party is organized.	Promptly upon Party B's request.	Yes
Party A and Party B	Certificate or other documents evidencing the authority of the party entering into this Agreement or a Confirmation, as the case may be, including copies of any board resolutions and appropriate certificates of incumbency as to the officers executing such documents.	Upon execution of this Agreement.	Yes
Party A and Party B	Opinions of counsel in form and substance acceptable to the other party.	Upon execution of this Agreement.	No

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Party A	Financial data relating to Party A, as required pursuant to Part 5(s) of this Schedule.	As required pursuant to Part 5(s) of this Schedule.	Yes
Party A	Executed Indemnification and Contribution Agreement, among Party A, Ford Motor Credit Company LLC and Ford Credit Auto Receivables Two LLC, relating to Party A's furnished information for use in the Prospectus	At or promptly following execution of this Agreement.	Yes
Party B	Copies of executed Indenture and Sale and Servicing Agreement	Upon execution of such agreements.	No

Part 4. Miscellaneous

(a) Addresses for Notices:

(1) TO PARTY A:

For the purpose of Section 12(a), any notice to Party A relating to a particular Transaction will be delivered to the address or facsimile number specified in the Confirmation of such Transaction. Any notice delivered for purposes of Sections 5 and 6 of this Agreement will be delivered to the following address:

BNP Paribas

787 Seventh Avenue

New York, New York 10019

Attention: Legal and Transaction Management Group - ISDA

Telephone No.: (212) 841-3000

Facsimile No.: (212) 841-3561

with a copy to:

BNP Paribas

1 Rue Taitbout

75009 Paris

Attn: Legal and Transaction Management Group - ISDA

Telephone No: (33) (0) 1 4014 0199

Facsimile No: (33) (0) 1 4014 5577 / 7511

(2) TO PARTY B:

For the purpose of Section 12(a), notices will be delivered to the address or facsimile number specified in the Confirmation of such Transaction. Any notice delivered for purposes of Sections 5, 6 and 7 will be delivered to the following address:

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U.S. Bank Trust National Association,
    as Owner Trustee for
    Ford Credit Auto Owner Trust 2008-C

  300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attn: Corporate Trust Department

Telephone: (302) 576-3700

Fax: (302) 576-3717

with copies to:

  The Bank of New York,
    as Indenture Trustee for
  Ford Credit Auto Owner Trust 2008-C

101 Barclay Street

Floor 8 West

New York, New York 10286

Attn: Structured Finance Services -

Asset Backed Securities, Ford 2008-C

Telephone: (212) 815-4389

Fax: (212) 815-2493

and

Ford Motor Credit Company LLC

One American Road, Suite 2411

Dearborn, Michigan 48126

Attention: Corporate Secretary

Telephone: (313) 323-1200

Fax: (313) 248-7613

and

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

(b) Process Agent. For the purpose of Section 13(c):

Party A appoints as its Process Agent: Not applicable.

Party B appoints as its Process Agent: Not applicable.

(c) Offices. The provisions of Section 10(a) will apply.

(d) Multibranch Party. For the purpose of Section 10:

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(i) Party A is not a Multibranch Party.

(ii) Party B is not a Multibranch Party.

(e) Calculation Agent. The Calculation Agent is Party B.

(f) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York.

(g) Single Agreement. Section 1(c) will be amended by the addition of the words ", the Credit Support Annex" after the words "Master Agreement".

(h) Netting of Payments. Subparagraph (ii) of Section 2(c) will apply to all Transactions under this Agreement.

(i) "Affiliate" will have the meaning specified in Section 14.

(j) Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, its right to have a jury trial in respect to any proceedings related to this Agreement. Each party certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver.

(k) The definition of "Local Business Day" in Section 14 will be amended by the addition of the words "or any Credit Support Document" after "Section 2(a)(i)" and the addition of the words "or Credit Support Document" after "Confirmation".

Part 5. Other Provisions.

(a) Non-Reliance. In connection with the negotiation of, the entering into, and the execution of this Master Agreement, any Credit Support Document to which it is a party, each Transaction and any other documentation relating to this Master Agreement to which it is a party or that is required by this Master Agreement to deliver, each of Party A and Party B represents and agrees that:

(i) it is not relying (for the purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the other party to this Master Agreement, such Credit Support Document, each Transaction or such other documentation other than the representations expressly set forth in this Master Agreement, such Credit Support Document and in any Confirmation;

(ii) it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of any Transaction pursuant to this Master Agreement) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party to this Master Agreement, such Credit Support Document, each Transaction or such other documentation;

(iii) it has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Master Agreement, such Credit Support Document, each

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Transaction and such other documentation and is capable of assuming and willing to, and will, assume (financially and otherwise) those risks;

(iv) it is an "eligible contract participant" as defined in Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity Futures Modernization Act of 2000;

(v) it is entering into this Master Agreement, such Credit Support Document, each Transaction and such other documentation for the purposes of managing its borrowings or investments, hedging its underlying assets or liabilities or in connection with a line of business;

(vi) it is entering into this Master Agreement, such Credit Support Document, each Transaction and such other documentation as principal, and not as agent or in any other capacity, fiduciary or otherwise; and

(vii) the other party to this Master Agreement, such Credit Support Document, each Transaction and such other documentation (a) is not acting as a fiduciary or financial, investment or commodity trading advisor for it, (b) has not given to it (directly or indirectly through any other person) any assurance, guaranty or representation whatsoever as to the merits (either legal, regulatory, tax, financial, accounting or otherwise) of this Master Agreement, such Credit Support Document, each Transaction or such other documentation, and (c) has not committed to unwind the Transactions.

(b) Tax Provisions.

(i) Notwithstanding the definition of "Indemnifiable Tax" in Section 14 of this Agreement, in relation to payments by Party A, any Tax will be an Indemnifiable Tax and, in relation to payments by Party B, no Tax will be an Indemnifiable Tax.

(ii) Section 2(d)(i)(4) of this Agreement will be deleted in its entirety and replaced with the words "if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required."

(c) Additional Representation by Party A. Section 3 is amended by adding the following additional representation by Party A only:

"(h)      Pari Passu. Its obligations under this Agreement rank pari passu with all of its other unsecured, unsubordinated obligations except those obligations preferred by operation of law."

(d) No Petition. Party A covenants and agrees that prior to the date that is one year and one day after the payment in full of (i) all of the Notes and any other securities issued by Party B and (ii) any other securities issued by a trust as to which Ford Credit Auto Receivables Two LLC is a depositor (or, if later, the expiration of all applicable preference periods under the United States Bankruptcy Code or other applicable law), it will not institute against, or join with any other Person in instituting against, Party B or Ford Credit Auto Receivables Two LLC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other

28

proceedings under United States federal or state bankruptcy or similar law in connection with any obligations under this Agreement. The provisions of this paragraph will survive the termination of this Agreement.

(e) Limited Recourse; Subordination.

(i) Notwithstanding anything to the contrary contained in this Agreement, the obligations of Party B under this Agreement and any Transaction hereunder are solely the obligations of Party B and will be payable solely to the extent of funds received by and available to Party B in accordance with the priority of payment provisions under the Indenture and on the Payment Dates specified therein. Party A acknowledges that Party B has pledged its assets constituting the Indenture Trust Estate to the Indenture Trustee. Upon exhaustion of the assets of Party B and the proceeds thereof in accordance with the Indenture and the Sale and Servicing Agreement, Party A will not be entitled to take any further steps against Party B to recover any sums due but unpaid under this Agreement, all claims in respect of which will be extinguished. No recourse may be taken for the payment of any amount owing in respect of any obligation of, or claim against, Party B arising out of or based upon this Agreement or any Transaction against any holder of a beneficial interest, employee, officer or Affiliate of Party B and, except as specifically provided in this Agreement, no recourse may be taken for the payment of any amount owing in respect of any obligation of, or claim against, Party B based on or arising out of this Agreement against the Administrator (as defined in the Administration Agreement), Ford Credit Auto Receivables Two LLC or any stockholder, holder of a beneficial interest, employee, officer, director, incorporator or Affiliate of such person; provided, however, that the foregoing will not relieve any such person or entity from any liability they might otherwise have as a result of their gross negligence or willful misconduct.

(ii) The parties intend that Part 5(e)(i) of this Schedule constitute an enforceable subordination agreement under Section 510(a) of the Bankruptcy Code and will survive the termination of this Agreement.

(f) Party B Pledge. Notwithstanding Section 7 to the contrary, Party A acknowledges that (i) Party B will pledge its rights under this Agreement to the Indenture Trustee for the benefit of the Noteholders and the Swap Counterparties pursuant to the Indenture and agrees to such pledge and (ii) Party A (as a Secured Party under the Basic Documents) has no voting rights in connection with any action to be taken on behalf of the Secured Parties. The Indenture Trustee will not be deemed to be a party to this Agreement; provided, however, the Indenture Trustee, acting on behalf of the holders of the Notes, will have the right to enforce this Agreement against Party A. Party A will be entitled to rely on any notice or communication from the Indenture Trustee to that effect. Party A acknowledges that Party B will pledge substantially all its assets to the Indenture Trustee for the benefit of the Noteholders and Party A and that all payments hereunder, including payments on early termination, will be made in accordance with the priority of payment provisions of the Indenture and the Sale and Servicing Agreement and on the Payment Dates specified therein.

(g) Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, will be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof will continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as

29

so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties to this Agreement.

(h) Recording of Conversations. Each party (i) consents to the recording of the telephone conversa­tions of the trading and marketing personnel of the parties in connection with this Agreement and any potential or actual Transaction and (ii) agrees to obtain any necessary consent of, and to give notice of such recording to, its personnel.

(i) Consent by Party A to Amendments to Certain Documents. Before any amendment, modification or supplement is made to the Indenture or the Sale and Servicing Agreement that (i) would materially adversely affect any of Party A's rights or obligations under this Agreement or any Transaction or (ii) modify the obligations or impair the ability of Party B to fully perform any of Party B's obligations under this Agreement or any Transaction in such a way that would materially adversely affect any of Party A's rights or obligations under this Agreement or any Transaction, Party B will provide Party A with a copy of the proposed amendment, modification or supplement and will, where such consent is required, obtain the consent of Party A prior to its adoption, which consent will not be unreasonably withheld or delayed; provided that Party A's consent will be deemed to have been given if Party A does not object in writing within 10 Business Days of receipt of a written request for such consent.

(j) Set-off.

(i) All payments under this Agreement will be made without set-off or counterclaim, except as expressly provided for in Section 2(c), Section 6 or Part 1(k)(ix).

(ii) Section 6(e) will be amended by the deletion of the following sentence; "The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off."

(k) Limitation of Liability of Owner Trustee. Notwithstanding anything contained in this Agreement to the contrary, this instrument (and any Confirmation pursuant to this instrument) has been or will be signed on behalf of Party B by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of Party B and in no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of Party B have any liability for the representations, warranties, covenants, agreements or other obligations of Party B under this Agreement or under any such Confirmation, as to all of which recourse will be had solely to the assets of Party B. For all purposes of this Agreement and any Confirmation, in the performance of any duties or obligations of Party B hereunder, the Owner Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement; provided, however, that the foregoing will not relieve the Owner Trustee from any liability it might otherwise have under the Trust Agreement as a result of its gross negligence or willful misconduct.

(l) Definitions. Unless otherwise specified in a Confirmation, this Agreement and the relevant Transaction between the parties are subject to the 2006 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc., and will be governed in all relevant respects by the provisions set forth in the Definitions, without regard to any amendment to the Definitions subsequent to the date hereof. The provisions of the Definitions are incorporated by reference in and will be deemed a part of

30

this Agreement, except that references in the Definitions to a "Swap Transaction" will be deemed references to a "Transaction" for purposes of this Agreement. In the event of any inconsistency between the provisions of this Agreement and the Definitions, this Agreement will prevail. In the event of any inconsistency between the provision of any Confirmation and this Agreement or the Definitions, such Confirmation will prevail for the purpose of the relevant Transaction.

For the purpose of this Agreement:

"Credit Support Annex" means any credit support annex entered into between Party A and Party B relating to this Agreement, as amended, supplemented or otherwise modified from time to time.

"Credit Support Document" means the Credit Support Annex and any Eligible Guarantee for Party A.

"Credit Support Provider" means in relation to Party A, (1) Party A in its capacity as a party to the Credit Support Annex and (2) the guarantor under any Eligible Guarantee, and in relation to Party B, Party B in its capacity as a party to the Credit Support Annex.

"Eligible Guarantee" means an unconditional and irrevocable guarantee that is provided by a guarantor that is a Financial Institution as principal debtor rather than surety and is directly enforceable by Party B, where (A) a law firm has given a legal opinion confirming that none of the guarantor's payments to Party B under such guarantee will be subject to deduction or withholding for Tax and such opinion has been delivered to Moody's, (B) such guarantee provides that, in the event that any of such guarantor's payments to Party B are subject to deduction or withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any tax) will equal the full amount Party B would have received had no such deduction or withholding been required or (C) in the event that any payment under such guarantee is made net of deduction or withholding for Tax, Party A is required under Section 2(a)(i) to make such additional payment as is necessary to ensure that the net amount actually received by Party B will equal the full amount Party B would have received had no such deduction or withholding been required.

"Eligible Replacement" means a Financial Institution (i)(A) having the Moody's First Trigger Required Ratings and/or the Moody's Second Trigger Required Ratings or (B) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor having the Moody's First Trigger Required Ratings and/or the Moody's Second Trigger Required Ratings, and (ii)(A) having the S&P's First Trigger Required Ratings and/or the S&P's Second Trigger Required Ratings or (B) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor having the S&P's First Trigger Required Ratings and/or the S&P's Second Trigger Required Ratings, and (iii)(A) having the Fitch's First Trigger Required Ratings and/or the Fitch's Second Trigger Required Ratings or (B) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor having the Fitch's First Trigger Required Ratings and/or the Fitch's Second Trigger Required Ratings, and (iv) acceptable to Party B.

"Financial Institution" means a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company.

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"Firm Offer" means an offer which, when made, was capable of becoming legally binding upon acceptance.

"Moody's Short-term Rating" means a rating assigned by Moody's under its short-term rating scale in respect of an entity's short-term, unsecured and unsubordinated debt obligations.

"Relevant Entities" means Party A and any guarantor under an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement.

(m) Additional Defined Terms. Capitalized terms used but not defined in this Agreement (including this Schedule) or any Confirmation are defined in the Sale and Servicing Agreement, dated as of May 1, 2008 (including Appendix A to such Sale and Servicing Agreement), as amended, supplemented or otherwise modified, among Party B, Ford Motor Credit Company LLC, as Servicer, and Ford Credit Auto Receivables Two LLC, as Depositor.

(n) Downgrade or Withdrawal of Party A's Rating by Fitch.

(i) Fitch's First Rating Trigger. If no Relevant Entity has a short term unsecured debt rating of "F1" or better or a long term unsecured debt rating of "A" or better by Fitch (such rating thresholds, the "Fitch First Trigger Required Ratings" and such failure, the "Fitch First Rating Trigger") and the Fitch Second Rating Trigger has not occurred, then within 30 calendar days of such failure (or on the date of this Agreement, if no Relevant Entity has the Fitch First Trigger Required Ratings as of the date of this Agreement), Party A will, at its own cost, (A) post collateral in the amount and manner as set forth in the Credit Support Annex, (B) procure an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor having the Fitch First Trigger Required Ratings and which procurement will not be effective without the prior written confirmation of Fitch that such procurement will not cause Fitch to reduce or withdraw its then current rating on the Notes, (C) effect a transfer in accordance with Part 5(p)(ii) below or (D) establish any other arrangement satisfactory to Party B and to Fitch as to not cause Fitch to reduce or withdraw its then current rating on the Notes.

(ii) Fitch's Second Rating Trigger. If no Relevant Entity has a short term unsecured debt rating of "F2" or better or a long term unsecured debt rating of "BBB+" or better by Fitch (such rating thresholds, the "Fitch Second Trigger Required Ratings" and such failure, the "Fitch Second Trigger Required Ratings"), then within 30 calendar days of such failure, Party A will, at its own cost, procure either (A) an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor having the Fitch Second Trigger Required Ratings and which procurement will not be effective without the prior written confirmation of Fitch that such procurement will not cause Fitch to reduce or withdraw its then current rating on the Notes or (B) a transfer in accordance with Part 5(p)(ii) below; provided that Party A will promptly post collateral in the amount and manner as set forth in the Credit Support Annex while a replacement or guarantor is being sought.

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(o) Downgrade or Withdrawal of Party A's Rating by Moody's.

(i) An entity will have the "Moody's First Trigger Required Ratings" (A) where such entity is the subject of a Moody's Short-term Rating, if such rating is "Prime-1" and its long-term, unsecured and unsubordinated debt obligations are rated "A2" or above by Moody's and (B) where such entity is not the subject of a Moody's Short-term Rating, if its long-term, unsecured and unsubordinated debt obligations are rated "A1" or above by Moody's.

(ii) The "Moody's First Rating Trigger Requirements" will apply so long as no Relevant Entity has the Moody's First Trigger Required Ratings. Within 30 Local Business Days after the Moody's First Rating Trigger Requirements apply, Party A will, at its own cost, (A) procure an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor meeting the Moody's First Trigger Required Ratings, (B) effect a transfer in accordance with Part 5(p)(ii) below or (C) post collateral in the amount and manner as set forth in the Credit Support Annex.

(iii) An entity will have the "Moody's Second Trigger Required Ratings" (A) where such entity is the subject of a Moody's Short-term Rating, if such rating is "Prime-2" or above and its long-term, unsecured and unsubordinated debt obligations are rated "A3" or above by Moody's and (B) where such entity is not the subject of a Moody's Short-term Rating, if its long-term, unsecured and unsubordinated debt obligations are rated "A3" or above by Moody's.

(iv) The "Moody's Second Rating Trigger Requirements" will apply so long as no Relevant Entity has the Moody's Second Trigger Required Ratings. Within 30 Local Business Days after the Moody's Second Rating Trigger Requirements apply, Party A will post collateral in the amount and manner as set forth in the Credit Support Annex. Party A will also, at its own cost, use commercially reasonable efforts to, as soon as reasonably practicable, procure either (A) an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor meeting at least the Moody's Second Trigger Required Ratings or (B) a transfer in accordance with Part 5(p)(ii) below.

(p) Transfers.

(i) Section 7 of this Agreement will not apply to Party A and, subject to Section 6(b)(ii) and clause (ii) below, Party A may not transfer (whether by way of security or otherwise) any interest or obligation in or under this Agreement without (x) the prior written consent of Party B and (y) complying with Part 5(q) below.

(ii) Subject to Part 5(q) below, if the Moody's First Rating Trigger Requirements apply, Party A may (at its own cost) transfer all or substantially all of its rights and obligations with respect to this Agreement to any other entity (a "Transferee") that is an Eligible Replacement such that the Transferee contracts with Party B on terms that (x) have the effect of preserving for Party B the economic equivalent of all payment and delivery obligations (whether absolute or contingent and assuming the satisfaction of each applicable condition precedent) under this Agreement immediately before such transfer and (y) are in all material respects no less beneficial for Party B than the terms of this Agreement immediately before such transfer, as determined by Party B acting in a commercially reasonable manner.

33

(iii) If an entity has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with (ii) above, Party B will, at Party A's written request and cost, take any reasonable steps required to be taken by it to effect such transfer.

(q) Approval of Amendments, Transfers or Assignment. Notwithstanding any other provisions of this Agreement, no amendments to this Agreement will be effected, nor may the rights and obligations of Party A be transferred or assigned, unless (a) S&P confirms in writing that such amendment, transfer or assignment will not cause S&P to reduce or withdraw its then-current rating on any of the Notes and (b) Party A has provided notice of such action to Moody’s and Fitch at least 10 Business Days prior to its effectiveness.

(r) Party B Agent. Party A acknowledges that Party B has appointed Ford Motor Credit Company LLC as its agent under the Administration Agreement to carry out certain functions on behalf of Party B, and that Ford Motor Credit Company LLC will be entitled to give notices and to perform and satisfy the obligations of Party B hereunder on behalf of Party B.

(s) Regulation AB Financial Disclosure.

Party A acknowledges that for so long as there are reporting obligations with respect to any Transaction under this Agreement under Regulation AB, the Depositor is required under Regulation AB to disclose certain information set forth in Regulation AB regarding Party A or its group of affiliated entities, if applicable, depending on the aggregate "significance percentage" of this Agreement and any other derivative contracts between Party A or its group of affiliated entities, if applicable, and Party B, as calculated from time to time in accordance with Item 1115 of Regulation AB.

If the Depositor determines, reasonably and in good faith, that the "significance percentage" of this Agreement has increased to 9%, then on any Business Day after the date of such determination the Depositor may request from Party A the same information set forth in Item 1115(b) of Regulation AB that would have been required if the significance percentage had in fact increased to 10% (such request, a "Swap Financial Disclosure Request" and such requested information, subject to the last sentence of this paragraph, the "Swap Financial Disclosure"). Party A and Party B further agree that the Swap Financial Disclosure provided to meet the Swap Financial Disclosure Request will be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, as applicable, and as specified by Party B.

Upon the occurrence of a Swap Financial Disclosure Request, Party A, at its own expense, will within 30 days after receipt of such Swap Financial Disclosure Request (or within 10 days after Party A being informed of the significance percentage reaching 10% after such Swap Financial Disclosure Request): (i) provide the Depositor with the Swap Financial Disclosure, (ii) subject to Rating Agency Confirmation and approval by Party B (which approval will not be unreasonably withheld), secure another entity to replace Party A as party to this Agreement on terms substantially similar to this Agreement which entity is able and will provide the Swap Financial Disclosure for such entity within the time period specified above or (iii) subject to Rating Agency Confirmation and approval by Party B (which approval will not be unreasonably withheld), obtain a guaranty of Party A's obligations under this Agreement from an affiliate of Party A that is able to provide the Swap Financial Disclosure for such affiliate, such that disclosure provided in respect of the affiliate will satisfy any disclosure requirements applicable to Party A, and cause such

34

affiliate to provide Swap Financial Disclosure within the time period specified above. If permitted by Regulation AB, any required Swap Financial Disclosure may be provided by incorporation by reference from reports filed pursuant to the Exchange Act.

