Exhibit 99.4
Execution Copy
ACCOUNT CONTROL AGREEMENT
between
FORD CREDIT AUTO OWNER TRUST 2009-B,
as Grantor
and
THE BANK OF NEW YORK MELLON
as Indenture Trustee
Dated as of May 1, 2009
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
ESTABLISHMENT OF COLLATERAL ACCOUNTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Account Provisions
|
|
|
|
|
|
|
|
Control for Purposes of UCC
|
|
|
|
Conflicting Orders or Instructions
|
|
|
|
INVESTMENT OF FUNDS IN THE COLLATERAL
ACCOUNTS
|
|
|
|
|
|
|
|
SUBORDINATION OF FINANCIAL INSTITUTION'S
LIEN; WAIVER OF SET-OFF
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Correspondence, Statements and
Confirmations
|
|
|
|
Representation of the Financial
Institution
|
|
|
|
Release of Financial Institution
|
|
|
|
|
|
|
|
Existence of Other Agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conflict With Other Agreement
|
|
|
|
Location of Financial Institution
|
|
|
|
|
|
|
|
Submission to Jurisdiction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCOUNT CONTROL AGREEMENT, dated as
of May 1, 2009 (this " Agreement ") among FORD CREDIT AUTO
OWNER TRUST 2009-B, a Delaware statutory trust, as Grantor, THE
BANK OF NEW YORK MELLON, a New York banking corporation, as
Indenture Trustee for the benefit of the Noteholders, (in such
capacity, the " Secured Party ") and THE BANK OF NEW YORK
MELLON in its capacity as both a "securities intermediary" as
defined in Section 8-102 of the UCC and a "bank" as defined in
Section 9-102 of the UCC (in such capacities, the " Financial
Institution ").
ARTICLE I
USAGE AND DEFINITIONS
Section
1.1.
Usage and Definitions . Capitalized terms used
but not otherwise defined in this Agreement are defined in Appendix
A to the Sale and Servicing Agreement, dated as of May 1, 2009,
among Ford Credit Auto Owner Trust 2009-B, as Issuer, Ford Credit
Auto Receivables Two LLC, as Depositor and Ford Motor Credit
Company LLC, as Servicer. Appendix A also contains rules
as to usage applicable to this Agreement. Appendix A is
incorporated by reference into this Agreement. All
references to the " UCC " mean the Uniform Commercial Code
as in effect in the State of New York.
ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS
Section
2.1.
Description of Account . The Financial
Institution has established the following accounts (each, a "
Collateral Account "):
"Collection Account – The Bank
of New York Mellon as Indenture Trustee, as secured party for Ford
Credit Auto Owner Trust 2009-B" with account number
235821;
"Reserve Account – The Bank of
New York Mellon as Indenture Trustee, as secured party for Ford
Credit Auto Owner Trust 2009-B" with account number 235822;
and
"Principal Payment Account –
The Bank of New York Mellon as Indenture Trustee, as secured party
for Ford Credit Auto Owner Trust 2009-B " with account number
235823.
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, f