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
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ESTABLISHMENT OF COLLATERAL ACCOUNTS
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Securities Account Provisions
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Control for Purposes of UCC
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Conflicting Orders or Instructions
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INVESTMENT OF FUNDS IN THE COLLATERAL
ACCOUNTS
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SUBORDINATION OF FINANCIAL INSTITUTION'S
LIEN; WAIVER OF SET-OFF
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Correspondence, Statements and
Confirmations
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Representation of the Financial
Institution
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Release of Financial Institution
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Existence of Other Agreements
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Conflict With Other Agreement
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Location of Financial Institution
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Submission to Jurisdiction
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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, 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; and
(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. The Financial Institution will (i) have no
obligation to investigate or inquire as to whether the Secured
Party is entitled pursuant to the Indenture or otherwise to deliver
any Secured Party Order and (ii) be entitled to rely on
communications (including Secured Party Orders) believed by it in
good faith to be genuine and given by the appropriate
party.
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