(t) Downgrade or Withdrawal of Party A's Rating by S&P.

(i) S&P's First Rating Trigger. If no Relevant Entity has a short term unsecured debt rating of "A-1" or better by S&P or, if no Relevant Entity has a short term unsecured debt rating by S&P, a long term unsecured debt rating of "A+" or better by S&P (such rating thresholds, the "S&P First Trigger Required Ratings" and such failure, the "S&P First Rating Trigger") and the S&P Second Rating Trigger has not occurred, then within 10 Local Business Days of such failure (or on the date of this Agreement, if no Relevant Entity has the S&P First Trigger Required Ratings as of the date of this Agreement), Party A will, at its own cost, post collateral in the amount and manner as set forth in the Credit Support Annex. Party A may also, at its own cost, procure either (A) an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor having the S&P First Trigger Required Ratings and which procurement will not be effective without the prior written confirmation of S&P that such procurement will not cause S&P to reduce or withdraw its then current rating on the Notes or (B) a transfer to a Financial Institution in accordance with Part 5(p)(ii) above, and upon either such procurement, Party A will no longer be required to post any collateral.

(ii) S&P's Second Rating Trigger. If no Relevant Entity has a short term unsecured debt rating of "A-2" or better by S&P or, if no Relevant Entity has a short term unsecured debt rating by S&P, a long term unsecured debt rating of "BBB+" or better by S&P (such rating thresholds, the "S&P Second Trigger Required Ratings" and such failure, the "S&P Second Rating Trigger"), then within 10 Local Business Days of such failure, Party A will, at its own cost, post additional collateral in the amount and manner as set forth in the Credit Support Annex. Party A will also, at its own cost, within 60 calendar days of such failure, use commercially reasonable efforts to procure either (A) an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor having the S&P Second Trigger Required Ratings and which procurement will not be effective without the prior written confirmation of S&P that such procurement will not cause S&P to reduce or withdraw its then current rating on the Notes or (B) a transfer to a Financial Institution in accordance with Part 5(p)(ii) above.

(t) Appointment of Collateral Agent. Party A irrevocably appoints the Indenture Trustee as its agent and attorney-in-fact for the purpose of evidencing the existence and maintaining the perfection of the security interest granted to the Indenture Trustee for the benefit of the Secured Parties under the Indenture.

[SIGNATURE PAGE FOLLOWS]

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EXECUTED BY:

BNP PARIBAS   By: /s/ Jane Shahmanesh Name:  Jane Shahmanesh Title:   Authorized Signatory     By: /s/ Mindy Sperling Name:  Mindy Sperling Title:    Authorized Signatory     FORD CREDIT AUTO OWNER TRUST 2008-C   By:   U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee     By: /s/ Mildred F. Smith Name:  Mildred F. Smith Title:    Vice President    

[Signature Page to Swap Schedule]

EX-10

EXHIBIT 10.2

Execution Version

(Bilateral Form) (ISDA Agreements Subject to New York Law Only)

ISDA®

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

ISDA MASTER AGREEMENT

(1992 – Multicurrency—Cross Border)

dated as of May 16, 2008

between

BNP PARIBAS,

a société anonyme organized under the laws of France

("Party A")

and

FORD CREDIT AUTO OWNER TRUST 2008-C,

a Delaware statutory trust

("Party B")

This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

Accordingly, the parties agree as follows: –

Paragraph 1. Interpretation

(a)        Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex.In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.

(b)        Secured Party and Pledgor. All references in this Annex to the "Secured Party" will be to either party when acting in that capacity and all corresponding references to the "Pledgor" will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.

Copyright ©1994 by International Swaps and Derivatives Association, Inc.

Paragraph 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.

Paragraph 3. Credit Support Obligations

(a)        Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor's Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Delivery Amount" applicable to the Pledgor for any Valuation Date will equal the amount by which:

(i) the Credit Support Amount

exceeds

(ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.

(b)        Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party's Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Return Amount" applicable to the Secured Party for any Valuation Date will equal the amount by which:

(i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party

exceeds

(ii) the Credit Support Amount.

"Credit Support Amount" means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions

(a)        Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:

(i)  no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

(ii)  no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b)        Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant

2

ISDA® 1994

Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

(c)        Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).

(d) Substitutions.

(i)  Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the "Substitute Credit Support"); and

(ii)  subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the "Substitution Date"); provided that the Secured Party will only be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution

If a party (a "Disputing Party") disputes (I) the Valuation Agent's calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:

(i)  In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

(A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;

(B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent's original calculations will be used for that Transaction (or Swap Transaction); and

(C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.

(ii)  In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

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ISDA® 1994

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.

Paragraph 6. Holding and Using Posted Collateral

(a)        Care of Posted Collateral. Without limiting the Secured Party's rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.

(b) Eligibility to Hold Posted Collateral; Custodians.

(i)  General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a "Custodian") to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

(ii)  Failure to Satisfy Conditions. If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

(iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.

(c)        Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:

(i)  sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and

(ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.

(d) Distributions and Interest Amount

(i)  Distributions. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount

4

ISDA® 1994

would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

(ii)  Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if:

(i)  that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party;

(ii)  that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or

(iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.

Paragraph 8. Certain Rights and Remedies

(a)        Secured Party's Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:

(i)  all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;

(ii)  any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;

(iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.

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ISDA® 1994

Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

(b)        Pledgor's Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):

(i)  the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;

(ii)  the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;

(iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and

(iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may:

(A) Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

(B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.

(c)        Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)        Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:

(i)  it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;

(ii)  it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;

(iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any

6

ISDA® 1994

central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and

(iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.

Paragraph 10. Expenses

(a)        General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.

(b)        Posted Credit Support.The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party's rights under Paragraph 6(c).

(c)        Liquidation/Application of Posted Credit Support.All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

Paragraph 11. Miscellaneous

(a)        Default Interest.A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b)        Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c)        Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party's rights under Paragraph 6(c).

(d)        Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(e)        Demands and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.

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ISDA® 1994

(f)        Specifications of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 12. Definitions

As used in this Annex:—

"Cash"means the lawful currency of the United States of America.

"Credit Support Amount"has the meaning specified in Paragraph 3.

"Custodian"has the meaning specified in Paragraphs 6(b)(i) and 13.

"Delivery Amount" has the meaning specified in Paragraph 3(a).

"Disputing Party" has the meaning specified in Paragraph 5.

"Distributions" means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.

"Eligible Collateral" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

"Eligible Credit Support" means Eligible Collateral and Other Eligible Support.

"Exposure" means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of "Market Quotation").

"Independent Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

(x) the amount of that Cash on that day; multiplied by

(y) the Interest Rate in effect for that day; divided by

(z) 360.

"Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.

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ISDA® 1994

"Interest Rate" means the rate specified in Paragraph 13.

"Local Business Day," unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.

"Minimum Transfer Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

"Notification Time" has the meaning specified in Paragraph 13.

"Obligations" means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.

"Other Eligible Support" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

"Other Posted Support" means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

"Pledgor" means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

"Posted Collateral" means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.

"Posted Credit Support" means Posted Collateral and Other Posted Support.

"Recalculation Date" means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the "Recalculation Date" means the most recent Valuation Date under Paragraph 3.

"Resolution Time" has the meaning specified in Paragraph 13.

"Return Amount" has the meaning specified in Paragraph 3(b).

"Secured Party" means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

"Specified Condition" means, with respect to a party, any event specified as such for that party in Paragraph 13.

"Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i).

"Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

"Threshold" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

"Transfer" means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:

(i)  in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient;

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ISDA® 1994

(ii)  in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;

(iii) in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and

(iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.

"Valuation Agent" has the meaning specified in Paragraph 13.

"Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 13.

"Valuation Percentage" means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.

"Valuation Time" has the meaning specified in Paragraph 13.

"Value" means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

(i) Eligible Collateral or Posted Collateral that is:

(A) Cash, the amount thereof; and

(B) a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;

(ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and

Other Eligible Support and Other Posted Support, as specified in Paragraph 13.

Paragraph 13.

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Elections and Variables

(a)        Security Interest for "Obligations." The term "Obligations" as used in this Annex includes the following additional obligations:

With respect to Party A: None.

With respect to Party B: None.

(b) Credit Support Obligations.

(i) Delivery Amount, Return Amount and Credit Support Amount.

(A) "Delivery Amount" has the meaning specified in Paragraph 3(a), except that the words "upon a demand made by the Secured Party on or promptly following a Valuation Date" shall be deleted and replaced by the words "on each Valuation Date".

(B) "Return Amount" has the meaning specified in Paragraph 3(b).

(C) "Credit Support Amount" means the amount specified in (1), (2), (3), (4) or (5) below, except that if two or more amounts below apply, the highest amount:

(1) if the Moody's First Rating Trigger Requirements apply to Party A and Party A chooses to post collateral, the following amount as determined by the Valuation Agent:

The greater of (i) Secured Party's Exposure + (Notional Amount on such Valuation Date * the respective potential increase below) and (ii) 0.

Potential Increase of Mid-Market Valuation
Weighted Average Life of Hedge in Years	Posting Frequency (Daily)
1	0.15%
2	0.30%
3	0.40%

(2) if the Moody's Second Rating Trigger Requirements apply to Party A, the following amount as determined by the Valuation Agent:

The greatest of (i) Floating Amount on next Payment Date, (ii) Secured Party's Exposure + (Notional Amount on such Valuation Date * the respective potential increase below) and (iii) 0.

Potential Increase of Mid-Market Valuation
Weighted Average Life of Hedge in Years	Posting Frequency (Daily)
1	0.50%
2	1.00%
3	1.50%

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(3) if the S&P First Rating Trigger occurs and the S&P Second Rating Trigger has not occurred, within 10 Local Business Days of such occurrence (or on the date of this Annex, if no Relevant Entity has the S&P First Rating Thresholds as of the date of this Annex), Party A will post collateral in the following amount as determined by the Valuation Agent:

The greater of (i) Secured Party's Exposure * 100%, and (ii) 0.

(4) if the S&P Second Rating Trigger occurs, within 10 Local Business Days of such occurrence, Party A will post collateral in the following amount as determined by the Valuation Agent:

The greater of (i) Secured Party's Exposure * 125%, and (ii) 0.

(5) if the Fitch First Rating Trigger occurs and Party A chooses to post collateral or if a Fitch Second Rating Trigger occurs, the following amount as determined by the Valuation Agent:

The greater of (i) Secured Party's Exposure + (Volatility Buffer * Notional Amount), and (ii) 0

"Volatility Buffer" means the percentage set forth in the following table with respect to any Transaction:

		Weighted Average Life of Hedge in Years
Notes' Rating	1		2	3	4	5	6	7	8	9	10
USD Interest Rate Swaps
AA- or Better	0.6		1.6	2.6	3.4	4.2	4.8	5.5	5.9	6.4	7.0
A+/A	0.3		0.8	1.3	1.7	2.1	2.4	2.8	3.0	3.3	3.6
A-/BBB+	0.2		0.6	1.0	1.3	1.6	1.9	2.1	2.3	2.5	2.7

(ii)  Eligible Collateral. The following items will qualify as "Eligible Collateral" (unless noted below) for Party A:

	The following Valuation Percentages(1) will apply to Eligible Collateral with respect to Party A upon the occurrence of the respective rating trigger event below:
	Moody's First Rating Trigger Requirements	Moody's Second Rating Trigger Requirements	S&P First Rating Trigger	S&P Second Rating Trigger	Fitch First and Second Rating Triggers
(A) Cash in U.S. Dollars	100%	100%	100%	80%	100%
(B)  Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of not more than one year	100%	100%	98%	78.4%	97.5%
(C)  Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than one year but not more than 2 years	100%	99%	98%	78.4%	91.5%

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ISDA® 1994

(D) Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 2 years but not more than 3 years	100%	98%	98%	78.4%	91.5%
(E)  Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 3 years but not more than 5 years	100%	97%	98%	78.4%	91.5%
(F)  Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 5 years but not more than 7 years	100%	96%	92.6%	74.1%	86.3%
(G) Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 7 years but not more than 10 years	100%	94%	92.6%	74.1%	86.3%
(H) Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 10 years but not more than 20 years	100%	90%	87.9%	70.3%	79%
(I)   Fixed rate negotiable debt obligations issued by the U.S. Treasury Department having a remaining maturity of more than 20 years	100%	88%	84.6%	67.7%	79%
(J)   Floating rate negotiable debt obligations issued by the U.S. Treasury Department	100%	99%	Not Eligible Collateral	Not Eligible Collateral	(2)
(K) Fixed rate U.S. Agency Debentures having a remaining maturity of not more than one year	100%	99%	98%	78.4%	(2)
(L)  Fixed rate U.S. Agency Debentures having a remaining maturity of more than one year but not more than 2 years	100%	98%	98%	78.4%	(2)
(M) Fixed rate U.S. Agency Debentures having a remaining maturity of more than 2 years but not more than 3 years	100%	97%	98%	78.4%	(2)
(N) Fixed rate U.S. Agency Debentures having a remaining maturity of more than 3 years but not more than 5 years	100%	96%	98%	78.4%	(2)
(O) Fixed rate U.S. Agency Debentures having a remaining maturity of more than 5 years but not more than 7 years	100%	94%	92.6%	74.1%	(2)
(P)  Fixed rate U.S. Agency Debentures having a remaining maturity of more than 7 years but not more than 10 years	100%	93%	92.6%	74.1%	(2)

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ISDA® 1994

(Q) Fixed rate U.S. Agency Debentures having a remaining maturity of more than 10 years but not more than 20 years	100%	88%	82.6%	66.1%	(2)
(R)  Fixed rate U.S. Agency Debentures having a remaining maturity of more than 20 years	100%	86%	77.9%	62.3%	(2)
(S)  Floating rate U.S. Agency Debentures	100%	98%	Not Eligible Collateral	Not Eligible Collateral	(2)

___________________

(1) With respect to collateral types not listed below, such assets will be subject to review by S&P, Fitch or Moody's, as applicable.

(2) Subject to review by Fitch.

(iii) Thresholds.

(A) "Independent Amount" means with respect to Party A: zero.

"Independent Amount" means with respect to Party B: zero.

(B) "Threshold" means with respect to Party A: infinity; provided that the Threshold with respect to Party A shall be zero for so long as, no Relevant Entity has the Moody's First Trigger Required Ratings, the Fitch First Trigger Required Ratings or the S&P First Trigger Required Ratings and (i) no Relevant Entity has had the Moody's First Trigger Required Ratings since this Annex was executed, or (ii) at least 30 Local Business days have elapsed since the last time a Relevant Entity had the Moody's First Trigger Required Ratings, or (iii) no Relevant Entity has had the Fitch's First Trigger Required Ratings since this Annex was executed, or (iv) at least 30 calendar days have elapsed since the last time a Relevant Entity had the Fitch's First Trigger Required Ratings, or (v) no Relevant Entity has had the S&P First Trigger Required Ratings since this Annex was executed or (vi) at least 10 Local Business days have elapsed since the last time a Relevant Entity had the S&P First Trigger Required Ratings.

"Threshold" means with respect to Party B: infinity.

(C) "Minimum Transfer Amount" means with respect to Party A: U.S.$100,000; provided, however, that if the aggregate outstanding principal balance of the Notes rated by S&P is at the time of any transfer less than U.S.$50,000,000, the "Minimum Transfer Amount" shall mean U.S.$50,000.

"Minimum Transfer Amount" means with respect to Party B: U.S.$100,000.

(D) Rounding. The Delivery Amount will be rounded up to the nearest integral multiple of U.S.$10,000. The Return Amount will be rounded down to the nearest integral multiple of U.S.$10,000.

(c) Valuation and Timing.

(i) "Valuation Agent" means Party A in all circumstances.

(ii) "Valuation Date" means the first Local Business Day in each week.

(iii) "Valuation Time" means the close of business in the city of the Valuation Agent on the Local Business Day immediately preceding the Valuation Date or date of calculation, as applicable; provided

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ISDA® 1994

that the calculations of Value and Credit Support Amount will, as far as practicable, be made as of approximately the same time on the same date.

(iv) "Value" has the meaning specified in Paragraph 12, except that clause (i) thereof will be replaced in its entirety with the following:

"(i) Eligible Collateral or Posted Collateral that is:

(A)    Cash, the amount thereof multiplied by the applicable Valuation Percentage but if more than one Valuation Percentage is applicable, the Valuation Percentage with the lowest percentage; and

(B)    a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage but if more than one Valuation Percentage is applicable, the Valuation Percentage with the lowest percentage;"

(v) "Notification Time" means 11:00 a.m., New York time, on a Local Business Day.

(d)        Conditions Precedent and Secured Party's Rights and Remedies. The following Termination Event(s) will be a "Specified Condition" for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): None.

(e) Substitution.

(i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

(ii) Consent. Not applicable.

(f) Dispute Resolution.

(i) "Resolution Time" means 1:00 p.m., New York time, on the Local Business Day following the date on which the notice is given that gives rise to a dispute under Paragraph 5.

(ii) Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of the outstanding Posted Credit Support or of any transfer of Eligible Credit Support or Posted Credit Support, as the case may be, will be calculated as follows:

(A) with respect to any Eligible Credit Support or Posted Credit Support comprising securities ("Securities") the sum of (a)(x) the last bid price on such date for such Securities on the principal national securities exchange on which such Securities are listed, multiplied by the applicable Valuation Percentage; or (y) where any Securities are not listed on a national securities exchange, the bid price for such Securities quoted as at the close of business on such date by any principal market maker (which shall not be and shall be independent from the Valuation Agent) for such Securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage; or (z) if no such bid price is listed or quoted for such date, the last bid price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available, multiplied by the applicable Valuation Percentage; plus (b) the accrued interest where applicable on such Securities (except to the extent that such interest shall have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price referred to in subparagraph (a) above) as of such date; and

(B) with respect to any Cash, the amount thereof in U.S. dollars.

(iii) Alternative. The provisions of Paragraph 5 will apply.

(g) Holding and Using Posted Collateral.

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ISDA® 1994

(i) Eligibility to Hold Posted Collateral; Custodians.A Custodian of Party B will be entitled to hold Posted Collateral on behalf of Party B pursuant to Paragraph 6; provided that such Custodian has a short term rating of at least "A-1" by S&P. Party B's Custodian is the Indenture Trustee for Party B. Initially, the Custodian for Party B is the Bank of New York. If at any time the Custodian's short term rating by S&P falls below "A-1", Party B will within 60 days replace such Custodian with a new Custodian having a short term rating of "A-1" or better by S&P.

(ii) Swap Counterparty Collateral Account. The Posted Collateral will be held in the Swap Counterparty Collateral Account, which initially will be account number 879558, in the name "The Bank of New York as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C," at the corporate trust department of The Bank of New York. The security interest of the Indenture Trustee in such account or any other account in which Posted Collateral will be maintained will be perfected by the Indenture Trustee by control pursuant to §8-106 of the Uniform Commercial Code. Party A consents to The Bank of New York as securities intermediary entering into an agreement establishing such control under §8-106(d)(2) of the UCC.

(iii)     Use of Posted Collateral. Paragraph 6(c)(i) will not apply to Party B but Paragraph 6(c)(ii) will apply to Party B.

(h) Distributions and Interest Amount.

(i)  Interest Rate. The "Interest Rate" will be the weighted average rate of interest earned by the Secured Party in respect of the portion of the Posted Credit Support comprised of cash.

(ii)  Transfer of Interest Amount. The transfer of the Interest Amount will be made on the second Local Business Day following the end of each calendar month and on any other Local Business Day on which Posted Credit Support in the form of cash is transferred to the Secured Party pursuant to Paragraph3(b), in each case to the extent that a Delivery Amount would not be created or increased by that transfer; provided that Party B shall not be obliged to so transfer any Interest Amount unless and until it has earned and received such interest.

(iii) Alternative to Interest Amount. The provisions of Paragraph 6(d)(ii) will apply.

(iv) "Distributions" means, with respect to any Eligible Credit Support comprised in the Posted Credit Support consisting of securities, all principal, interest and other payments and distributions of cash or other property to which a holder of securities of the same type, nominal value, description and amount as such Eligible Credit Support would have received from time to time.

(v)  "Distribution Date" means, with respect to any Eligible Credit Support comprised in the Posted Credit Support other than cash, each date on which a holder of such Eligible Credit Support would have received Distributions or, if that date is not a Local Business Day, the next following Local Business Day.

(i) Additional Representation(s).

There are no additional representations by either party.

(j) Other Eligible Support and Other Posted Support.

(i)  "Value" with respect to Other Eligible Support and Other Posted Support shall have such meaning as the parties shall agree in writing from time to time.

(ii)  "Transfer" with respect to Other Eligible Support and Other Posted Support shall have such meaning as the parties shall agree in writing from time to time.

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ISDA® 1994

(k)        Demands and Notices. All demands, specifications and notices under this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:

(A) shall be given to or made at the following addresses:

If to Party A:

BNP Paribas

787 Seventh Avenue

New York, New York 10019

Attention: Legal and Transaction Management Group - ISDA

Telephone No.: (212) 841-3000

Facsimile No.: (212) 841-3561

With a copy to:

BNP Paribas

1 Rue Taitbout

75009 Paris

Attn: Legal and Transaction Management Group - ISDA

Telephone No: (33) (0) 1 4014 0199

Facsimile No: (33) (0) 1 4014 5577 / 7511

If to Party B: The addresses set forth in the Schedule.

or at such other address as the relevant party may from time to time designate by giving notice (in accordance with the terms of this subparagraph) to the other party; and

(B) shall be deemed to be effective at the time such notice is actually received unless such notice is received on a day which is not a Local Business Day or after the Notification Time on any Local Business Day in which event such notice shall be deemed to be effective on the next succeeding Local Business Day.

