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ACCOUNT CONTROL AGREEMENT
FORD CREDIT AUTO OWNER TRUST
THE BANK OF NEW YORK MELLON
Dated as of January 1, 2011
TABLE OF CONTENTS
ACCOUNT CONTROL AGREEMENT, dated as of January 1, 2011 (this “ Agreement ”), among FORD CREDIT AUTO OWNER TRUST 2011-A, 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 ”).
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 January 1, 2011, among Ford Credit Auto Owner Trust 2011-A, 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.
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 2011-A” with account number 879670;
“Reserve Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2011-A” with account number 879771; and
“Principal Payment Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2011-A” with account number 879772.
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 (a) a “securities account” (as defined in Section 8-501 of the UCC) or (b) 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 i