0001104659-12-079530 Sample Contracts

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 2012-D Dated as of November 1, 2012
Trust Agreement • November 21st, 2012 • Ford Credit Auto Owner Trust 2012-D • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 1, 2012 (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 2012-D.

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INDENTURE between FORD CREDIT AUTO OWNER TRUST 2012-D, as Issuer and THE BANK OF NEW YORK MELLON, as Indenture Trustee Dated as of November 1, 2012
Indenture • November 21st, 2012 • Ford Credit Auto Owner Trust 2012-D • Asset-backed securities • New York

INDENTURE, dated as of November 1, 2012 (this “Indenture”), between FORD CREDIT AUTO OWNER TRUST 2012-D, a Delaware statutory trust, as Issuer, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee for the benefit of the Secured Parties.

ACCOUNT CONTROL AGREEMENT among FORD CREDIT AUTO OWNER TRUST 2012-D, as Grantor and THE BANK OF NEW YORK MELLON as Secured Party and Financial Institution Dated as of November 1, 2012
Account Control Agreement • November 21st, 2012 • Ford Credit Auto Owner Trust 2012-D • Asset-backed securities • New York

ACCOUNT CONTROL AGREEMENT, dated as of November 1, 2012 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2012-D, a Delaware statutory trust, as Grantor (the “Grantor”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee for the benefit of the Noteholders (in such capacity, the “Secured Party”), and THE BANK OF NEW YORK MELLON in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”).

PURCHASE AGREEMENT between FORD MOTOR CREDIT COMPANY LLC, as Sponsor and FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor Dated as of November 1, 2012
Purchase Agreement • November 21st, 2012 • Ford Credit Auto Owner Trust 2012-D • Asset-backed securities • New York

PURCHASE AGREEMENT, dated as of November 1, 2012 (this “Agreement”), between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Sponsor, and FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor.

ADMINISTRATION AGREEMENT among FORD CREDIT AUTO OWNER TRUST 2012-D, as Issuer, FORD MOTOR CREDIT COMPANY LLC, as Administrator and THE BANK OF NEW YORK MELLON, as Indenture Trustee Dated as of November 1, 2012
Administration Agreement • November 21st, 2012 • Ford Credit Auto Owner Trust 2012-D • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of November 1, 2012 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2012-D, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Administrator, and THE BANK OF NEW YORK MELLON, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee.

SALE AND SERVICING AGREEMENT among FORD CREDIT AUTO OWNER TRUST 2012-D, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor and FORD MOTOR CREDIT COMPANY LLC, as Servicer Dated as of November 1, 2012
Sale and Servicing Agreement • November 21st, 2012 • Ford Credit Auto Owner Trust 2012-D • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of November 1, 2012 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2012-D, a Delaware statutory trust, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer.

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