(l) Addresses for Transfers.

Party A: To be notified to Party B by Party A at the time of the request for the transfer.

Party B: To be notified to Party A by Party B upon request by Party A.

(m) Other Provisions.

(i) Early Termination

The heading for Paragraph 7 shall be deleted and replaced with "Early Termination" and the following shall be added after the word "Default" in the first line of Paragraph 7, "in relation to all Transactions or a Termination Event in relation to all Transactions". Paragraph 7(iii) is hereby deleted.

(ii) Costs of Transfer on Exchange

Notwithstanding Paragraph 10, the Pledgor will be responsible for, and will reimburse the Secured Party for, all transfer and other taxes and other costs involved in the transfer of Eligible Credit Support either from the Pledgor to the Secured Party or from the Secured Party to the Pledgor.

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ISDA® 1994

(iii) Cumulative Rights

The rights, powers and remedies of the Secured Party under this Annex shall be in addition to all rights, powers and remedies given to the Secured Party by the Agreement or by virtue of any statute or rule of law, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the rights of the Secured Party in the Posted Credit Support created pursuant to this Annex.

(iv) Single Pledgor and Single Secured Party

For the avoidance of doubt Party A shall always be the Pledgor and Party B shall always be the Secured Party.

(v) "Exposure" has the meaning specified in Paragraph 12, except that after the word "Agreement" the words "(assuming, for this purpose only, that Part 1(k) of the Schedule is deleted)" shall be inserted.

(vi) Additional Defined Terms. Capitalized terms used but not defined in this Annex have the meanings assigned to them in the Agreement and the Schedule thereto. In the event of any inconsistency between the provisions of this Annex and the provisions in the Agreement or the Schedule thereto, this Annex will prevail.

(vii) Transfer Timing. Paragraph 4(b) is amended by inserting at the end of Paragraph 4(b): "; provided that any transfer of Eligible Credit Support by the Pledgor pursuant to paragraph 3(a) shall be made not later than the close of business on the relevant Valuation Date, regardless of whether any demand for transfer is received."

[SIGNATURE PAGE FOLLOWS]

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ISDA® 1994

Execution Version

IN WITNESS WHEREOF, the parties have executed this Annex by their duly authorized representatives as of the date of the Agreement.

BNP PARIBAS     By: /s/ Jane Shahmanesh Name:  Jane Shahmanesh Title:   Authorized Signatory
By: /s/ Mindy Sperling Name:  Mindy Sperling Title:    Authorized Signatory     FORD CREDIT AUTO OWNER TRUST 2008-C
  By:     U.S. Bank Trust NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee     By: /s/ Mildred F. Smith Name:  Mildred F. Smith Title:    Vice President  

[Signature Page to Credit Support Annex]

Copyright ©1994 by International Swaps and Derivatives Association, Inc.

EX-10

EXHIBIT 10.3

Execution Version

May 16, 2008

To:                        BMP PARIBAS
                              787 Seventh Avenue
                              New York, New York 10019
                              Attention: Legal and Transaction Management Group - ISDA
                              Telephone No.: (212) 841-3000
                              Facsimile No.: (212) 841-3561

From:                     FORD CREDIT AUTO OWNER TRUST 2008-C

c/o U.S. Bank Trust National Association,

as Owner Trustee

300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attention: Corporate Trust Department

Telephone: (302) 552-3200

Facsimile: (302) 552-3129

Re: Interest Rate Swap Reference No. MAD#72092

Ladies and Gentlemen:

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between BNP Paribas ("Party A") and Ford Credit Auto Owner Trust 2008-C ("Party B") on the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Agreement specified below.

The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation. For these purposes, all references in those Definitions to a "Swap Transaction" will be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern. Other capitalized terms used herein and not otherwise defined will have the meanings given them in the Indenture referred to in the Agreement (as defined below). In the event of any inconsistency between those terms and this Confirmation, this Confirmation will govern.

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement and the Schedule thereto, both dated as of May 16, 2008, between you and us (as amended, supplemented or otherwise modified from time to time, the "Agreement"). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Party A:	BNP Paribas
Party B:	Ford Credit Auto Owner Trust 2008-C
Trade Date:	May 16, 2008
Effective Date:	May 22, 2008
Notional Amount:	For the first Calculation Period (from and including, May 22, 2008, to but excluding June 16, 2008), the Notional Amount of this Transaction for purposes of calculating payments due by either party on the first Payment Date will be $1,320,000,000. With respect to any subsequent Calculation Period up through and including the Calculation Period ending on but excluding January 15, 2011, the Notional Amount will be the Note Balance of the Class A-2b Notes (after giving effect to all amounts paid on the Payment Date that is the first day of such Calculation Period) as stated on the Servicer's monthly investor report relating to such Payment Date (the "Actual Balance"). Party B will determine the Notional Amount and will inform Party A of such determination by the twelfth day of each calendar month using the Note Balance of the Class A-2b Notes prior to giving effect to any payments of principal on the Class A-2b Notes on the following Payment Date, as shown in the Servicer's monthly investor report relating to such Payment Date.
Termination Date:	The earlier of January 15, 2011 and the date the Note Balance of the Class A-2b Notes has been reduced to zero.
Fixed Amounts
Fixed Rate Payer:	Party B
Fixed Rate Payer
Payment Date:	The 15th day of each calendar month, subject to adjustment in accordance with the Following Business Day Convention.

2

Period End Date:	The 15th day of each calendar month, with No Adjustment. (This means that each Calculation Period for the Fixed Amount will have 30 days, except for the Initial Calculation Period, which will commence on May 22, 2008, and end on and excluding June 16, 2008.)
Fixed Rate:	3.7000%
Fixed Rate Day
Count Fraction:	30/360
Floating Amounts
Floating Rate Payer:	Party A.
Floating Rate Payer
Payment Dates:	The 15th day of each calendar month, subject to adjustment in accordance with the Following Business Day Convention.
Floating Rate for
Initial Calculation
Period:	To be determined on May 20, 2008 (excluding spread)
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:	One month
Spread:	Plus 0.90%
Floating Rate Day
Count Fraction:	Actual/360
Reset Dates:	The first day of each Floating Rate Payer Calculation Period.
Business Days:	New York and Delaware
3. Account Details
Payments to Party A:	BNP PARIBAS NEW YORK, NY
Swift Code: BNPAUS3NXXX
A/C 19409300136
Favor: BNP PARIBAS
Swift Code: BNPAFRPP
Attn: Swaps & Derivatives Back Office
Payments to Party B:	The Bank of New York
ABA # 021-000-018

3

Acct # 111-565
Attn: John Rooney
For further credit to: Ford Credit Auto Owner Trust 2008-C Collection Acct TAS #879555
Party A Operations
Contact:	BNP PARIBAS PARIS
BFI – LSI – CMO – Back Office Swaps
75450 Paris Cedex 09
France
Fax: +33 1 42 98 67 04
Party B Operations Contact:	Ford Credit Auto Owner Trust 2008-C c/o U.S. Bank Trust National Association, as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 Attn: Corporate Trust Administration Telephone: (302) 552-3102 Fax: (302) 552-3129
with copies to:
	The Bank of New York, as Indenture Trustee for Ford Credit Auto Owner Trust 2008-C 101 Barclay Street Floor 4 West New York, New York 10286 Attn: Structured Finance Services - Asset Backed Securities, Ford 2008-C Telephone: (212) 815-4389 Fax: (212) 815-2493 and 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) 206-5899 Fax: (313) 390-4133

[SIGNATURE PAGE FOLLOWS]

4

                        Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us.

Best Regards,

FORD CREDIT AUTO OWNER TRUST 2008-C

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

By: /s/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President

Confirmed as of the date first written above:

BNP PARIBAS

By: /s/ Jane Shahmanesh

Name:  Jane Shahmanesh

Title:    Authorized Signatory

By: /s/ Mindy Sperling

Name:  Mindy Sperling

Title:    Authorized Signatory

[Signature Page for Class A-2b Confirmation]

EX-10

Exhibit 10.4

Execution Version

May 16, 2008

To:                        BMP PARIBAS

787 Seventh Avenue

New York, New York 10019

Attention: Legal and Transaction Management Group - ISDA

Telephone No.: (212) 841-3000

Facsimile No.: (212) 841-3561

From:                     FORD CREDIT AUTO OWNER TRUST 2008-C

c/o U.S. Bank Trust National Association,

as Owner Trustee

300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attention: Corporate Trust Department

Telephone: (302) 552-3200

Facsimile: (302) 552-3129

Re: Interest Rate Swap Reference No. MAD#72094

Ladies and Gentlemen:

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between BNP Paribas ("Party A") and Ford Credit Auto Owner Trust 2008-C ("Party B") on the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Agreement specified below.

The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation. For these purposes, all references in those Definitions to a "Swap Transaction" will be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern. Other capitalized terms used herein and not otherwise defined will have the meanings given them in the Indenture referred to in the Agreement (as defined below). In the event of any inconsistency between those terms and this Confirmation, this Confirmation will govern.

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement and the Schedule thereto, both dated as of May 16, 2008, between you and us (as amended, supplemented or otherwise modified from time to time, the "Agreement"). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Party A:	BNP Paribas
Party B:	Ford Credit Auto Owner Trust 2008-C
Trade Date:	May 16, 2008
Effective Date:	May 22, 2008
Notional Amount:	For the first Calculation Period (from and including, May 22, 2008, to but excluding June 16, 2008), the Notional Amount of this Transaction for purposes of calculating payments due by either party on the first Payment Date will be $1,582,000,000. With respect to any subsequent Calculation Period up through and including the Calculation Period ending on but excluding June 15, 2012, the Notional Amount will be the Note Balance of the Class A-3 Notes (after giving effect to all amounts paid on the Payment Date that is the first day of such Calculation Period) as stated on the Servicer's monthly investor report relating to such Payment Date (the "Actual Balance"). Party B will determine the Notional Amount and will inform Party A of such determination by the twelfth day of each calendar month using the Note Balance of the Class A-3 Notes prior to giving effect to any payments of principal on the Class A-3 Notes on the following Payment Date, as shown in the Servicer's monthly investor report relating to such Payment Date.
Termination Date:	The earlier of June 15, 2012 and the date the Note Balance of the Class A-3 Notes has been reduced to zero.
Fixed Amounts
Fixed Rate Payer:	Party B
Fixed Rate Payer
Payment Date:	The 15th day of each calendar month, subject to adjust­ment in accordance with the Following Business Day Convention.
Period End Date:	The 15th day of each calendar month, with No Adjust­ment. (This means that each Calculation Period for the Fixed Amount will have 30 days, except for the Initial Calculation Period, which will commence on May 22, 2008, and end on and excluding June 16, 2008.)
Fixed Rate:	4.5775%
Fixed Rate Day
Count Fraction:	30/360

2

Floating Amounts
Floating Rate Payer:	Party A.
Floating Rate Payer
Payment Dates:	The 15th day of each calendar month, subject to adjust­ment in accordance with the Following Business Day Convention.
Floating Rate for
Initial Calculation
Period:	To be determined on May 20, 2008 (excluding spread)
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:	One month
Spread:	Plus 1.42%
Floating Rate Day
Count Fraction:	Actual/360
Reset Dates:	The first day of each Floating Rate Payer Calculation Period.
Business Days:	New York and Delaware
3. Account Details
Payments to Party A:	BNP PARIBAS NEW YORK, NY
	Swift Code: BNPAUS3NXXX A/C 19409300136 Favor: BNP PARIBAS Swift Code: BNPAFRPP Attn: Swaps & Derivatives Back Office
Payments to Party B:	The Bank of New York
	ABA # 021-000-018 Acct # 111-565 Attn: John Rooney For further credit to: Ford Credit Auto Owner Trust 2008-C Collection Acct TAS #879555
Party A Operations
Contact:	BNP PARIBAS PARIS
	BFI – LSI – CMO – Back Office Swaps 75450 Paris Cedex 09 France Fax: +33 1 42 98 67 04

3

Party B Operations Contact	Ford Credit Auto Owner Trust 2008-C c/o U.S. Bank Trust National Association, as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 Attn: Corporate Trust Administration Telephone: (302) 552-3102 Fax: (302) 552-3129
	with copies to:
	The Bank of New York, as Indenture Trustee for Ford Credit Auto Owner Trust 2008-C 101 Barclay Street Floor 4 West New York, New York 10286 Attn: Structured Finance Services - Asset Backed Securities, Ford 2008-C Telephone: (212) 815-4389 Fax: (212) 815-2493
	and 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) 206-5899 Fax: (313) 390-4133

[SIGNATURE PAGE FOLLOWS]

4

                        Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us.

Best Regards,

FORD CREDIT AUTO OWNER TRUST 2008-C

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

By: /s/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President

Confirmed as of the date first written above:

BNP PARIBAS

By: /s/ Jane Shahmanesh

Name:  Jane Shahmanesh

Title:    Authorized Signatory

By: /s/ Mindy Sperling

Name:  Mindy Sperling

Title:    Authorized Signatory

[Signature Page to Class A-3 Confirmation]

EX-10

Exhibit 10.5

Execution Version

May 16, 2008

To:                         BMP PARIBAS

787 Seventh Avenue

New York, New York 10019

Attention: Legal and Transaction Management Group - ISDA

Telephone No.: (212) 841-3000

Facsimile No.: (212) 841-3561

From:                    FORD CREDIT AUTO OWNER TRUST 2008-C 

c/o U.S. Bank Trust National Association,

as Owner Trustee

300 Delaware Avenue, Ninth Floor

Wilmington, Delaware 19801

Attention: Corporate Trust Department

Telephone: (302) 552-3200

Facsimile: (302) 552-3129

Re: Interest Rate Swap Reference No. MAD#72096

Ladies and Gentlemen:

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between BNP Paribas ("Party A") and Ford Credit Auto Owner Trust 2008-C ("Party B") on the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Agreement specified below.

The definitions and provisions contained in the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the "Definitions") are incorporated into this Confirmation. For these purposes, all references in those Definitions to a "Swap Transaction" will be deemed to apply to the Transaction referred to herein. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern. Other capitalized terms used herein and not otherwise defined will have the meanings given them in the Indenture referred to in the Agreement (as defined below). In the event of any inconsistency between those terms and this Confirmation, this Confirmation will govern.

1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement and the Schedule thereto, both dated as of May 16, 2008, between you and us (as amended, supplemented or otherwise modified from time to time, the "Agreement"). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

2. The terms of the particular Transaction to which this Confirmation relates are as follows:

Party A:	BNP Paribas
Party B:	Ford Credit Auto Owner Trust 2008-C
Trade Date:	May 16, 2008
Effective Date:	May 22, 2008
Notional Amount:	For the first Calculation Period (from and including, May 22, 2008, to but excluding June 16, 2008), the Notional Amount of this Transaction for purposes of calculating payments due by either party on the first Payment Date will be $300,000,000. With respect to any subsequent Calculation Period up through and including the Calculation Period ending on but excluding April 15, 2013, the Notional Amount will be the Note Balance of the Class A-4b Notes (after giving effect to all amounts paid on the Payment Date that is the first day of such Calculation Period) as stated on the Servicer's monthly investor report relating to such Payment Date (the "Actual Balance"). Party B will determine the Notional Amount and will inform Party A of such determination by the twelfth day of each calendar month using the Note Balance of the Class A-4b Notes prior to giving effect to any payments of principal on the Class A-4b Notes on the following Payment Date, as shown in the Servicer's monthly investor report relating to such Payment Date.
Termination Date:	The earlier of April 15, 2013 and the date the Note Balance of the Class A-4b Notes has been reduced to zero.
Fixed Amounts
Fixed Rate Payer:
Party B
Fixed Rate Payer
Payment Date:	The 15th day of each calendar month, subject to adjustment in accordance with the Following Business Day Convention.
Period End Date:	The 15th day of each calendar month, with No Adjustment. (This means that each Calculation Period for the Fixed Amount will have 30 days, except for the Initial Calculation Period, which will commence on May 22, 2008, and end on and excluding June 16, 2008.)

2

Fixed Rate:	5.1775%
Fixed Rate Day
Count Fraction:	30/360
Floating Amounts
Floating Rate Payer:
Party A.
Floating Rate Payer
Payment Dates:	The 15th day of each calendar month, subject to adjustment in accordance with the Following Business Day Convention.
Floating Rate for Initial Calculation Period:	To be determined on May 20, 2008 (excluding spread)
Floating Rate Option:	USD-LIBOR-BBA
Designated Maturity:
One month
Spread:	Plus 1.75%
Floating Rate Day
Count Fraction:	Actual/360
Reset Dates:	The first day of each Floating Rate Payer Calculation Period.
Business Days:	New York and Delaware
3. Account Details
Payments to Party A:	BNP PARIBAS NEW YORK, NY
Swift Code: BNPAUS3NXXX A/C 19409300136 Favor: BNP PARIBAS Swift Code: BNPAFRPP Attn: Swaps & Derivatives Back Office

3

Payments to Party B:	The Bank of New York
ABA # 021-000-018 Acct # 111-565 Attn: John Rooney For further credit to: Ford Credit Auto Owner Trust 2008-C Collection Acct TAS #879555
Party A Operations
Contact:	BNP PARIBAS PARIS
BFI – LSI – CMO – Back Office Swaps 75450 Paris Cedex 09 France Fax: +33 1 42 98 67 04
Party B Operations
Contact:	Ford Credit Auto Owner Trust 2008-C
c/o U.S. Bank Trust National Association, as Owner Trustee 300 Delaware Avenue, Ninth Floor Wilmington, Delaware 19801 Attn: Corporate Trust Administration Telephone: (302) 552-3102 Fax: (302) 552-3129

4

with copies to:

The Bank of New York,

as Indenture Trustee for

Ford Credit Auto Owner Trust 2008-C

101 Barclay Street

Floor 4 West

New York, New York 10286

Attn: Structured Finance Services -

Asset Backed Securities, Ford 2008-C

Telephone: (212) 815-4389

Fax: (212) 815-2493

and

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) 206-5899

Fax: (313) 390-4133

[SIGNATURE PAGE FOLLOWS]

5

                        Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us.

Best Regards,

FORD CREDIT AUTO OWNER TRUST 2008-C

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

By: /s/ Mildred F. Smith
Name:  Mildred F. Smith

Title:    Vice President

Confirmed as of the date first written above:

BNP PARIBAS

By: /s/ Jane Shahmanesh

Name:  Jane Shahmanesh

Title:    Authorized Signatory

By: /s/ Mindy Sperling

Name: Mindy Sperling

Title:   Authorized Signatory

[Signature Page to Class A-4b Confirmation]

EX-99

EXHIBIT 99.1

Execution Version

SALE AND SERVICING AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2008-C,

as Issuer,

FORD CREDIT AUTO RECEIVABLES TWO LLC,

as Depositor

and

FORD MOTOR CREDIT COMPANY LLC,

as Servicer

Dated as of May 1, 2008

TABLE OF CONTENTS

Page

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.	2
Section 2.5.	Custodian.	3
ARTICLE III	ADMINISTRATION AND SERVICING OF RECEIVABLES AND OTHER TRUST PROPERTY	5
Section 3.1.	Appointment; Duties of the Servicer with Respect to the Servicing of the Receivables.	5
Section 3.2.	Purchase of Receivables Upon Breach by the Servicer.	7
Section 3.3.	Sales of Charged off Receivables	8
Section 3.4.	Duties of the Servicer with Respect to the Servicing of the Transaction; Annual Reports and Notices.	8
Section 3.5.	Servicer's Fees	10
Section 3.6.	Servicer's Expenses	10
ARTICLE IV	TRUST ACCOUNTS; DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS AND THE DEPOSITOR	10
Section 4.1.	Accounts.	10
Section 4.2.	Investment of Funds on Deposit in the Bank Accounts.	12
Section 4.3.	Remittances.	13
Section 4.4.	Calculations and Distributions; Withdrawals from the Reserve Account.	15
ARTICLE V	THE DEPOSITOR	15
Section 5.1.	Representations and Warranties of the Depositor	15
Section 5.2.	Liability of the Depositor	16

TABLE OF CONTENTS

(continued)

Page

Section 5.3.	Merger or Consolidation of, or Assumption of the Obligations of, the Depositor	17
Section 5.4.	Depositor May Own Notes	17
Section 5.5.	Depositor's Designation of the Rating Agencies	17
ARTICLE VI	THE SERVICER	18
Section 6.1.	Representations and Warranties of the Servicer	18
Section 6.2.	Liability of the Servicer.	19
Section 6.3.	Indemnities of the Servicer.	20
Section 6.4.	Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate	20
Section 6.5.	Delegation of Duties	21
Section 6.6.	Ford Credit Not to Resign as Servicer	21
Section 6.7.	Servicer May Own Notes	21
ARTICLE VII	SERVICING TERMINATION	22
Section 7.1.	Events of Servicing Termination.	22
Section 7.2.	Appointment of Successor Servicer.	23
Section 7.3.	Notification to Secured Parties and the Holder of the Residual Interest	25
Section 7.4.	Waiver of Events of Servicing Termination	25
ARTICLE VIII	TERMINATION	25
Section 8.1.	Clean-Up Call.	25
ARTICLE IX	MISCELLANEOUS PROVISIONS	26
Section 9.1.	Amendment.	26
Section 9.2.	Protection of Right, Title and Interest to the Trust Property.	27
Section 9.3.	Notices.	28
Section 9.4.	Assignment by the Depositor or the Servicer	29
Section 9.5.	Third-Party Beneficiaries	29
Section 9.6.	GOVERNING LAW	29
Section 9.7.	Submission to Jurisdiction	29
Section 9.8.	WAIVER OF JURY TRIAL	29
Section 9.9.	Severability	29

ii

TABLE OF CONTENTS

(continued)

Page

Section 9.10.	Counterparts	29
Section 9.11.	Headings	30
Section 9.12.	No Waiver; Cumulative Remedies	30
Section 9.13.	Agent for Service.	30
Section 9.14.	No Petition	30
Section 9.15.	Limitation of Liability of Owner Trustee and Indenture Trustee.	31
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

iii

SALE AND SERVICING AGREEMENT, dated as of May 1, 2008 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2008-C, 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 and light trucks 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 $5,757,700,000 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 and all amounts payable as servicing fees under this Agreement and all fees and expenses of the Indenture Trustee or the Owner Trustee, and in such event, this Agreement will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Section 2.3.     Representations and Warranties of the Depositor About the Receivables.

