Exhibit 99.4
Execution Copy
ACCOUNT CONTROL AGREEMENT
between
FORD
CREDIT AUTO OWNER TRUST 2009-C,
as
Grantor
and
THE
BANK OF NEW YORK MELLON
as
Indenture Trustee
Dated
as of June 1, 2009
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
|
4
|
|
|
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
|
5
|
|
|
Section 7.3.
|
Location of Financial Institution
|
5
|
|
|
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
|
ACCOUNT CONTROL
AGREEMENT, dated as of June 1, 2009 (this " Agreement ")
among FORD CREDIT AUTO OWNER TRUST 2009-C, 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 June 1, 2009, among
Ford Credit Auto Owner Trust 2009-C, 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-C" with account
number 235825;
"Reserve Account
– The Bank of New York Mellon as Indenture Trustee, as
secured party for Ford Credit Auto Owner Trust 2009-C" with account
number 235826; and
"Principal Payment
Account – The Bank of New York Mellon as Indenture Trustee,
as secured party for Ford Credit Auto Owner Trust 2009-C" with
account number 235827.
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) &nb