(a)       Representations and Warranties from the Purchase Agreement. Ford Credit made the representations and warranties set forth in Section 3.2 of the Purchase Agreement to the Depositor, and has consented to the transfer by the Depositor to the Issuer of the Depositor's rights with respect to such representations and warranties on which the Issuer is relying in acquiring the Receivables. Pursuant to Section 2.1, the Depositor has transferred to the Issuer all of the Depositor's rights under the Purchase Agreement, including the right to require Ford Credit to repurchase Receivables in accordance with the Purchase Agreement if there is a breach of Ford Credit's representations and warranties. In addition, the Depositor represents and warrants as of the Closing Date, which representations and warranties the Issuer has relied on in purchasing the Receivables and will survive the sale of the Receivables to the Issuer and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, that the representations and warranties set forth in Section 3.2 of the Purchase Agreement are true and correct in all material respects.

(b)       Representations and Warranties of the Depositor. The Depositor represents and warrants as of the Closing Date, which representations and warranties the Issuer has relied on in purchasing the Receivables and will survive the sale of the Receivables to the Issuer and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture, that:

(i)        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.

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 remitting (or causing to be remitted) the Purchase Amount for such Receivable to the Collection Account on the Business Day

2

preceding the Payment Date after such Collection Period (or, with Rating Agency Confirmation, on such Payment Date). If Ford Credit is the Servicer, the Depositor may cause any Purchase Amount to be remitted any in accordance with Section 4.3(c).

(b)       The sole remedy for a breach of the representations and warranties of the Depositor contained in Section 2.3 and Section 5.1 is (i) to require the Depositor to repurchase such materially and adversely affected Receivable, or (ii) to require the Depositor or the Indenture Trustee to enforce the obligation of Ford Credit to repurchase such materially and adversely affected Receivable pursuant to Section 3.3(a) of the Purchase Agreement. None of the Servicer, the Owner Trustee, the Indenture Trustee, the Depositor or the Administrator will have any duty to conduct an investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.4(a).

(c)       When the Purchase Amount is included in Available Funds for a Payment Date or Final Scheduled Payment Date, as applicable, 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 Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will mark its computer records 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; 

(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.

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Unless otherwise indicated above, any document or instrument in the Receivables Files may be a photocopy or in electronic format. The Receivables Files are constructively delivered to the Indenture Trustee, as pledgee of the Issuer pursuant to the Indenture, and the Custodian confirms to the Issuer and the Indenture Trustee that it has received the Receivables Files. No initial review or any periodic review of the Receivables Files by the Issuer, the Owner Trustee or the Indenture Trustee is required.

(c)       Maintenance and Safekeeping of the Receivables Files. The Custodian will accurately maintain and keep current the Receivables Files, including any computer systems on which the Receivables Files are electronically stored, all in a manner that will permit the Servicer and the Issuer to comply with this Agreement and the Indenture Trustee to comply with the Indenture. The Custodian will act with reasonable care and in accordance with the Credit and Collection Policy in performing its duties as custodian. The Custodian will promptly take appropriate action to remedy any material failure on its part to hold the Receivables Files and maintain its computer systems as provided in this Agreement and will report to the Issuer and the Indenture Trustee any such material failure that it is unable to remedy within a reasonable time. The Custodian may destroy any document (other than the original Receivable or certificate of title) in any Receivable File and store such document in an electronic format in accordance with the Credit and Collection Policy.

(d)       Location of Receivables Files. The Custodian will maintain the Receivables Files (or access to any Receivables Files stored in an electronic format) at one of its offices or the offices of one of its custodians in the United States. Upon request, the Custodian will provide a list of locations of the Receivables Files to the Depositor, the Issuer and the Indenture Trustee, or their representatives, attorneys or auditors.

(e)       Access to Receivables Files. The Custodian will provide the Depositor, the Issuer and the Indenture Trustee with access to the Receivables Files and the related computer systems at offices designated by the Custodian without charge, but only upon reasonable request, during normal business hours. Such access will be subject to the Custodian's security and confidentiality procedures and the terms and conditions of a confidentiality agreement satisfactory to the Custodian. Nothing in this Section 2.5(e) will affect the obligation of the Indenture Trustee or the Custodian to observe any applicable privacy and confidentiality law prohibiting disclosures of information regarding the Obligors and the failure of the Custodian to provide access as a result of such obligations will not constitute a breach of this Section 2.5(e).

(f)        Effective Period and Termination of Custodian. Ford Credit's appointment as custodian is effective as of the Cutoff Date and will continue until terminated pursuant to this Section 2.5(f). If Ford Credit resigns as Servicer in accordance with Section 6.6 or the Servicer is terminated pursuant to Section 7.1, the appointment of Ford Credit as custodian under this Agreement may be terminated in the same manner as the Servicer may be terminated under Section 7.1. As soon as practicable after any termination of its appointment as custodian, the Custodian will deliver to the Indenture Trustee or its agent or designee the Receivables Files maintained by the Custodian at such place as the Indenture Trustee may reasonably designate. All reasonable costs and expenses incurred in connection with transferring the Receivables Files to the successor custodian and amending this Agreement to reflect such successor as custodian

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will be paid by the predecessor custodian upon presentation of documentation of such costs and expenses.

(g)       Servicer's Access to Receivables Files; Indemnity. Notwithstanding any termination of the Custodian pursuant to Section 2.5(f), the Servicer will be entitled to access the Receivables Files and, upon request from the Servicer, the successor custodian will promptly release any document in the Receivables Files to the Servicer. The Issuer will indemnify, defend and hold harmless the Servicer against any and all costs, expenses, losses, claims and liabilities resulting from the failure by a successor custodian to release Receivables Files to the Servicer in a timely manner.

ARTICLE III

ADMINISTRATION AND SERVICING OF RECEIVABLES

AND OTHER TRUST PROPERTY

Section 3.1.     Appointment; Duties of the Servicer with Respect to the Servicing of the Receivables.

(a)       Appointment and General Duties. The Issuer appoints Ford Credit to act as the Servicer of the Receivables for the Issuer and the Indenture Trustee. The Servicer will manage, service, administer and collect on the Receivables with reasonable care using that degree of skill and attention that the Servicer exercises with respect to all comparable automotive receivables that it services for itself or others and in accordance with the Credit and Collection Policy. The Servicer's duties will include:

(i) collecting and applying all payments made on the Receivables,

(ii) investigating delinquencies,

(iii) sending invoices and responding to inquiries of Obligors,

(iv) processing requests for extensions and modifications,

(v) administering payoffs, defaults and delinquencies,

(vi)      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 computer 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.

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In performing its duties as servicer of the Receivables, the Servicer will comply with all material requirements of federal and State laws and regulations.

(b)       Collection of Receivable Payments; Extensions, Rebates and Adjustments on Receivables. The Servicer will make reasonable efforts to collect all payments due under the terms of the Receivables. The Servicer may waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable and may grant extensions, refunds, rebates or adjustments with respect to any Receivable or amend any Receivable, in each case in accordance with the Credit and Collection Policy, except that if the Servicer (i) grants payment extensions on a Receivable that extend the final payment date of the Receivable more than six months past the last original scheduled payment date of any Receivable in the securitized pool, (ii) modifies the Amount Financed under a Receivable, (iii) modifies the APR of a Receivable, or (iv) increases the number of originally scheduled due dates of the Receivable, it will purchase the Receivable in the manner provided in Section 3.2, unless it is required to take such action under law or pursuant to a court order.

(c)       Maintenance of Security Interests in Financed Vehicles. The Servicer will take all necessary steps to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Issuer authorizes the Servicer to take all actions necessary to continue perfection of such security interest on behalf of the Issuer and the Indenture Trustee if a Financed Vehicle is relocated to another State or for any other reason. Unless required by law or court order, the Servicer will not release any Financed Vehicle from the security interest granted by the related Receivable, except (i) upon payment in full of the Receivable, (ii) in order to receive proceeds from insurance covering such Financed Vehicle, (iii) upon repossession, (iv) upon discounted settlement of the Receivable, or (v) upon abandonment, in each case in accordance with the Credit and Collection Policy.

(d)       No Impairment. The Servicer will not impair in any material respect the rights of the Issuer or the Indenture Trustee in the Receivables except in accordance with the Credit and Collection Policy 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.

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(ii)       The Servicer is authorized to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, or any of them, any instruments of satisfaction, cancellation, partial or full release or discharge, and any other comparable instruments, with respect to the Receivables and the Financed Vehicles.

Section 3.2. Purchase of Receivables Upon Breach by the Servicer.

(a)       (i)        If a Responsible Person of the Servicer has actual knowledge, or receives notice from the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee, of a breach of the covenants set forth in Sections 3.1(c) or (d) and such breach is not cured in all material respects by the end of the second full Collection Period (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 remitting the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection Period (or, with Rating Agency Confirmation, 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 remitting the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after the Collection Period (or, with Rating Agency Confirmation, on such Payment Date) in which such modification is made.

(iii)      If the Servicer, in its sole discretion, determines that as a result of a computer systems error or computer 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 remitting the Purchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after the Collection Period (or, with Rating Agency Confirmation, on such Payment Date) in which such determination is made.

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

(b)       The sole remedy (except as provided in Section 6.3) of the Issuer, the Indenture Trustee, the Owner Trustee and the Secured Parties with respect to a breach of the covenants made by the Servicer in Section 3.1(c) or (d) or the occurrence of a condition specified in Section 3.1(b) is to require the Servicer to purchase the Receivable as set forth in 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)       When the Purchase Amount is included in Available Funds for a Payment Date or Final Scheduled Payment Date, as applicable, 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

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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 Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will mark its computer records 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 Trust 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 computer records 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.

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

(a)       Monthly Investor Report. On or about the 10th day of each calendar month, the Servicer will deliver to the Owner Trustee, the Note Paying Agent, the Indenture Trustee, the Swap Counterparties, the Depositor and the Rating Agencies, a servicing report substantially in the form of Exhibit A (the "Monthly Investor Report") with respect to the preceding Collection Period and the related Payment Date. A Responsible Person of the Servicer will certify the accuracy of the information in each Monthly Investor Report.

(b)       Annual Statement as to Compliance. To the extent required by Regulation AB, the Servicer will deliver to the Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency within 90 days after the end of each calendar year beginning with the year after the Closing Date, an Officer's Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Servicer to the effect that (i) a review of the Servicer's activities during the preceding calendar year (or, in the case of the first certificate, the portion of the preceding calendar year since the Closing Date) and of its performance under this Agreement has been made under such Responsible Person's supervision and (ii) tosuch Responsible Person's knowledge, based on such review, the Servicer has fulfilled in all material respects all of its obligations under this Agreement throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure. If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer's Certificate of the Servicer as to compliance, the Servicer may deliver such Officer's Certificate on or before April 30 of each calendar year. A copy of the Officer's Certificate referred to in this Section 3.4(b)

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may be obtained by any Noteholder or Person certifying it is a Note Owner by a request in writing to the Indenture Trustee at its Corporate Trust Office.

(c)       Notice of Event of Servicing Termination. The Servicer will notify the Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency of any event that with the giving of notice or lapse of time, or both, would become an Event of Servicing Termination under Section 7.1, no later than 5 Business Days after a Responsible Person of the Servicer obtains actual knowledge of such event.

(d)       Compliance with Obligations under Sarbanes-Oxley Act. If directed by the Administrator, the Servicer will prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Sarbanes-Oxley Act of 2002.

(e)       Report on Assessment of Compliance with Servicing Criteria and Attestation. The Servicer will:

(i)        deliver to the Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency, a report, dated as of December 31 of the preceding calendar year, on its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any 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 assessment of compliance with servicing criteria with respect to the prior calendar year. Such attestation report will be addressed to the board of directors of the Servicer and the Servicer will deliver copies to the Issuer, the Owner Trustee, the Depositor and the Indenture Trustee. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. The firm may render other services to the Servicer, the Depositor or Ford Credit, but the firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

The reports referred to in this Section 3.4(e) will be delivered within 90 days after the end of each calendar year unless the Issuer is not required to file periodic reports under the Exchange Act or any other law, in which case the reports may be delivered on or before April 30 of each calendar year, beginning 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 the holder of the Residual Interest's federal and State income tax returns.

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(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.

Section 3.5.     Servicer's Fees. On each Payment Date, the Issuer will pay the Servicing Fee to the Servicer in accordance with Section 8.2 of the Indenture. In addition, the Servicer will be entitled to retain all Supplemental Servicing Fees and receive investment earnings (net of investment losses and expenses) on funds deposited into the Bank Accounts during each Collection Period.

Section 3.6.     Servicer's Expenses. Except as otherwise set forth in this Agreement, the Servicer will pay all expenses incurred by it in connection with its activities under this Agreement, including fees and disbursements of independent accountants, taxes imposed on the Servicer and expenses incurred in connection with distributions and reports. The Servicer may charge Obligors, and be reimbursed, for collection, repossession, transportation and remarketing expenses in accordance with the Credit and Collection Policy.

ARTICLE IV

TRUST ACCOUNTS; DISTRIBUTIONS;

STATEMENTS TO NOTEHOLDERS AND THE DEPOSITOR

Section 4.1. Accounts.

(a)       Collection Account. 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 as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C" at a Qualified Institution (initially the corporate trust department of The Bank of New York), that is designated as the "Collection Account". The Collection Account will initially be account number 879555. The Collection Account will be under the sole dominion and control of the Indenture Trustee, except that the Servicer may make deposits to and direct the Indenture Trustee to make withdrawals from the Collection Account in accordance with this Agreement. The Servicer may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Indenture Trustee or the Servicer, as applicable, amounts that do not constitute Available Funds for any Collection Period or that were deposited into the Collection Account in error.

(b)       Principal Payment Account. 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 879557. 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 as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C" at a Qualified Institution (initially the corporate trust department of The Bank of New York),

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that is designated as the "Reserve Account". The Reserve Account will initially be account number 879556. On the Closing Date, the Depositor will deposit or cause to be deposited the Specified Reserve Balance into the Reserve Account from the net proceeds of the sale of the Notes. The Reserve Account will be under the sole dominion and control of the Indenture Trustee, except that the Servicer may make deposits to and direct the Indenture Trustee to make withdrawals from the Reserve Account in accordance with this Agreement.

(ii)       The Indenture Trustee will transfer all funds on deposit in the Reserve Account to the Depositor, or if the Depositor has notified the Indenture Trustee of the establishment of the Trust Distribution Account, to the Trust Distribution Account, on the earlier of: (i) the first Payment Date on or after which the Servicer has deposited into the Collection Account the amount specified in Section 8.1(a) in connection with its exercising its option to acquire the Trust Property pursuant to Section 8.1 and (ii) the date on which the Note Balance of the Notes and of all other amounts owing or to be distributed to the Secured Parties under the Indenture and this Agreement are paid in full.

(d)       Swap Counterparty Collateral 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 as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C" at a Qualified Institution (initially the corporate trust department of The Bank of New York), that is designated as the "Swap Counterparty Collateral Account". The Swap Counterparty Collateral Account will initially be account number 879558. No deposit will be made to the Swap Counterparty Collateral Account on the Closing Date. Securities and funds that will secure the obligations of the Swap Counterparty will be deposited into the Swap Counterparty Collateral Account from time to time by the Swap Counterparty pursuant to the posting requirements set forth in the Interest Rate Swap. The Swap Counterparty will be entitled to interest earned on amounts on deposit in the Swap Counterparty Collateral Account. Subject to the terms of the Interest Rate Swap, the Swap Counterparty Collateral Account will be under the sole dominion and control of the Indenture Trustee, or its agent appointed pursuant to the Interest Rate Swap, as custodian.

(e)       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 Basic Documents.

(f)        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 calendar days, move such Bank Account to a Qualified Institution.

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(g)       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.

(h)       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 Basic Documents. All deposits to and withdrawals from the Trust Distribution Account will be made in accordance with the Indenture and the Trust Agreement.

Section 4.2. Investment of Funds on Deposit in the Bank Accounts.

(a)       For so long as no Default or Event of Default has occurred and is continuing, funds on deposit 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 and the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments.

(b)       If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds on deposit in a Bank Account to the Qualified Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution) 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 on deposit in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments.

(c)       Permitted Investments of funds on deposit in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the Payment Date on which such Collections are required to be distributed under the Indenture. Permitted Investments of funds on deposit in the Reserve Account will mature no

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later than the Business Day preceding the first Payment Date on which Collections are required to be distributed following the date of investment, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if Rating Agency Confirmation has been obtained with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to Section 3.5.

(d)       None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred thereon (other than in the capacity as obligor thereon, if applicable).

(e)       Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person.

(f)         With respect to funds on deposit in the Bank Accounts:

(i)        any such funds or property in such accounts that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution's customary procedures such that the institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect to such funds or property; and

(ii)       any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account.

(g)       The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.

Section 4.3. Remittances.

(a)       If Ford Credit's short term unsecured debt is rated at least "P-1" by Moody's, "A-1" by Standard & Poor's and "F1" by Fitch (this rating requirement, the "Monthly Remittance Required Ratings"), Ford Credit may remit Collections on the Business Day

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preceding each Payment Date and Final Scheduled Payment Date, or with Rating Agency Confirmation, on each Payment Date or Final Scheduled Payment Date.

(b)       If Ford Credit's short term unsecured debt is not rated at least equal to the Monthly Remittance Required Ratings:

(i)        on the Closing Date, the Servicer will remit to 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 to two Business Days preceding the Closing Date; and

(ii)       on and after the Closing Date, Ford Credit will remit to 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 or Final Scheduled Payment Date, the sum of (i) Collections for the related Collection Period, plus (ii) Purchase Amounts for such Payment Date or Final Scheduled Payment Date, exceeds the amounts remitted pursuant to Section 4.3(b) for the related Collection Period, Ford Credit will remit an amount equal to such excess to the Collection Account on the Business Day preceding such Payment Date, or with Rating Agency Confirmation, on such Payment Date. If, for any Payment Date or for such Final Scheduled Payment Date, the amounts remitted 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 or Final Scheduled Payment Date, the Indenture Trustee will pay to Ford Credit an amount equal to such excess within two Business Days of Ford's Credit's request, but in no event later than such Payment Date or Final Scheduled 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 remitted or paid pursuant to this Section 4.3(c).

(d)       Ford Credit may make the remittances pursuant to this Section 4.3 net of Servicing Fees to be paid to Ford Credit. Nonetheless, the Servicer will account for all of the above described remittances and distributions in the Monthly Investor Report as if the amounts were remitted, deposited and/or transferred separately.

(e)       If Ford Credit (or a successor of Ford Credit pursuant to Section 6.4) is not the Servicer or an Event of Servicing Termination occurs, the Servicer will be required to remit Collections to the Collection Account within 2 Business Days after receipt.

(f)        Pending deposit into the Collection Account, amounts collected by the Servicer may be used by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds.

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Section 4.4.     Calculations and Distributions; Withdrawals from the Reserve Account.

(a)       On or before each Determination Date, the Servicer will calculate the Reserve Account Draw Amount for the following Payment Date and will instruct the Indenture Trustee to withdraw from the Reserve Account and deposit the Reserve Account Draw Amount into the Collection Account on or before such Payment Date.

(b)       On or before each Determination Date, the Servicer will instruct the Indenture Trustee (based on the most recent Monthly Investor Report) to make the withdrawals, deposits, distributions and payments required to be made on the following Payment Date pursuant to Section 8.2 of the Indenture.

ARTICLE V

THE DEPOSITOR

Section 5.1.     Representations and Warranties of the Depositor. The Depositor represents and warrants to the Issuer as of the date of this Agreement and as of the Closing Date, on which the Issuer is relying in acquiring the Trust Property and which will survive the sale of the Trust Property to the Issuer and the pledge of the Trust Property by the Issuer to the Indenture Trustee pursuant to the Indenture:

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

(b)       Power, Authorization and Enforceability. The Depositor has the power and authority to execute deliver and perform the terms of each of the Basic Documents to which it is a party and to acquire, own and sell the Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action. The Depositor has authorized the execution, delivery and performance of the terms of each of the Basic Documents to which it is a party. Each of the Basic Documents to which the Depositor is a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles.

(c)       Valid Sale. This Agreement evidences a valid sale of the Trust Property from the Depositor to the Issuer, enforceable against creditors of and purchasers from the Depositor.

(d)       No Conflicts and No Violation. The consummation of the transactions contemplated by the Basic Documents to which the Depositor is a party and the fulfillment of the terms of the Basic Documents to which the Depositor is a party will not (i) conflict with or result

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in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Agreement), (iii) violate the Certificate of Formation or Limited Liability Company Agreement, or (iv) violate any law or, to the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Depositor's ability to perform its obligations under the Basic Documents.

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

(f)        Valid Security Interest. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Property in favor of the Issuer that is prior to all other Liens other than Permitted Liens and is enforceable as such against all other creditors of and purchasers from the Depositor.

Section 5.2.     Liability of the Depositor. The Depositor will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.

(a)       The Depositor will not be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement or for errors in judgment. All such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Depositor and the issuance of the Notes. Notwithstanding the preceding two sentences, this Section 5.2 will not protect the Depositor against any liability that would

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otherwise be imposed by reason of Depositor's, willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

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

(c)       The Depositor and any officer, director, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising under this Agreement.

(d)       The Depositor will be under no obligation to appear in, prosecute or defend any legal action that is unrelated to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 5.3.     Merger or Consolidation of, or Assumption of the Obligations of, the Depositor. Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any merger or consolidation to which the Depositor is a party or (c) succeeding to the business of the Depositor, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of such Person is owned, directly or indirectly, by Ford Motor Company, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 5.3. Within 15 Business Days after any such merger, consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 5.3, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Swap Counterparties and to the Rating Agencies.

Section 5.4.     Depositor May Own Notes. The Depositor and any Affiliate of the Depositor, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights as it would have if it were not the Depositor or an Affiliate of the Depositor except as otherwise provided in any Basic Document. Notes owned by or pledged to the Depositor or any Affiliate of the Depositor will have an equal and proportionate benefit under the Basic Document, without preference, priority or distinction, except as otherwise provided in any Basic Document.

Section 5.5.     Depositor's Designation of the Rating Agencies. The Depositor designates Fitch, Moody's and Standard & Poor's as the Rating Agencies rating the Notes.

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ARTICLE VI

THE SERVICER

Section 6.1.     Representations and Warranties of the Servicer. The Servicer represents and warrants to the Issuer as of the date of this Agreement, on which the Issuer is relying in acquiring the Trust Property and which will survive the sale of the Trust Property to the Issuer and the pledge of the Trust Property by the Issuer to the Indenture Trustee pursuant to the Indenture:

(a)       Organization and Qualification. The Servicer is duly incorporated and validly existing as a 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 Basic Documents to which it is a party.

(b)       Power, Authorization and Enforceability. The Servicer has the power and authority to execute deliver and perform the terms of each of the Basic Documents to which it is a party and to acquire, own, hold, service and sell the Receivables and to hold the Receivables Files as custodian on behalf of the Issuer and the Indenture Trustee. The Servicer has authorized the execution, delivery and performance of the terms of each of the Basic Documents to which it is a party. Each of the Basic Documents to which the Servicer is a party is the legal, valid and binding obligation of the Servicer enforceable against the Servicer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles.

(c)       No Conflicts and No Violation. The consummation of the transactions contemplated by the Basic Documents to which the Servicer is a party and the fulfillment of the terms of the Basic Documents to which the Servicer is a party will not (i) conflict with or result in a breach of the terms or provision of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Servicer is a debtor or guarantor (other than this Agreement), (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Servicer pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement, (iii) violate the Certificate of 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 Basic Documents.

(d)       No Proceedings. To the Servicer's knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the

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Servicer or its properties: (i) asserting the invalidity of any of the Basic Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Basic Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Servicer's ability to perform its obligations under, or the validity or enforceability of, any of the Basic Documents or the Notes, or (iv) relating to the Servicer that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes, (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, or (D) cause the Issuer to incur Michigan Single Business Tax liability other than such proceedings that, to the Servicer's knowledge, would not reasonably be expected to have a material adverse effect upon the Servicer and its subsidiaries considered as a whole or materially and adversely affect the performance by the Servicer of its obligations under, or the validity and enforceability of, any of the Basic Documents or the Notes.

Section 6.2. Liability of the Servicer.

(a)       The Servicer will be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders and to the Depositor only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Servicer. This Section 6.2 will not protect the Servicer against any liability that would otherwise be imposed by reason of the Servicer's willful misconduct, bad faith or negligence in the performance of its duties under this Agreement. The Servicer and any subservicer may rely in good faith on any document of any kind that appears on its face to be properly executed and submitted by any Person with respect to any matters arising under this Agreement.

(b)       The obligations of the Servicer under this Agreement are solely corporate obligations of the Servicer, and no recourse may be taken, directly or indirectly, with respect to the obligations of the Servicer against any owner, beneficiary, agent, officer, director, or employee of the Servicer in their individual capacities except for any liability that would otherwise be imposed by reason of such Person's willful misconduct, bad faith or negligence in the performance of its duties.

(c)       The Servicer will not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability. The Servicer may in its sole discretion (but will not be required to) undertake any legal action that it may deem necessary or desirable to protect the interests of the Noteholders or the Depositor under the Basic Documents. In such event, the legal expenses, costs and liabilities of such action and any liability resulting from such action will be expenses, costs and liabilities of the Servicer.

(d)       The Servicer will not be in default under this Agreement if it is unable to perform any of its obligations as a result of an act of God, act of war, terrorism, fires, earthquake or other natural disaster. The Servicer will make commercially reasonable efforts to resume the

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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 Basic Document to which it is a party.

(b)       Promptly upon receipt by the Issuer, the Owner Trustee or the Indenture Trustee or any of their respective officers, directors, employees and agents (each, for purposes of this Section 6.3(b), an "Indemnified Person") of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of 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.

(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

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Servicer has assigned this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 6.4. Within 15 Business Days after any such merger, consolidation, succession or assignment, such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such merger, consolidation, succession or assignment and such agreement of assumption comply with this Section 6.4, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation, succession or assignment to the Rating Agencies.

Section 6.5.     Delegation of Duties. So long as Ford Credit acts as Servicer or Custodian, the Servicer or Custodian may without notice or consent delegate any or all of its duties under this Agreement to Ford Motor Company or any company or other business entity of which Ford Motor Company owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity. The Servicer or Custodian may perform any of its duties through subcontractors. No such delegation or subcontracting will relieve the Servicer or Custodian of its responsibilities with respect to such duties and the Servicer will remain primarily responsible with respect to such duties. The Servicer or Custodian will be responsible for the fees of any such subcontractors.

Section 6.6.     Ford Credit Not to Resign as Servicer. Neither Ford Credit nor any successor Servicer will resign as Servicer under this Agreement except upon determining that the performance of its duties under this Agreement is no longer permissible under law. Notice of any determination permitting the resignation of Ford Credit as Servicer or a successor Servicer will be delivered to the Owner Trustee and the Indenture Trustee as soon as practicable (and, if not given in writing, will be confirmed in writing as soon as practicable). Any determination permitting the resignation of Ford Credit as Servicer or a successor Servicer will be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee with or promptly following delivery of such notice.

Section 6.7.     Servicer May Own Notes. The Servicer and any Affiliate of the Servicer, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights as it would have if it were not the Servicer or an Affiliate of the Servicer, except as otherwise provided in any Basic Document. Notes owned by or pledged to the Servicer or any Affiliate of the Servicer will have an equal and proportionate benefit under the Basic Document, without preference, priority or distinction, except as otherwise provided in any Basic Document.

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ARTICLE VII

SERVICING TERMINATION

Section 7.1. Events of Servicing Termination.

(a)       The occurrence and continuation of any of the following events will be an "Event of Servicing Termination":

(i)        Any failure by the Servicer to deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be delivered under this Agreement that continues unremedied for a period of 5 Business Days after the earlier of the date on which (x) notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee, or (y) a Responsible Person of the Servicer learns of such failure, unless:

(1)       (A) such failure is caused by an event outside the control of the Servicer that the Servicer could not have avoided through the exercise of due care, (B) such failure does not continue for more than 10 Business Days after the earlier of the date on which notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer learns of such failure, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement, and (D) the Servicer provides the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders with prompt notice of such failure that includes a description of the Servicer's efforts to remedy such failure, or

(2)       (A) such failure would not reasonably be expected to, or upon investigation and quantification does not, result in the failure in paying or depositing an amount greater than 0.05% of the sum of the Note Balances of all Notes, and (B) such failure is remedied (i) if the Servicer's long-term debt is rated investment grade by all Rating Agencies rating the Notes, not later than 90 days after a Responsible Person of the Servicer learns of such failure, or (ii) if the Servicer's long-term debt is not so rated, then not later than 90 days after such failure,

(ii)       Any failure by the Servicer to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 90 days after the Servicer receives notice of such failure from the Owner Trustee, the Indenture Trustee or the Noteholders of at least 25% of the Note Balance of the Controlling Class, or

(iii)      The occurrence of an Insolvency Event with respect to the Servicer.

(b)       If an Event of Servicing Termination occurs, the Indenture Trustee will promptly notify each Rating Agency. So long as such Event of Servicing Termination has not been remedied, either the Indenture Trustee or the Noteholders of at least a majority of the Note

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Balance of the Controlling Class (or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest), by notice to the Servicer and the Rating Agencies (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations (other than those set forth in Section 6.2 and Section 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.

Section 7.2. Appointment of Successor Servicer.

(a)       If the Servicer is terminated pursuant to Section 7.1, it will continue to perform its functions as Servicer under this Agreement until the date specified in the notice of termination. If the Servicer resigns pursuant to Section 6.6, it will continue to perform its functions as Servicer under this Agreement until (i) if the resigning Servicer is Ford Credit, the earlier to occur of (A) the Indenture Trustee or a Successor Servicer assuming the responsibilities and obligations of Ford Credit as Servicer in accordance with this Section 7.2 and as the Administrator in accordance with Section 5.2 of the Administration Agreement, or (B) the date upon which any regulatory authority requires such resignation, and (ii) if the resigning Servicer is not Ford Credit, the earlier to occur of (A) the date 45 days from the delivery to the Indenture Trustee and the Owner Trustee of the notice of such resignation in accordance with Section 6.6, or (B) the date upon which the Servicer is legally unable to act as Servicer as specified in the notice of resignation and accompanying Opinion of Counsel.

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(b)       If the Servicer resigns or is terminated under this Agreement, the Indenture Trustee will (i) provide notice of such termination or resignation to the Issuer, and (ii) as promptly as possible, appoint an institution having a net worth of not less than $50,000,000 whose business includes the servicing of motor vehicle receivables, as the successor to the Servicer under this Agreement. Such successor will accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.2(d)) by (x) entering into a servicing agreement with the Issuer having substantially the same provisions as the provisions of this Agreement applicable to the Servicer, in a form acceptable to the Owner Trustee and the Indenture Trustee, and (y) delivering a copy of such servicing agreement to the Indenture Trustee and the Issuer (such a successor, a "Successor Servicer"). Promptly following a Successor Servicer's acceptance of its appointment, the Indenture Trustee will notify the Issuer of such appointment, specifying in such notice the name and address of the Successor Servicer.

(c)       If no Person has accepted its appointment as Successor Servicer when the predecessor Servicer ceases to act as Servicer in accordance with this Section 7.2, the Indenture Trustee, without further action, will be automatically appointed the Successor Servicer. However, if the Indenture Trustee is unwilling or legally unable to act as Successor Servicer, it will appoint, or petition a court of competent jurisdiction to appoint, an institution having a net worth of not less than $50,000,000 whose business includes the servicing of motor vehicle receivables, as successor. The Indenture Trustee will be released from its duties and obligations as Successor Servicer on the date that a new servicer enters into a servicing agreement with the Issuer and delivers a copy of such servicing agreement to the Indenture Trustee and the Issuer as provided in Section 7.2(b).

(d)       Upon acceptance of its appointment as Successor Servicer, the Successor Servicer will (i) be the successor in all respects to the predecessor Servicer and will be subject to all of the responsibilities, duties, and liabilities following such Successor Servicer's appointment placed on the predecessor Servicer relating to such predecessor Servicer's performance of its duties as Servicer, and (ii) become the Administrator under the Administration Agreement in accordance with Section 5.2 of the Administration Agreement.

(e)       In connection with any appointment of a Successor Servicer, the Indenture Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on Receivables as it and such Successor Servicer may agree; provided that no such compensation will be in excess of the amount paid to the predecessor Servicer under this Agreement. The Indenture Trustee and such Successor Servicer will take such action, consistent with this Agreement, as will be necessary to effectuate any such succession.

(f)        If the Indenture Trustee succeeds to the Servicer's duties as provided in Section 7.2(c), it will do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, Article VI of the Indenture will be inapplicable to the Indenture Trustee in its duties as Successor Servicer. In case the Indenture Trustee becomes Successor Servicer pursuant to Section 7.2(c), the Indenture Trustee will be entitled to appoint as Servicer any one of its Affiliates; provided that the Indenture Trustee, in its capacity as Successor Servicer, will be liable for the actions and omissions of such Affiliate in its capacity as Servicer.

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Section 7.3.     Notification to Secured Parties and the Holder of the Residual Interest. Upon any termination of the Servicer, or appointment of a Successor Servicer pursuant to this Article VII, the Indenture Trustee will promptly notify the Secured Parties and each Rating Agency, and the Owner Trustee will promptly notify the holder of the Residual Interest.

Section 7.4.     Waiver of Events of Servicing Termination. The Noteholders of at least a majority of the Note Balance of the Controlling Class or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest, may waive any Event of Servicing Termination and its consequences, except an event resulting from the failure to make any required deposits to or payments from any of the Bank Accounts in accordance with this Agreement that resulted in an Event of Default in the payment of principal or interest on any of the Notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) under the Indenture. Upon any such waiver of an Event of Servicing Termination, such Event of Servicing Termination will cease to exist and will be deemed to have been remedied for every purpose under this Agreement. No such waiver will extend to any subsequent or other event or impair any right resulting from such waiver. The Issuer will notify the Rating Agencies of any such waiver.

ARTICLE VIII

TERMINATION

Section 8.1. Clean-Up Call.

(a)       If the Pool Balance is equal to or less than 5% of the Initial Pool Balance on the last day of any Collection Period, the Servicer has the option to purchase the Trust Property (other than the amounts on deposit in or invested in Permitted Investments maturing on or before the following Payment Date in the Trust Accounts). The Servicer may exercise its option to purchase the Trust Property by (i) notifying the Indenture Trustee, the Owner Trustee and the Rating Agencies at least 10 days before the Payment Date related to such Collection Period, and (ii) remitting to 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 on the Business Day preceding the Payment Date (or, with Rating Agency Confirmation, on the Payment Date) related to such Collection Period. Notwithstanding the foregoing, the Servicer will not be permitted to purchase the Trust Property unless the sum of (i) such purchase price, (ii) the Collections on deposit 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 (i) the Note Balance of the Notes Outstanding, and all accrued but unpaid interest thereon, (ii) all amounts due from the Issuer under the Interest Rate Swaps, and (iii) all amounts due to the Indenture Trustee under the Indenture. The amount deposited into the Collection Account pursuant to this Section 8.1(a) will be used on the related Payment Date to make payments in full to the Noteholders in the manner set forth in Section 8.2 of the Indenture.

(b)       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 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.

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Such sale will not require any action by the Issuer and will be without recourse, representation or warranty by the Issuer except the representation that the Issuer owns the Receivable free and clear of any Liens other than Permitted Liens. Upon such sale, the Servicer will mark its computer records indicating that any receivables purchased pursuant to Section 8.1(a) are no longer Receivables, file UCC termination or amendment statements or take any other action necessary or appropriate to evidence the transfer of ownership of the purchased Receivables free from any Lien of the Issuer or the Indenture Trustee. The Issuer, the Owner Trustee or the Indenture Trustee, as applicable, will execute such documents and instruments and any and all further instruments, including any authorizations to file UCC financing statement amendments, required or reasonably requested by the Servicer to effect such transfer.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.1. Amendment.

(a)       Subject to Section 9.1(f), this Agreement may be amended by the Depositor, the Servicer and the Issuer, with prior notice to the Rating Agencies (and the consent of the Indenture Trustee and the Owner Trustee to the extent that their respective rights or obligations will be materially and adversely affected, which consent may not be unreasonably withheld, delayed or conditioned), but without the consent of any of the Noteholders subject to the following conditions:

(i)        the Depositor, the Servicer or the Issuer delivers an Officer's Certificate to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not materially and adversely affect the interest of any Noteholder, and

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

(b)       Subject to Section 9.1(f), this Agreement also may be amended by the Depositor, the Servicer and the Issuer, with prior notice to the Rating Agencies and with the consent of (i) the Indenture Trustee, to the extent that its rights or obligations will be materially and adversely affected by such amendment (which consent may not be unreasonably withheld, delayed or conditioned), (ii) the Owner Trustee, to the extent that its rights and obligations will be materially and adversely affected by such amendment (which consent may not be unreasonably withheld, delayed or conditioned), and (iii) the Noteholders of at least a majority of the Note Balance of each Class of the Notes Outstanding (with each Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(c)       Notwithstanding anything else stated in Section 9.1(a) or (b), no such amendment: (i) may (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, or change the allocation or priority of, Collections or distributions that are required

26

to be made for the benefit of the Secured Parties, or (B) reduce the percentage of the Note Balance of the Notes Outstanding required to consent to any such amendment without the consent of all affected Noteholders, or (ii) may change the Specified Reserve Balance without receipt of Rating Agency Confirmation and the consent of all affected Noteholders.

(d)       Promptly upon the execution of any amendment in accordance with this Section 9.1, the Owner Trustee will send a copy of such amendment to the Indenture Trustee, each Rating Agency and each Swap Counterparty, and the Indenture Trustee will notify each Noteholder of the substance of such amendment.

(e)       If the consent of the Owner Trustee, the Indenture Trustee or the Noteholders is required, they do not need to approve the particular form of any proposed amendment so long as their consent approves the substance of the proposed amendment.

(f)        Before executing any amendment to this Agreement, the Owner Trustee and the Indenture Trustee will be entitled to request, receive and rely upon an Opinion of Counsel delivered by the Depositor stating that the execution of such amendment is authorized or permitted by this Agreement.

Section 9.2. Protection of Right, Title and Interest to the Trust Property.

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

(b)       The (i) Depositor, the Issuer and the Indenture Trustee, if required or reasonably requested by the other or by the Owner Trustee or the Indenture Trustee, and (ii) Owner Trustee, if required or reasonably requested by the Indenture Trustee, agree to do and perform any and all acts and to execute any and all further instruments to more fully effect the purposes of this Agreement.

(c)       Each of the Depositor and the Servicer will give the Owner Trustee and the Indenture Trustee at least 60 days' prior notice of any change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 of the UCC could require the filing of a new financing statement or an amendment to a

27

previously filed financing or continuation statement and will promptly file any such new financing statement or amendment. Each of the Depositor and the Servicer will maintain its chief executive office, and the Servicer will maintain each office from which it will service the Receivables, within the United States and will maintain its jurisdiction of organization in only one State.

(d)       Neither the Depositor nor the Servicer will change its name in any manner that could make any financing statement or continuation statement filed by the Depositor, the Issuer or the Indenture Trustee in accordance with Section 9.2(a) seriously misleading within the meaning of Section 9-506 of the UCC, unless it has given the Owner Trustee and the Indenture Trustee at least 5 days' prior notice thereof and promptly files appropriate amendments to all previously filed financing statements.

(e)       On and after the Closing Date until a Receivable has been paid in full or repurchased, the Servicer will maintain its computer systems to indicate clearly that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee pursuant to the Indenture.

(f)        At any time the Owner Trustee or the Indenture Trustee has reasonable grounds to believe that a list of all Receivables (by contract number) then included in the Trust Property is necessary in connection with the performance of its duties under any Basic Agreement, the Owner Trustee or the Indenture Trustee may request such a list from the Depositor and the Depositor will furnish such list to the Owner Trustee and the Indenture Trustee within 30 Business Days of the request.

(g)       The Depositor will, to the extent required by applicable law, cause the Notes to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act, within the time periods specified in such sections.

Section 9.3. Notices.

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

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

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

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

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

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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 this Agreement or at such other address as any party may designate by notice to the other parties.

(b) Any notice required or permitted to be mailed to a Noteholder must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 9.4.     Assignment by the Depositor or the Servicer. Except as provided in Sections 6.4, 6.6 and 7.2, this Agreement may not be assigned by the Depositor or the Servicer without the prior consent of the Owner Trustee, the Indenture Trustee, the holder of the Residual Interest and the Noteholders of at least 66 2/3% of the Note Balance of the Notes Outstanding.

Section 9.5.     Third-Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties to this Agreement. The Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Depositor and the Servicer. Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 9.6.     GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 9.7.     Submission to Jurisdiction. The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 9.8.     WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 9.9.     Severability. If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

Section 9.10.   Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

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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:

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) 248-7613

Section 9.14.   No Petition. The Owner Trustee, the Indenture Trustee, the Issuer and the Servicer each covenants and agrees that, before the date that is 1 year and 1 day after the payment in full of all securities issued by the Depositor or by a trust for which the Depositor was the depositor, it will not institute against, or join any other Person in instituting against, the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes or any of the Basic Documents. This Section 9.14 will survive the resignation or removal of the Owner Trustee under the Trust Agreement or the Indenture Trustee under the Indenture and the termination of this Agreement.

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Section 9.15. Limitation of Liability of Owner Trustee and Indenture Trustee.

(a)       Notwithstanding anything contained in this Agreement to the contrary, this Agreement has been countersigned by U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee of the Issuer and in no event will U.S. Bank Trust National Association in its individual capacity or, except as provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement. For all purposes of this Agreement, in the performance of its duties or obligations under this Agreement or in the performance of any duties or obligations of the Issuer under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, Articles V, VI and VII of the Trust Agreement.

(b)       Notwithstanding anything contained in this Agreement to the contrary, this Agreement has been accepted by The Bank of New York, not in its individual capacity but solely as Indenture Trustee, and in no event will The Bank of New York have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement.

[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 2008-C,

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 2008-C

By: /s/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President

FORD MOTOR CREDIT COMPANY LLC,

as Servicer

By: /s/ Marion B. Harris
Name:  Marion B. Harris
Title:    Assistant Treasurer

[Signature Page to Sale and Servicing Agreement]

AGREED AND ACCEPTED BY:

THE BANK OF NEW YORK,

not in its individual capacity

but solely as Indenture Trustee

By: /s/ John Rooney
Name:  John Rooney
Title:    Assistant Treasurer

U.S. BANK TRUST NATIONAL ASSOCIATION,

not in its individual capacity

but solely as Owner Trustee

By: /s/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President  

FORD MOTOR CREDIT COMPANY LLC,

as Custodian

By: /s/ Marion B. Harris
Name:  Marion B. Harris
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) 248-7613

2. If to the Depositor:

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

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) 248-7613

3. If to the Issuer:

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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) 248-7613

4. If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee

5. If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee;

6. If to Moody's Investors Service, Inc.:

Moody's Investors Service, Inc.

ABS Monitoring Department

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Telephone: (212) 553-0300

Fax: (212) 298-6834

7. If to Standard & Poor's:

Standard & Poor's

55 Water Street, 40th Floor

New York, New York 10041

Attention: Asset Backed Surveillance Department

Telephone: (212) 438-1000

Fax: (212) 438-2649

SB-2

8. If to Fitch, Inc.:

Fitch, Inc.

1 State Street Plaza

New York, New York 10004

Attention: Asset Backed Surveillance

Telephone: (212) 908-0500

Fax: (212) 514-9879

9. If to the Swap Counterparty:

BNP Paribas

787 Seventh Avenue

New York, New York 10019

Attention: Legal and Transaction Management Group - ISDA

Telephone No.: (212) 841-3000

Facsimile No.: (212) 841-3561

with a copy to:

BNP Paribas

1 Rue Taitbout

75009 Paris

Attn: Legal and Transaction Management Group - ISDA

Telephone No: (33) (0) 1 4014 0199

Facsimile No: (33) (0) 1 4014 5577 / 7511

SB-3

APPENDIX A

USAGE AND DEFINITIONS

FORD CREDIT AUTO OWNER TRUST 2008-C

Usage

The following rules of construction and usage apply to this Appendix, any agreement that incorporates this Appendix and any document made or delivered pursuant to any such agreement:

(a)       The term "documents" includes any and all documents, agreements, instruments, certificates, notices, reports, statements or other writings however evidenced, whether in electronic or physical form.

(b)       Accounting terms not defined or not completely defined in this Appendix will be construed in conformity with U.S. generally accepted accounting principles as in effect on the date of the document that incorporates this Appendix.

(c)       References to "Article," "Section," "Exhibit," "Schedule" or another subdivision of or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule or subdivision of or an attachment to the document in which such reference appears.

(d)       Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means such document as from time to time amended, modified, supplemented or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in such document.

(e)       Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means such statute as from time to time amended, modified, supplemented or replaced, including by succession of comparable successor statutes, and includes any rules and regulations promulgated under such statute and any judicial and administrative interpretations of such statute.

(f)        Calculation of any amount on or as of any date will be determined at or as of the close of business on such day after the application of any monies, payments and other transactions to be applied on such day, except that calculations as of the Cutoff Date will be determined as of the open of business on such day prior to the application of any monies, payments and other transactions to be applied on such day.

(g)       In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding" and the word "through" means "to and including."

AA-1

(h)       All terms defined in this Appendix apply to the singular and plural forms of such terms and the term "including" means "including without limitation."

(i) References to a Person are also to its permitted successors and assigns.

Definitions

"Accrued Note Interest" means, for a Class and a Payment Date or Final Scheduled Payment Date, the sum of the Note Monthly Interest and the Note Interest Shortfall.

"Act of Noteholders" has the meaning specified in Section 11.3(a) of the Indenture.

"Adjusted Pool Balance" means, on the Closing Date, an amount equal to:

(a) the Initial Pool Balance, minus

(b) the Yield Supplement Overcollateralization Amount,

and means, on a Payment Date, an amount (not less than zero) equal to:

(a) the Pool Balance as of the last day of the preceding Collection Period, minus

(b) the Yield Supplement Overcollateralization Amount.

"Administration Agreement" means the Administration Agreement, dated as of the Cutoff Date, among the Administrator, the Issuer and the Indenture Trustee.

"Administrator" means Ford Credit, in its capacity as administrator under the Administration Agreement.

"Affiliate" means, for a specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

"Amount Financed" means, for a Receivable, the amount financed by the Obligor for the purchase of the Financed Vehicle, the purchase of extended warranty protection plans, physical damage, credit life and disability insurance policies and similar products, prior balances on trade-in vehicles and other related fees and charges.

"Annual Percentage Rate" or "APR" of a Receivable means the annual rate of finance charges stated in the Receivable or in any federal Truth In Lending Act correction notice related to the Receivable.

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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 or Final Scheduled Payment Date, as applicable, the sum of the following amounts for such Payment Date or Final Scheduled Payment Date:

(a) Collections for the related Collection Period on deposit 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 or Final Scheduled Payment Date pursuant to Section 8.1 of the Sale and Servicing Agreement, plus

(d) any Net Swap Receipts received by the Issuer, plus

(e) any Swap Termination Receipts received by the Issuer and not paid to a replacement Swap Counterparty, plus

(f) 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.

"Basic Documents" means the Certificate of Formation, the Limited Liability Company Agreement, the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Interest Rate Swaps, the DTC Letter and the Control Agreement.

"Book-Entry Note" means a beneficial interest in any of the Notes issued in book-entry form as described in Section 2.10 of the Indenture, which will initially include the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes.

"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.

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"Calculation Agent" has the meaning specified in Section 3.19 of the Indenture.

"Certificate of Formation" means the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC.

"Certificate of Trust" means the Certificate of Trust of Ford Credit Auto Owner Trust 2008-C.

"Class" means the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4a Notes, the Class A-4b 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-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4a Notes, and the Class A-4b Notes.

"Class A-1 Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

"Class A-1 Note Purchase Agreement" means the Class A-1 Note Purchase Agreement, dated May 16, 2008, among the Depositor and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Greenwich Capital Markets, Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as the "Class A-1 Note Purchasers."

"Class A-1 Notes" means the $1,400,000,000 Class A-1 2.77620% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

"Class A-2 Notes" means the Class A-2a Notes and the Class A-2b Notes, collectively.

"Class A-2a Notes" means the $400,000,000 Class A-2a 3.72% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

"Class A-2b Interest Rate Swap" means the swap transaction entered into between the Issuer as Party B, and the Class A-2b Swap Counterparty, as Party A, pursuant to the ISDA Master Agreement, the related schedule thereto and the confirmation, each dated as of May 16, 2008, together with any additional or replacement swap entered into by the Issuer on or after the Closing Date, in respect of the Class A-2b Notes.

"Class A-2b Notes" means the $1,320,000,000 Class A-2b Floating Rate Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

"Class A-2b Swap Counterparty" means BNP Paribas under the Class A-2b Interest Rate Swap.

"Class A-3 Interest Rate Swap" means the swap transaction entered into between the Issuer as Party B, and the Class A-3 Swap Counterparty, as Party A, pursuant to the ISDA Master Agreement, the related schedule thereto and the confirmation, each dated as of May 16,

AA-4

2008, together with any additional or replacement swap entered into by the Issuer on or after the Closing Date, in respect of the Class A-3 Notes.

"Class A-3 Notes" means the $1,582,000,000 Class A-3 Floating Rate Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

"Class A-3 Swap Counterparty" means BNP Paribas under the Class A-3 Interest Rate Swap.

"Class A-4 Notes" means the Class A-4a Notes and the Class A-4b Notes, collectively.

"Class A-4a Notes" means the $360,600,000 Class A-4a 5.16% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

"Class A-4b Interest Rate Swap" means the swap transaction entered into between the Issuer as Party B, and the Class A-4b Swap Counterparty, as Party A, pursuant to the ISDA Master Agreement, the related schedule thereto and the confirmation, each dated as of May 16, 2008, together with any additional or replacement swap entered into by the Issuer on or after the Closing Date, in respect of the Class A-4b Notes.

"Class A-4b Notes" means the $300,000,000 Class A-4b Floating Rate Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A to the Indenture.

"Class A-4b Swap Counterparty" means BNP Paribas under the Class A-4b Interest Rate Swap.

"Class B Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

"Class B Notes" means the $169,300,000 Class B 6.04% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit B to the Indenture.

"Class C Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

"Class C Notes" means the $112,900,000 Class C 7.04% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit B to the Indenture.

"Class D Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

"Class D Notes" means the $112,900,000 Class D 8.49% 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.

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"Closing Date" means May 22, 2008.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means (a) the Trust Property, (b) the Issuer's rights under the Sale and Servicing Agreement, (c) the Issuer's rights under the Interest Rate Swaps, (d) all present and future claims, demands, causes of action and choses in action in respect of the foregoing, and (e) all payments on or under and all proceeds of the foregoing, but excluding, the Trust Distribution Account (if established) and all funds deposited in the Trust Distribution Account, if any.

"Collection Account" means the account or accounts established and maintained pursuant to Section 4.1(a) of the Sale and Servicing Agreement.

"Collection Period" means each calendar month commencing with the Cutoff Date. For any Payment Date and Determination Date or for purposes of determining the Principal Balance, Pool Balance or Note Pool Factor, the related Collection Period means the Collection Period preceding (a) such Payment Date or Determination Date or (b) the month in which the Principal Balance, Pool Balance or Note Pool Factor is determined.

"Collections" means, for a Collection Period, all amounts received and applied by the Servicer on the Receivables during such Collection Period, including, without duplication:

(a) payments received from Obligors, plus

(b) payments received on behalf of Obligors, including amounts under physical damage, credit life and disability insurance policies, plus

(c) partial prepayments due to refunds of cancelled items originally included in the Amount Financed, such as extended warranty protection plan costs or physical damage, credit life, disability insurance premiums and similar products, plus

(d) Liquidation Proceeds, plus

(e) Recoveries,

but excluding

(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 or Final Scheduled Payment Date.

"Control Agreement" means the Account Control Agreement, dated as of the Cutoff Date, among the Depositor, the Issuer, the Indenture Trustee and The Bank of New York, in its capacity as a securities intermediary.

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"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, Ninth Floor

Wilmington, Delaware 19801

Attention: Corporate Trust Administration

Telephone: (302) 552-3200

Fax: (302) 552-3129

or at such other address in the State of Delaware as the Owner Trustee may designate by notice to the Indenture Trustee, the Administrator and the Depositor, 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 2008-C

Telephone: (212) 815-4389

Fax: (212) 815-2493

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

"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 May 1, 2008.

"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 is, or with notice or the lapse of time or both would become, an Event of Default.

"Definitive Notes" has the meaning specified in Section 2.10(a) of the Indenture.

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"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.

"Determination Date" means, for a Collection Period, the Business Day immediately preceding the related Payment Date.

"DTC Letter" means the letter of representations for the Notes, dated May 22, 2008 among the Issuer, the Indenture Trustee and The Depository Trust Company.

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

"Event of Servicing Termination" has the meaning specified in Section 7.1 of the Sale and Servicing Agreement.

"Exchange Act" means the Securities Exchange Act of 1934.

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

Class	Final Scheduled Payment Date
Class A-1	June 15, 2009
Class A-2a	January 15, 2011
Class A-2b	January 15, 2011
Class A-3	June 15, 2012
Class A-4a	April 15, 2013
Class A-4b	April 15, 2013
Class B	September 15, 2013
Class C	January 15, 2014
Class D	November 15, 2014

"Financed Vehicle" means a new or used car or light truck 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 minus the Adjusted Pool Balance, and

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

"Fitch" means Fitch, Inc., d/b/a Fitch Ratings.

"Floating Rate Notes" means the Class A-2b Notes, Class A-3 Notes and the Class A-4b Notes.

"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, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee under the Indenture.

"Independent" means that the relevant Person (a) is independent of the Issuer, the Depositor and their Affiliates, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, the Depositor or their Affiliates, and (c) is not an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions of or for the Issuer, the Depositor or their Affiliates.

"Independent Certificate" means a certificate or opinion to be delivered to the Indenture Trustee under Section 11.1 of the Indenture, signed by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and stating that the signer has read the definition of "Independent" and that the signer is Independent.

"Initial Pool Balance" means $6,254,185,030.50, the aggregate Principal Balance of the Receivables as of the Cutoff Date.

"Initial Purchaser" means Ford Credit Auto Receivables Two LLC.

"Insolvency Event" means, for a Person, (a) the making of a general assignment for the benefit of creditors, (b) the filing of a voluntary petition in bankruptcy, (c) being adjudged bankrupt or insolvent, or having had an order entered against such Person for relief in any 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,

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(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 or Final Scheduled Payment Date, (a) for the Class A-1 Notes and the Floating Rate Notes, from the preceding Payment Date (or the Closing Date in the case of the first Payment Date) to the following Payment Date or, solely with respect to the Class A-1 Notes, if the Class A-1 Notes are not paid in full prior to their Final Scheduled Payment Date, to the Final Scheduled Payment Date for the Class A-1 Notes, if earlier, and (b) for each other Class, from the 15th day of the calendar month preceding each Payment Date (or the Closing Date in the case of the first Payment Date) to the 15th day of the following calendar month.

"Interest Rate Swaps" means the Class A-2b Interest Rate Swap, the Class A-3 Interest Rate Swap and the Class A-4b Interest Rate Swap.

"Issuer" means Ford Credit Auto Owner Trust 2008-C.

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

"LIBOR" means (a) with respect to the first Interest Period, 2.43% and (b) with respect to any subsequent Interest Period, the following rate, as determined by the Calculation Agent:

(i) the rate for U.S. dollar deposits for a period of one month which appears on the Reuters Telerate Service Page 3750 as of 11:00 a.m., London time, on the LIBOR Determination Date; and

(ii) if such rate does not appear on the Reuters Telerate Service Page 3750, the rate determined on the basis of the rates at which deposits in U.S. Dollars are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period of one month commencing on such LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000, the Calculation Agent will request the principal London office of each of the banks selected to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate will be the arithmetic mean of the rates quoted by three major banks in New York City,

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selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on that LIBOR Determination Date for loans in U.S. Dollars to leading European banks for a period of one month commencing on the LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000; provided, however, that if the banks selected by the Calculation Agent are not quoting rates, LIBOR for such Interest Period will be the same as LIBOR for the immediately preceding Interest Period.

"LIBOR Determination Date" means, the date that is two London Banking Days prior to the first day of the applicable Interest Period.

"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.

"Liquidation Proceeds" means, for a Collection Period and any Liquidated Receivable and any other Receivable that is charged off during such Collection Period in accordance with the Credit and Collection Policy, an amount equal to:

(a) all amounts received and applied by the Servicer with respect to such Receivable from whatever source, whether allocable to interest or principal, during such Collection Period, minus

(b) Recoveries with respect to such Receivable, minus

(c) the sum of any amounts expended by the Servicer for the account of the related Obligor in accordance with the Credit and Collection Policy, including collection expenses and all amounts paid to third parties in connection with the repossession, transportation, reconditioning and disposition of the related Financed Vehicle, minus

(d) any amounts required by law or under the Credit and Collection Policy to be remitted to the related Obligor.

"London Banking Day" means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

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

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"Monthly Remittance Required Ratings" has the meaning specified in Section 4.3(a) of the Sale and Servicing Agreement.

"Moody's" means Moody's Investors Service, Inc.

"Net Swap Payment" means, for any Payment Date, the net amount, if any, payable by the Issuer to a Swap Counterparty on such Payment Date, excluding any Swap Termination Payments and any Swap Termination Receipts.

"Net Swap Receipt" means, for any Payment Date, the net amount, if any, payable by a Swap Counterparty to the Issuer on such Payment Date, excluding any Swap Termination Payments and any Swap Termination Receipts.

"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.

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

Class	Note Interest Rate
Class A-1	2.77620%
Class A-2a	3.72%
Class A-2b	one-month LIBOR + 0.90%
Class A-3	one-month LIBOR + 1.42%
Class A-4a	5.16%
Class A-4b	one-month LIBOR + 1.75%
Class B	6.04%
Class C	7.04%
Class D	8.49%

"Note Interest Shortfall" means, for a Class and a Payment Date or Final Scheduled Payment Date, an amount equal to:

(a) the Note Monthly Interest for the preceding Payment Date for such Class, plus

(b) any outstanding Note Interest Shortfall for that Class for the preceding Payment Date together with interest on such Note Interest Shortfall, to the extent lawful, at the Note Interest Rate for such Class for the related Interest Period, minus

(c) the amount of interest that was paid to the Noteholders of such Class on such preceding Payment Date.

"Note Monthly Interest" means, for a Class and a Payment Date or Final Scheduled 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.

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"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 that Class on that Payment Date divided by the initial Note Balance of such Class.

"Note Register" and "Note Registrar" have the meanings specified in Section 2.4 of the Indenture.

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

"Notes" means the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4a Notes, the Class A-4b 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 Trustee is presented that any such Notes are held by a bona fide purchaser,

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provided that in determining (i) whether Noteholders evidencing the required Note Balance have given any request, demand, authorization, direction, notice, consent or waiver under any Basic Document, Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates will be deemed not to be Outstanding, and (ii) whether the Indenture Trustee is protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Person of the Indenture Trustee knows to be so owned will be deemed not to be Outstanding. Notes owned by the Issuer, the Depositor, the Servicer or their Affiliates that have been pledged in good faith will be treated as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's right to act with respect to such Notes and that the pledgee is not the Issuer, the Depositor, the Servicer or their Affiliate.

"Owner Trustee" means U.S. Bank Trust National Association, a national banking association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement.

"Payment Date" means the 15th day of each calendar month or, if not a Business Day, the next Business Day, commencing in the first full month after the Closing Date.

"Permitted Investments" means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:

(a) direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States,

(b) demand deposits, time deposits, certificates of deposit or bankers' acceptances of any depository institution or trust company (i) incorporated under the laws of the United States or any State or any United States branch or agency of a foreign bank, (ii) subject to supervision and examination by federal or State banking or depository institution authorities, and (iii) that at the time the investment or contractual commitment to invest is made, the commercial paper or other short-term unsecured debt obligations (other than obligations with a rating based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company have the Required Rating,

(c) commercial paper, including asset-backed commercial paper, having, at the time the investment or contractual commitment to invest is made, the Required Rating,

(d) investments in money market funds having, at the time the investment or contractual commitment to invest is made, a rating in the highest investment grade category from each of the Rating Agencies (including funds for which the Indenture Trustee or the Owner Trustee or any of their Affiliates is investment manager or advisor),

(e) repurchase obligations with respect to any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any

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agency or instrumentality of the United States the obligations of which are backed by the 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 for which the Issuer or the Administrator has received Rating Agency Confirmation.

"Permitted Lien" means a tax, mechanics' or other Lien that attaches by operation of law, or any security interest of the Depositor in the Purchased Property under the Purchase Agreement, the Issuer in the Trust Property under the Sale and Servicing Agreement or the Indenture Trustee in the Collateral under the Indenture.

"Person" means any legal person, including any corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, any department or agency of any government or any other entity of whatever nature.

"Pool Balance" means, on the last day of a Collection Period, an amount equal to the aggregate Principal Balance of the Receivables as of such day, excluding Purchased Receivables.

"Preliminary Prospectus" means the preliminary prospectus supplement, dated May 15, 2008, to the Depositor's prospectus, dated May 15, 2008.

"Principal Balance" means, for a Receivable as of the close of business on the last day of a Collection Period, an amount (not less than zero) equal to:

(a) the Amount Financed, minus

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

(c) Realized Losses.

"Principal Payment Account" means the account established and maintained pursuant to Section 4.1(b) of the Sale and Servicing Agreement.

"Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding, or governmental investigation.

"Prospectus" means (a) the Preliminary Prospectus, together with the final prospectus supplement, dated May 16, 2008, to the Depositor's prospectus, dated May 15, 2008, relating to the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes and (b) the preliminary offering memorandum, dated May 15, 2008, and the final offering memorandum, dated May 16, 2008, relating to the Class A-1 Notes.

"Purchase Agreement" means the Purchase Agreement, dated as of the Cutoff Date, between the Sponsor and the Depositor.

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"Purchase Amount" means, for a Receivable for which the Purchase Amount is to be included in Available Funds for a Payment Date or Final Scheduled 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 APR or, if such Receivable has been charged off, an amount equal to the Realized Loss on such Receivable minus any Recoveries through the last day of the preceding Collection Period.

"Purchased Property" means (a) the Receivables, (b) all amounts received and applied on the Receivables on or after the Cutoff Date, (c) the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and any other interest of Ford Credit in the Financed Vehicles, (d) rights to receive proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors, (e) Dealer Recourse, (f) the Receivables Files, (g) all property securing the Receivables, (h) rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables in effect as of the Cutoff Date, (i) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (j) all payments on or under and all proceeds in respect of any of the foregoing.

"Purchased Receivable" means, for a Collection Period, a Receivable (a) purchased by the Servicer pursuant to Section 3.2(a) of the Sale and Servicing Agreement, (b) repurchased by the Depositor pursuant to Section 2.4(a) of the Sale and Servicing Agreement, or (c) repurchased by Ford Credit pursuant to Section 3.3(a) of the Purchase Agreement and for which, in each case, the Purchase Amount is included in Available Funds for the related Payment Date or Final Scheduled Payment Date, as applicable.

"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 "P-1" by Moody's and "A-1+" by Standard & Poor'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 not less than "AA-" by Standard & Poor's, 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 (i) The Bank of New York, (ii) U.S. Bank Trust National Association, or (iii) any other bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking authorities that (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 not less than "Baa3" from Moody's.

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

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"Rating Agency Confirmation" means, for an action or request, that each of the Rating Agencies (other than Moody's) has notified the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee that such action or request will not result in a reduction or withdrawal of its then current rating of the Notes and, with respect to Moody's, that (a) except as provided in clause (b), the Issuer has given 10 days prior written notice to Moody's and Moody's has not notified 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 (b) 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 or Final Scheduled Payment Date pursuant to the Sale and Servicing Agreement, including Section 3.2 or Section 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 listed on the Schedule of Receivables, excluding any such contract that became a Purchased Receivable 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

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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 remitted to the Obligor.

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

"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 or Final Scheduled Payment Date, an amount (not less than zero) equal to:

(a) the greater of:

(i) the Note Balance of the Class A-1 Notes as of the preceding Payment Date or the Closing Date, as the case may be, and

(ii) an amount equal to:

(A) the aggregate Note Balances of all Notes as of the preceding Payment Date or the Closing Date, as the case may be, minus

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

minus

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

except that on and after the Final Scheduled Payment Date of the Class D Notes, the Regular Principal Payment will be the Note Balance of the Class D Notes.

"Regulation AB" means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as clarified and interpreted by the Securities and Exchange Commission or its staff.

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

"Required Rating" means, for short-term unsecured debt obligations, a rating of (a) "P-1" by Moody's, (b) "A-1+" by Standard & Poor's and (c) if rated by Fitch, "F1+" by Fitch.

AA-18

"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 or Final Scheduled Payment Date, the least of:

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

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

"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 or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject, and for so long as the Administration Agreement is in effect, any Responsible Person of the Administrator, and

(c) with respect to the Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as the case may be, including any vice president, assistant vice president, secretary, assistant secretary or any other officer of the Indenture Trustee or the Owner Trustee, as the case may be, customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject and also means, with respect to the Owner Trustee, for so long as the Administration Agreement is in effect, any Responsible Person of the Administrator.

"Rule 144A" means Rule 144A under the Securities Act.

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

AA-19

"Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of the Cutoff Date, among the Issuer, the Depositor and the Servicer.

"Schedule of Receivables" means the schedule or file identifying the Receivables attached as Exhibit A to the Purchase Agreement and Schedule A to the Sale and Servicing Agreement and the Indenture.

"Second Priority Principal Payment" means, for a Payment Date, the greater of:

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

(i) the aggregate Note Balances of the Class A Notes and the Class B Notes as of the preceding Payment Date, minus

(ii) the Adjusted Pool Balance, minus

(iii) the First Priority Principal Payment,

and

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

"Secured Parties" means the Noteholders and the Swap Counterparties.

"Securities Account" means each account established and maintained pursuant to Section 1 of the Control Agreement.

"Securities Act" means the Securities Act of 1933.

"Senior Swap Termination Payment" means any termination payment payable by the Issuer to a Swap Counterparty other than a Subordinated Swap Termination Payment.

"Servicer" means Ford Credit or the Successor Servicer.

"Servicing Fee" means, for a Collection Period, the fee payable to the Servicer for services rendered during such Collection Period in an amount equal to the product of:

(a) one-twelfth of 1.0%, times

(b) the Pool Balance as of the last day of the preceding Collection Period.

"Specified Reserve Balance" means $31,270,925.15, or 0.50% of the Initial Pool Balance.

"Sponsor" means Ford Credit.

"Standard & Poor's" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

AA-20

"State" means any state or commonwealth of the United States, or the District of Columbia.

"Subordinated Swap Termination Payment" means any termination payment payable by the Issuer to a Swap Counterparty where the related termination results from either (a) an "event of default" under the related Interest Rate Swap where the Swap Counterparty is the "defaulting party," or (b) a "termination event" under the related Interest Rate Swap for which the Swap Counterparty is the sole "affected party."

"Successor Servicer" means a successor Servicer appointed pursuant to Section 7.2 of the Sale and Servicing Agreement.

"Supplemental Servicing Fee" means, for a Collection Period, all late fees, prepayment charges, extension fees and other administrative fees or similar charges on the Receivables.

"Swap Counterparties" means the Class A-2b Swap Counterparty, the Class A-3 Swap Counterparty and the Class A-4b Swap Counterparty.

"Swap Required Ratings" means ratings at least equal to (i) a short term unsecured debt rating of "A-1" by Standard & Poor's (or, if the applicable Swap Counterparty has no short term unsecured debt rating by Standard & Poor's, a long term unsecured debt rating of "A+" by Standard & Poor's), (ii) a short term unsecured debt rating of "P-1" by Moody's together with a long term unsecured debt rating of "A2" or better by Moody's (or if the applicable Swap Counterparty has no short unsecured debt rating from Moody's, a long term unsecured debt rating of "A1" or better from Moody's), and (iii) either a short term unsecured debt rating of "F1" or better from Fitch or a long term unsecured debt rating of "A" or better by Fitch.

"Swap Termination Payments" means Senior Swap Termination Payments and Subordinated Swap Termination Payments.

"Swap Termination Receipt" means any swap termination payment payable by a Swap Counterparty to the Issuer.

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

(a) the Specified Reserve Balance, and

(b) 1% of the Pool Balance as of the last day of the preceding Collection Period.

"Targeted Overcollateralization Amount" means, for a Payment Date, an amount equal to:

(a) the Yield Supplement Overcollateralization Amount, plus

AA-21

(b) the Targeted Credit Enhancement Amount, minus

(c) the Specified Reserve Balance.

"Third Priority Principal Payment" means, for a Payment Date, the greater of:

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

(i) the aggregate Note Balances of the Class A Notes, the Class B Notes and the Class C Notes as of the preceding Payment Date, minus

(ii) the Adjusted Pool Balance, minus

(iii) the sum of the First Priority Principal Payment and the Second Priority Principal Payment,

and

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

"Total Required Payment" means, for a Payment Date, the sum of

(a) the amount, up to a maximum of $150,000, due and payable to the Indenture Trustee under Section 6.7 of the Indenture and to the Owner Trustee under Sections 7.1 and 7.2 of the Trust Agreement, plus

(b) the Servicing Fee and all unpaid Servicing Fees from preceding Collection Periods, plus

(c) the Accrued Note Interest for all Classes of Notes, plus

(d) any Net Swap Payment payable to the Swap Counterparties, plus

(e) any Senior Swap Termination Payments payable to the Swap Counterparties, plus

(f) the First Priority Principal Payment, plus

(g) the Second Priority Principal Payment, plus

(g) the Third Priority Principal Payment, plus

(h) on or after the Final Scheduled Payment Date of the Class D Notes, the sum of the Note Balance of the Class D Notes and any outstanding Subordinated Swap Termination Payments.

AA-22

Following an Event of Default and an acceleration of the Notes or an Insolvency Event or dissolution of the Depositor, until the Note Balances of all Notes have been paid in full, the Total Required Payment will also include the aggregate Note Balances of all Notes.

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

"Trust Agreement" means the 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(h) of the Sale and Servicing Agreement.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939.

"Trust Property" means (a) the Purchased Property, (b) the Depositor's rights under the Purchase Agreement, (c) the Depositor's rights under the Sale and Servicing Agreement, (d) all security entitlements relating to the Trust Accounts and the property deposited in or credited to any of the Trust Accounts, (e) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (f) all payments on or under and all proceeds in respect of any of the foregoing.

"Trust Register" and "Trust Registrar" have the meanings specified in Section 3.2 of the Trust Agreement.

"UCC" means the Uniform Commercial Code as in effect in any relevant jurisdiction.

"Underwriting Agreement" means the Underwriting Agreement, dated May 16, 2008, among the Depositor and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Greenwich Capital Markets, Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated, as the representatives of the underwriters named in such agreement

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

"Void Class A-1 Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

"Void Class B Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

"Void Class C Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

"Void Class D Note Transfer" has the meaning specified in Section 2.4(i) of the Indenture.

AA-23

"Yield Supplement Overcollateralization Amount" means, for the Closing Date and each Payment Date, the amount specified on the Yield Supplement Overcollateralization Schedule for such date. The Yield Supplement Overcollateralization Amount has been calculated for the Closing Date and each Payment Date as the sum for each Receivable of the amount (not less than zero) equal to:

(a) the future payments on 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 9.75%.

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.

AA-24

"Yield Supplement Overcollateralization Schedule" means, for the Closing Date and each Payment Date, the following schedule:

Closing Date	$609,366,229.28
June 2008	587,709,460.27
July 2008	566,494,035.67
August 2008	545,724,720.33
September 2008	525,398,460.49
October 2008	505,511,080.85
November 2008	486,057,784.20
December 2008	467,034,483.08
January 2009	448,440,145.58
February 2009	430,274,560.88
March 2009	412,536,560.84
April 2009	395,225,146.36
May 2009	378,339,156.96
June 2009	361,875,736.98
July 2009	345,832,545.97
August 2009	330,207,137.76
September 2009	314,995,888.83
October 2009	300,195,196.40
November 2009	285,801,952.65
December 2009	271,811,243.77
January 2010	258,219,072.36
February 2010	245,023,694.44
March 2010	232,222,702.12
April 2010	219,814,682.09
May 2010	207,799,496.18
June 2010	196,175,569.41
July 2010	184,940,783.71
August 2010	174,093,728.55
September 2010	163,632,698.97
October 2010	153,549,642.23
November 2010	143,838,556.22
December 2010	134,494,870.16
January 2011	125,514,803.02
February 2011	116,895,999.80
March 2011	108,633,631.45
April 2011	100,719,638.95
May 2011	93,148,386.72
June 2011	85,914,423.30
July 2011	79,010,069.86
August 2011	72,435,132.25
September 2011	66,188,224.20
October 2011	60,266,468.26
November 2011	54,667,290.28
December 2011	49,389,567.24
January 2012	44,432,480.49
February 2012	39,793,631.72
March 2012	35,470,632.68
April 2012	31,459,432.09
May 2012	27,754,770.60
June 2012	24,349,200.02
July 2012	21,232,190.39
August 2012	18,397,716.09
September 2012	15,837,431.89
October 2012	13,539,788.35
November 2012	11,492,845.10
December 2012	9,678,574.39
January 2013	8,090,328.72
February 2013	6,720,041.00
March 2013	5,557,713.51
April 2013	4,584,722.75
May 2013	3,770,455.81
June 2013	3,079,513.36
July 2013	2,468,749.06
August 2013	1,935,773.42
September 2013	1,477,137.92
October 2013	1,088,404.12
November 2013	766,063.57
December 2013	505,656.82
January 2014	304,479.41
February 2014	159,293.27
March 2014	66,183.44
April 2014	17,530.59

AA-25

EXHIBIT A

Ford Credit Auto Owner Trust 2008-C

Monthly Investor Report

Collection Period

Payment Date

Transaction Month

Additional information about the structure, cashflows, defined terms and parties for this transaction can be found in the prospectus supplement, available on the SEC website (http://www.sec.gov) under the registration number 333-143316 and at http://www.fordcredit.com/institutionalinvestments/index.jhtml.

ORIGINAL DEAL PARAMETERS

	Dollar Amount	# of Receivables	Weighted Avg Remaining
			Term at Cutoff
Initial Pool Balance
Original Securities:	Dollar Amount	Note Interest Rate	Legal Final Maturity
Class A-1 Notes		%
Class A-2a Notes		%
Class A-2b Notes		%
Class A-3 Notes		%
Class A-4a Notes		%
Class A-4b 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

EA-1

CL1866.3

Collections

Purchase Amounts:

Purchase Amounts Related to Principal

Purchase Amounts Related to Interest

Sub Total

Clean-up Call

Reserve Account Draw Amount

Net Swap Receipt – Tranche A-2b

Net Swap Receipt – Tranche A-3

Net Swap Receipt – Tranche A-4b

Swap Termination Receipt – Tranche A-2b

Swap Termination Receipt – Tranche A-3

Swap Termination Receipt – Tranche A-4b

Available Funds – Total

III. DISTRIBUTIONS

Calculated Amount Amount Paid Shortfall Carryover
Shortfall Remaining
Available Funds

Owner Trustee Fees and Expenses

Indenture Trustee Fees and Expenses

Servicing Fee

Net Swap Payment – Tranche A-2b

Net Swap Payment – Tranche A-3

Net Swap Payment – Tranche A-4b

Senior Swap Termination

Payments – Tranche A-2b

Senior Swap Termination

Payments– Tranche A-3

Senior Swap Termination

Payments – Tranche A-4b

Interest - Class A-1 Notes

Interest - Class A-2a Notes

Interest - Class A-2b Notes

Interest - Class A-3 Notes

Interest - Class A-4a Notes

Interest - Class A-4b Notes

EA-2

CL1866.3

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

Subordinated Swap

Termination Payments – Tranche A-2b

Subordinated Swap

Termination Payments – Tranche A-3

Subordinated Swap

Termination Payments – Tranche A-4b

Additional Trustee Fees and Expenses

Residual Released to Depositor

Total

Principal Payment:

First Priority Principal Payment

Second Priority Principal Payment

Third Priority Principal Payment

Regular Principal Payment

Total

IV. NOTEHOLDER PAYMENTS

Noteholder Principal Payments Actual Per $1,000 of Original Balance Noteholder Interest Payments Actual Per $1,000 of Original Balance Total Payment Actual Per $1,000 of Original Balance

Class A-1 Notes

Class A-2a Notes

Class A-2b Notes

Class A-3 Notes

Class A-4a Notes

Class A-4b Notes

Class B Notes

Class C Notes

Class D Notes

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CL1866.3

Total

V. NOTE BALANCE AND POOL INFORMATION

Beginning of Period		End of Period
Balance	Note Factor	Balance	Note Factor

Class A-1 Notes

Class A-2a Notes

Class A-2b Notes

Class A-3 Notes

Class A-4a Notes

Class A-4b Notes

Class B Notes

Class C Notes

Class D Notes

Total

Pool Information

Weighted Average APR

Weighted Average Remaining Term

Number of Receivables Outstanding

Pool Balance

Adjusted Pool Balance (Pool Balance - YSOC Amount)

Pool Factor

VI. OVERCOLLATERALIZATION INFORMATION

Specified Reserve Balance

Targeted Credit Enhancement Amount

Yield Supplement Overcollateralization Amount

Targeted Overcollateralization Amount

Actual Overcollateralization Amount (EOP Pool Balance -EOP Note Balance)

VII. RECONCILIATION OF RESERVE ACCOUNT

Beginning Reserve Account Balance

Reserve Account Deposits Made

Reserve Account Draw Amount

Ending Reserve Account Balance

Change in Reserve Account Balance

Specified Reserve Balance

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CL1866.3

VIII. NET LOSSES AND DELINQUENT ACCOUNTS

# of Receivables Amount

Realized Loss

(Recoveries)

Net Losses for Current Collection Period

Cumulative Net Losses Last Collection

Cumulative Net Losses for all Collection Periods

Ratio of Net Losses for Current Collection Period to Beginning of Period Pool Balance (annualized)

Delinquent Receivables:

% of EOP Pool # of Receivables Amount

31-60 Days Delinquent

61-90 Days Delinquent

Over 120 Days Delinquent

Total Delinquent Receivables

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

Current Collection Period

Three Month Average

EA-5

EX-99

EXHIBIT 99.2

Execution Version

PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,

as Sponsor

and

FORD CREDIT AUTO RECEIVABLES TWO LLC,

as Depositor

Dated as of May 1, 2008

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	7
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 Computer Systems.	9
Section 4.3.	Inspections	9
Section 4.4.	Accountants' Letter	9
ARTICLE V	MISCELLANEOUS	9
Section 5.1.	Amendment.	9
Section 5.2.	Notices	10
Section 5.3.	Costs and Expenses	10
Section 5.4.	Third-Party Beneficiaries	10
Section 5.5.	GOVERNING LAW	11
Section 5.6.	Submission to Jurisdiction	11
Section 5.7.	WAIVER OF JURY TRIAL	11
Section 5.8.	Severability	11
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

i

PURCHASE AGREEMENT, dated as of May 1, 2008 (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 and light trucks 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. 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 $5,324,683,987.07 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, and all amounts payable as servicing fees under the Sale and Servicing Agreement, and in such event, this Agreement will constitute a security agreement under applicable law and the Depositor will have all of the rights and remedies of a secured party and creditor under the UCC.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1.     Representations and Warranties of the Sponsor. The Sponsor represents and warrants to the Depositor as of the date of this Agreement and as of the Closing Date:

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

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

(c)       No Conflicts and No Violation. The consummation of the transactions contemplated by this Agreement, and the fulfillment of the terms of this Agreement, will not (i) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Sponsor is a debtor or guarantor, (ii) result in the creation or imposition of any Lien upon any of the properties or assets of the Sponsor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument, (iii) violate the Certificate of 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

2

applicable to the Sponsor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Sponsor's ability to perform its obligations under this Agreement.

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

Section 3.2.     Representations and Warranties of the Sponsor About the Receivables. The Sponsor represents and warrants to the Depositor as of the date of this Agreement and as of the Closing Date (except as otherwise specified), which representations and warranties (i) the Depositor has relied on in purchasing the Receivables and (ii) will survive the sale of the Receivables to the Depositor, the subsequent sale of the Receivables to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables to the Indenture Trustee pursuant to the Indenture:

(a)       Origination of Receivables. Each Receivable (i) was originated in the United States by a Dealer for the retail sale of a Financed Vehicle in the ordinary course of such Dealer's business and has been fully executed by the parties thereto, (ii) was purchased by the Sponsor from a Dealer and was validly assigned by such Dealer to the Sponsor, and (iii) was underwritten pursuant to the Credit and Collection Policy.

(b)       Simple Interest. Each Receivable (i) provides for equal monthly payments in U.S. dollars that fully amortize the Amount Financed by its stated maturity and yield interest at the Annual Percentage Rate and (ii) applies a simple interest method of allocating a fixed payment to principal and interest, so that the portion of such payment allocated to interest is equal to the APR multiplied by the principal balance

3

multiplied by the number of days elapsed since the preceding payment of interest was made divided by 365.

(c)       Prepayment. Each Receivable allows for prepayment and partial prepayments without penalty and requires that the Principal Balance be paid in full to prepay the contract in full.

(d)       No Government Obligors. No Receivable is the obligation of the United States of America or any State or local government or from any agency, department, instrumentality or political subdivision of the United States or any State or local government.

(e)       Insurance. Each Receivable requires the Obligor to obtain physical damage insurance covering the Financed Vehicle.

(f)        Valid Assignment. No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale of such Receivable under this Agreement would be unlawful, void or voidable. The 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 Ownership Interest in Financed Vehicle. Each Receivable is secured by a security interest in the related Financed Vehicle in favor of the Sponsor as secured party, which was validly created and is a perfected, first priority security interest and 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

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interest in the Receivables, to give the Issuer a first priority, validly perfected ownership interest in the Receivables and to give the Indenture Trustee a first priority perfected security interest in the Receivables, will be made within ten days after the Closing Date.

(ii)       All financing statements filed or to be filed against the Sponsor in favor of the Depositor describing the Receivables sold pursuant to this Agreement contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party/Assignee."

(iii)      The Sponsor has not authorized the filing of and is not aware of any financing statements against the Sponsor that include a description of collateral covering the Receivables other than any financing statement relating to the security interest granted to the Depositor under this Agreement, by the Depositor to the Issuer under the Sale and Servicing Agreement or by the Issuer to the Indenture Trustee under the Indenture, or that has been terminated.

(l)        Chattel Paper. Each Receivable constitutes either "tangible chattel paper" or "electronic chattel paper" within the meaning of the applicable UCC and there is only one original authenticated copy of each Receivable.

(m)      Servicing. As of the Cutoff Date, each Receivable has been serviced in compliance with all material requirements of federal, State and local laws, and in compliance with the Credit and Collection Policy.

(n)       No Bankruptcy. As of the Cutoff Date, the Sponsor has not received actual notice that the Obligor on any Receivable is a debtor in a bankruptcy proceeding.

(o)       Receivables in Force. No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the lien granted by the related Receivable in whole or in part.

(p)       No Material Amendments or Modifications. No material provision of a Receivable has been affirmatively amended, except amendments and modifications that are contained in the Receivables Files. No Receivable has been amended or rewritten to extend the due date for any payment date other than in connection with a change of the monthly due date in accordance with the Credit and Collection Policy.

(q)       No Defenses. To the Sponsor's knowledge, no right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any Receivable.

(r)        No Payment Default. Except for payments that are not more than 30 days Delinquent as of the Cutoff Date, no payment defaults exist.

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(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.

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

(u)       Schedule of Receivables; Selection Procedures. The information in the Schedule of Receivables is true and correct in all material respects as of the Cutoff Date, and no selection procedures believed to be adverse to the Noteholders have been utilized in selecting the Receivables from other receivables of the Sponsor that meet the criteria specified in this Section 3.2.

(v)       Other Data. The numerical data relating to the characteristics of the Receivables contained in the Prospectus are true and correct in all material respects.

Section 3.3.     Repurchase of Receivables Upon Breach of Representations or Warranties by the Sponsor.

(a)       If a Responsible Person of the Sponsor has actual knowledge, or receives notice from the Issuer, the Depositor or the Indenture Trustee, of a breach of a representation or warranty made by the Sponsor pursuant to Section 3.2 that materially and adversely affects any Receivable and such breach has not been cured in all material respects by the last day of the second full Collection Period (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 remitting (or causing to be remitted) the Purchase Amount on the Business Day preceding the Payment Date after such Collection Period (or, with Rating Agency Confirmation, on such Payment Date). If Ford Credit is the Servicer, the Sponsor may remit 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

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pursuant to Section 3.3(a), and all security and documents relating to such Receivable. Upon such sale, the Servicer will mark its computer records indicating 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 obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Depositor's ability to perform its obligations under this Agreement.

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

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

(d)       No Proceedings. To the Depositor's knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having

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jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor's ability to perform its obligations under this Agreement or the validity or enforceability of this Agreement.

ARTICLE IV

COVENANTS OF THE SPONSOR

Section 4.1.     Filing and Maintenance of Financing Statements and Security Interests.

(a)       The Sponsor will file financing statements and continuation statements in the manner and place required by law to preserve, maintain and protect the interest of the Depositor in the Purchased Property. The Sponsor will deliver to the Depositor file-stamped copies of, or filing receipts for, any financing statement and continuation statement promptly upon such document becoming available following filing.

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

(c)       The Sponsor will give the Depositor at least 60 days' prior notice of any relocation of its chief executive office or change in its corporate structure, form of organization or jurisdiction of organization if, as a result of such relocation or change, Section 9-307 of the UCC could require the filing of a new financing statement or an amendment to a previously filed financing or continuation statement and will promptly file any such new financing statement or amendment. The Sponsor will maintain its chief executive office within the United States and will maintain its jurisdiction of organization in only one State.

(d)       The Sponsor will not change its name in any manner that could make any financing statement or continuation statement filed 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 5 days' prior notice of such change and promptly files appropriate amendments to all previously filed financing statements.

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Section 4.2.       Account Records and Computer Systems.

(a)       The Sponsor will maintain accurate accounts and records for each Receivable in sufficient detail to indicate the status of such Receivable, including payments and collections made and payments owing (and the nature of each).

(b)       The Sponsor will maintain its computer systems so that, from and after the Closing Date, the master computer records for the Receivables indicate clearly that each Receivable is owned by the Depositor or its assignee, which indication of ownership will not be deleted from or modified until the Receivable has been paid in full by the Obligor or repurchased by the Sponsor or the Depositor or purchased or sold by the Servicer under any Basic Document.

Section 4.3.     Inspections. The Sponsor, upon receipt of reasonable prior notice, will permit the Depositor and its agents at any time during the Sponsor's normal business hours to inspect, audit and make copies of and abstracts from the Sponsor's records regarding any Receivable subject to the Sponsor's normal security and confidentiality procedures and subject to the terms and conditions of a confidentiality agreement satisfactory to the Sponsor. Nothing in this Section 4.3 will affect the obligation of the Sponsor to observe any privacy and confidentiality law prohibiting disclosures of information regarding the Obligors and the failure of the Sponsor to provide access as a result of such obligations will not constitute a breach of this Section 4.3.

Section 4.4.     Accountants' Letter. The Sponsor will cause an Independent firm of certified public accountants of national reputation to deliver to the Depositor an "agreed upon procedures" letter, dated the Closing Date with respect to the financial and statistical information contained in the Prospectus relating to the Receivables, the Sponsor's portfolio and with respect to such other information, and in a form, as may be mutually agreed upon by the Sponsor, the Depositor and the Representatives. The letter will be addressed to the Issuer and the Representatives provided they execute any required engagement letters or other acknowledgements required by the Independent firm of certified public accountants. The Sponsor will cooperate with the Depositor and the Independent firm of certified public accountants in making available all information and taking all steps reasonably necessary to permit such accountants to deliver the letter.

ARTICLE V

MISCELLANEOUS

Section 5.1.       Amendment.

(a)       This Agreement may be amended by the Depositor and the Sponsor, with prior notice to the Rating Agencies, for any purpose if either (i) the Depositor or the Sponsor delivers an Opinion of Counsel to the Issuer, the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to them, to the effect that such amendment will not adversely affect the interests of the Noteholders in any material

9

respect or (ii) the consent of the Noteholders of at least a majority of the Note Balance of each Class of Notes Outstanding adversely affected in any material respect is obtained (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)       If the consent of the Noteholders is required, they do not need to approve the particular form of any proposed amendment so long as their consent approves the substance of the proposed amendment.

(c)       Promptly upon the execution of any amendment in accordance with this Section 5.1, the Sponsor will send a copy of such amendment to the Indenture Trustee and each Rating Agency.

Section 5.2.     Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given:

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

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

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

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

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

(b)       Any notice required or permitted to be mailed to a Noteholder must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this 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

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Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Sponsor. Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 5.5.     GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.6.     Submission to Jurisdiction. The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 5.7.     WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 5.8.     Severability. If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

Section 5.9.     Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 5.10.   Headings. The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 5.11.   No Waiver; Cumulative Remedies. No failure or delay of the Depositor in exercising any power, right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any power, right or remedy precludes any other or further exercise of such power, right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies provided in this Agreement are in addition to any powers, rights and remedies provided by law.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,

as Sponsor

By: /s/ Marion B. Harris
Name:   Marion B. Harris
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

EXHIBIT 99.3

Execution Version

ADMINISTRATION AGREEMENT

among

FORD CREDIT AUTO OWNER TRUST 2008-C,

as Issuer,

FORD MOTOR CREDIT COMPANY LLC,

as Administrator

and

THE BANK OF NEW YORK,

as Indenture Trustee

Dated as of May 1, 2008

TABLE OF CONTENTS

Page

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 THE ADMINISTRATOR	1
Section 3.1.	Duties of the Administrator with Respect to the DTC Letter	1
Section 3.2.	Duties of the Administrator with Respect to the Indenture	2
Section 3.3.	Additional Duties.	5
Section 3.4.	Audits of the Administrator	6
Section 3.5.	Additional Information to Be Furnished to the Issuer	6
Section 3.6.	Prohibition on Certain Actions	6
Section 3.7.	Duties with Respect to the Interest Rate Swaps	6
ARTICLE IV	INDEMNIFICATION	7
Section 4.1.	Indemnification.	7
ARTICLE V	RESIGNATION AND REMOVAL OF THE ADMINISTRATOR; TERM OF AGREEMENT	8
Section 5.1.	Resignation and Removal of the Administrator.	8
Section 5.2.	Appointment of Successor Administrator.	9
Section 5.3.	Action upon Termination, Resignation or Removal	9
Section 5.4.	Term of Agreement	9
ARTICLE VI	MISCELLANEOUS	10
Section 6.1.	Independence of the Administrator	10

Section 6.2.	Transactions with Affiliates; Other Transactions	10
Section 6.3.	Amendments	10
Section 6.4.	Notices.	10
Section 6.5.	Assignment	11
Section 6.6.	Third-Party Beneficiary	11
Section 6.7.	GOVERNING LAW	11
Section 6.8.	Submission to Jurisdiction	11
Section 6.9.	WAIVER OF JURY TRIAL	11
Section 6.10.	Severability	12
Section 6.11.	Counterparts	12
Section 6.12.	Headings	12
Section 6.13.	No Petition.	12
Section 6.14.	Not Applicable to Ford Credit in Other Capacities	12
Section 6.15.	Limitation of Liability of Owner Trustee and Indenture Trustee.	12

i

ADMINISTRATION AGREEMENT, dated as of May 1, 2008 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2008-C, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Administrator, and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee.

BACKGROUND

The Issuer was formed pursuant to the Trust Agreement and is issuing the Notes pursuant to the Indenture.

The Issuer has entered into certain agreements in connection with the issuance of the Notes, including the DTC Letter, the Interest Rate Swaps and the Indenture.

The Issuer and the Owner Trustee desire to have the Administrator perform certain duties of the Issuer and the Owner Trustee under the Basic Documents on the terms set forth in this Agreement.

ARTICLE I

USAGE AND DEFINITIONS

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. 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 Basic 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 THE ADMINISTRATOR

Section 3.1.     Duties of the Administrator with Respect to the DTC Letter. The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the DTC Letter. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the DTC Letter. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or

execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the DTC Letter.

Section 3.2.     Duties of the Administrator with Respect to the Indenture. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Indenture. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture. In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including (references are to sections of the Indenture):

(a)       preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and 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 (Section 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)        preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11);

(g)       ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2);

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

(i)        causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b));

2

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

(k)       obtaining and preserving the Issuer's qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4);

(l)        preparing all supplements and amendments to the 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);

(m)      notifying the Indenture Trustee in an Officer's Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b));

(n)       notifying the Indenture Trustee and the Rating Agencies of any Event of Servicing Termination under the Sale and Servicing Agreement and, if such Event of Servicing Termination arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreement with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d));

(o)       delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.8 and 3.9);

(p)       preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10);

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

(r)        monitoring the Issuer's obligations as to the satisfaction and discharge of the Indenture, preparing an Officer's Certificate and obtaining the required Opinions of Counsel (Section 4.1);

(s)       notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution or Qualified Trust Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1);

(t)        complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6);

3

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

(v)       removing the Indenture Trustee upon the occurrence of one the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8);

(w)      preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10);

(x)        inspecting the Indenture Trustee's books and records (Section 6.13);

(y)       furnishing the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);

(z)       preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3);

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

(bb)     preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the lien of the Indenture (Section 8.4);

(cc)     preparing Issuer Orders and Officer's Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, Rating Agency Confirmations 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);

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

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

(ff)      preparing all Officer's Certificates and obtaining Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a));

(gg)     preparing Officer's Certificates and obtaining Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(c)); and

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(hh)     effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 11.14).

Section 3.3.     Additional Duties.

(a)       In addition to the duties of the Administrator set forth in Sections 3.1 and 3.2, the Administrator will perform calculations and will prepare, file and deliver on behalf of the Issuer or the Owner Trustee, all such documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee will take all appropriate action that the Issuer or the Owner Trustee is required to take pursuant to the Basic Documents. Subject to Section 6.1 of this Agreement, the Administrator will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Basic Documents) that are not covered by any of the foregoing provisions and that are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator, 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 Basic Documents; and

(ii)       notifying the Owner Trustee, on or before the Closing Date and from time to time thereafter, of any licenses required to be obtained or maintained by the Owner Trustee under the laws of any State in connection with the duties and obligations of the Owner Trustee under the Basic Documents.

(b)       The Administrator will be responsible for performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositor and the holder of the Residual Interest in the Issuer such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns.

(c)       The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuer's 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 tax withholding is subsequently required or any previously required tax withholding is no longer required.

(d)       The Administrator will perform the duties of the Administrator specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties required to be performed by the Administrator pursuant to the Trust Agreement.

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(e)       The Administrator will either prepare, execute and deliver, or will direct the Servicer or the Depositor, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Sarbanes-Oxley Act of 2002.

(f)        Upon final distribution of any funds to the holder of the Residual Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 8.1(c) of the Trust Agreement.

Section 3.4.     Audits of the Administrator. The Administrator will, upon reasonable prior notice, permit any authorized representative of the Issuer, the Depositor, the Owner Trustee or the Indenture Trustee, during the Administrator's normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Administrator relating to the performance of the Administrator's obligations under this Agreement. In addition, the Administrator will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Administrator's officers and Independent certified public accountants, all at such reasonable times and as often as may reasonably be requested. Each of the Issuer, the Depositor, the Owner Trustee or the Indenture Trustee will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that such party, may reasonably determine that such disclosure is consistent with its obligations under this Agreement.

Section 3.5.     Additional Information to Be Furnished to the Issuer. The Administrator will furnish to the Issuer such additional information regarding the Collateral as the Issuer may reasonably request.

Section 3.6.     Prohibition on Certain Actions. Notwithstanding anything to the contrary in this Agreement, the Administrator will not (a) make any payments to the Noteholders under the Basic Documents, (b) sell the Collateral pursuant to Section 5.6 of the Indenture or (c) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf.

Section 3.7.     Duties with Respect to the Interest Rate Swaps. The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Interest Rate Swaps. The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer's duties under the Interest Rate Swaps. The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents that are the duty of the Issuer to prepare or deliver pursuant to the Interest Rate Swaps. In furtherance of the foregoing, the Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Interest Rate Swaps including:

(a)       Promptly following the early termination of any Interest Rate Swap due to a "termination event" or "event of default" (as such terms are defined in each Interest Rate Swap) (unless the Indenture Trustee is selling or liquidating the Collateral), the Administrator will use

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reasonable efforts to cause the Trust to enter into a replacement interest rate swap on terms similar to those of such Interest Rate Swap with an eligible swap counterparty. If any Swap Termination Receipts are to be applied as an initial payment to a replacement Swap Counterparty, the Administrator will direct the Indenture Trustee to retain such amounts and will provide the Indenture Trustee with written instructions regarding the application and payment of such amounts. If a Swap Counterparty is required to collateralize the related Interest Rate Swap, the Administrator will coordinate with the Indenture Trustee the establishment of collateral accounts, the holding of securities deposited therein and the investment of any cash deposited therein.

(b)       The Administrator will notify the Indenture Trustee of the occurrence or existence of a default, event of default or similar condition or event with respect to any Swap Counterparty or any credit support provider for a Swap Counterparty.

(c)       The Administrator will notify each Swap Counterparty of any proposed amendment or supplement to any of the Purchase Agreement, the Sale and Servicing Agreement, the Indenture or the Trust Agreement and obtain the consent of each Swap Counterparty, in each case if and to the extent required pursuant to such agreement or the Interest Rate Swaps.

(d)       The Administrator will provide the Rating Agencies with a copy of any proposed amendment or supplement to any Interest Rate Swap at least 5 days prior to the effective date of such amendment or supplement. Such proposed amendment or supplement will be effective only after receipt of Rating Agency Confirmation, unless such amendment or supplement clarifies any term or provision, corrects any inconsistency, cures any ambiguity or corrects any typographical error in such Interest Rate Swap.

(e)       The Administrator is designated as the Calculation Agent (as such term is defined in each Interest Rate Swap) pursuant to the Interest Rate Swaps and will perform such calculations and duties with respect to each Interest Rate Swap. The Administrator will calculate and notify each Swap Counterparty and the Indenture Trustee of the notional amount of the applicable Interest Rate Swap as of each Payment Date on or before the 12th day of the month in which such Payment Date occurs. The Administrator will also obtain the determination of LIBOR from the Calculation Agent under the Indenture, will calculate the amount of all Net Swap Payments, Net Swap Receipts, Swap Termination Payments and Swap Termination Receipts payable on each Payment Date and will notify each Swap Counterparty and the Indenture Trustee of such amounts prior to such Payment Date.

ARTICLE IV

INDEMNIFICATION

Section 4.1.     Indemnification.

(a)       The Depositor and the Administrator will indemnify, defend and hold harmless the Indenture Trustee and its officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Indenture Trustee's agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under the Indenture, including the costs and expenses of defending

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itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under the Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Indenture Trustee through the Indenture Trustee's willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising from the Indenture Trustee's breach of any of its representations or warranties set forth in the Indenture.

(b)       The Depositor and the Administrator will indemnify, defend and hold harmless the Owner Trustee and its officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Owner Trustee's agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under the Trust Agreement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under the Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Owner Trustee through the Owner Trustee's own willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising from the Owner Trustee's breach of any of its representations or warranties set forth in the Trust Agreement.

(c)        Promptly upon receipt byany Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made against the Depositor or the Administrator under Section 4.1(a) or (b), notify the Depositor and the Administrator of the commencement of such Proceeding. The Depositor or the Administrator may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Depositor or the Administrator and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned. After notice from the Depositor or the Administrator to the 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.

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.

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(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 15days (or, if such default cannot be cured in such time, does not give within 15 days such assurance of cure as is reasonably satisfactory to the Issuer); or

(ii)        an Insolvency Event occurs with respect to the Administrator.

(c)       The Administrator will notify the Issuer and the Indenture Trustee within 5 Business Days after the occurrence of an Insolvency Event with respect to the Administrator.

Section 5.2.     Appointment of Successor Administrator.

(a)       No resignation or removal of the Administrator pursuant to Section 5.1(a) or (b) will be effective until (i) a successor Administrator has been appointed by the Issuer at the direction of Noteholders of at least a majority of the Note Balance of the Controlling Class, or if no Notes are outstanding, by the holder of the Residual Interest, (ii) such successor Administrator has executed, acknowledged and delivered to the Issuer and to its predecessor Administrator an instrument accepting its appointment under this Agreement, and (iii) Rating Agency Confirmation has been obtained with respect to the proposed appointment. The Issuer will notify the Indenture Trustee of any such resignation or removal.

(b)       Upon the appointment of a successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator will immediately resign and such successor Servicer will automatically become the Administrator under this Agreement.

Section 5.3.     Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 5.4 or the resignation or removal of the Administrator pursuant to Sections 5.1 or 5.2(b), the Administrator will be entitled to be paid all fees and reimbursable expenses accruing to it through the date of such termination, resignation or removal. If this Agreement is terminated pursuant to Section 5.4, the Administrator will promptly deliver to the Issuer all property and documents relating to the Collateral then in the custody of the Administrator. If the Administrator resigns or is removed pursuant to Sections 5.1 or 5.2(b), the Administrator will cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator to the successor Administrator.

Section 5.4.     Term of Agreement. This Agreement will continue in force until the termination of the Issuer in accordance with Section 8.1 of the Trust Agreement, upon which event this Agreement will automatically terminate.

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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.

Section 6.3.     Amendments. This Agreement may be amended by a written amendment executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, without the consent of the Noteholders, so long as the Issuer or the Administrator delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not materially adversely affect the interest of the Noteholders. This Agreement also may be amended by the Issuer, the Administrator and the Indenture Trustee with the consent of the Owner Trustee and the Noteholders of a majority of the Note Balance of the Notes Outstanding, provided that no such amendment may reduce the percentage of the Noteholders required to consent to any such amendment, without the consent of each Noteholder adversely affected.

Section 6.4.     Notices.

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

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

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

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

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

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

(b)       Any notice required or permitted to be mailed to a Noteholder must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register. Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 6.5.     Assignment. This Agreement may not be assigned by the Administrator unless the Administrator obtains the consent of the Issuer and the Owner Trustee and Rating Agency Confirmation for such action. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee or Rating Agency Confirmation to a Person that is a successor (by merger, consolidation or purchase of assets) to the Administrator or to an Affiliate of the Administrator, provided that such Person or such Affiliate executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such Person or such Affiliate agrees to be bound under this Agreement in the same manner as the Administrator is bound under this Agreement. Subject to the foregoing, this Agreement will bind any successors or assigns of the parties to this Agreement.

Section 6.6.     Third-Party Beneficiary. This Agreement will inure to the benefit of and be binding upon the parties to this Agreement. The Owner Trustee will be a third-party beneficiary of this Agreement. Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 6.7.     GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.8.     Submission to Jurisdiction. The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 6.9.     WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL

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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 1 year and 1 day after the termination of this Agreement, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Basic Documents.

(b)       Notwithstanding any prior termination of this Agreement, the Issuer, the Administrator, the Owner Trustee and the Indenture Trustee will not, before the date which is 1 year and 1 day after the termination of this Agreement institute against, or join any other Person in instituting against, the Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Basic Documents.

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.

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(b)       This Agreement has been countersigned by The Bank of New York not in its individual capacity but solely as Indenture Trustee. In no event will The Bank of New York have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement, as to all of which recourse will be had solely to the assets of the Issuer.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT AUTO OWNER TRUST 2008-C,

as Issuer

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

By: /s/ Mildred F. Smith
Name:  Mildred F. Smith
Title:    Vice President

THE BANK OF NEW YORK,

not in its individual capacity but solely as Indenture Trustee

By: /s/ John Rooney
Name:  John Rooney
Title:    Assistant Treasurer

FORD MOTOR CREDIT COMPANY LLC,

as Administrator

By: /s/ Marion B. Harris
Name:    Marion B. Harris
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

EXHIBIT 99.4

Execution Version

ACCOUNT CONTROL AGREEMENT

between

FORD CREDIT AUTO OWNER TRUST 2008-C,

as Grantor

and

THE BANK OF NEW YORK

as Indenture Trustee

Dated as of May 1, 2008

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	2
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 Financial Institution's 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

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ACCOUNT CONTROL AGREEMENT, dated as of May 1, 2008 (this "Agreement") among FORD CREDIT AUTO OWNER TRUST 2008-C, a Delaware statutory trust, as Grantor, THE BANK OF NEW YORK, 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 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. 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 as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C" with account number 879555;

"Reserve Account – The Bank of New York as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C" with account number 879556;

"Principal Payment Account – The Bank of New York as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C" with account number 879557; and

"Swap Counterparty Collateral Account – The Bank of New York as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2008-C" with account number 879558.

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 (i) a "securities account" (as defined in Section 8-501 of the UCC) or (ii) 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;

(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 (i) directing disposition of funds in any Collateral Account or (ii) 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 herein, 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.

ARTICLE IV

INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS

Section 4.1.     Investment of Funds. If (i) 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 (ii) 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 on deposit in such Collateral Account in one or more investments described in clause (b) of the definition of Permitted Investments.

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ARTICLE V

SUBORDINATION OF FINANCIAL INSTITUTION'S 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 (i) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of each Collateral Account, (ii) 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 (iii) 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 send 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.

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 Financial Institution may terminate its obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee

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pursuant to the Indenture, provided that such termination will not 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;

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

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

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

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

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

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

(b)       Any notice required or permitted to be mailed to a Noteholder must be sent by overnight delivery, mailed by registered first class mail, postage prepaid,

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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 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.

[Remainder of Page Intentionally Left Blank]

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EXECUTED:

FORD CREDIT AUTO OWNER TRUST 2008-C

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 2008-C

By: /s/ Mildred F. Smith Name:  Mildred F. Smith Title:    Vice President

THE BANK OF NEW YORK,

solely in its capacity as "Indenture Trustee" for the "Noteholders"

By: /s/ John Rooney Name:  John Rooney Title:    Assistant Treasurer

THE BANK OF NEW YORK,

as securities intermediary

By: /s/ John Rooney Name:  John Rooney Title:    Assistant Treasurer

[Signature Page to Account Control Agreement]