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EXHIBIT 1.2
INDEMNIFICATION AGREEMENT
Indemnification Agreement dated [ ], (this "Agreement") between
Ford Motor
Credit Company ("Ford Credit"), [ ], [ ] and [ ], in their
individual capacities
and as Representatives (the "Representatives") of the several
underwriters
(collectively, the "Underwriters") signing the underwriting
agreement (the
"Underwriting Agreement") dated as of ________, 200_, among the
Representatives
and Ford Credit Auto Receivables Two LLC, a Delaware limited
liability company
(the "Depositor").
The
Depositor proposes to sell the notes described in the
Underwriting
Agreement to the Underwriters (the "Notes"). The Notes will be
issued by a
Delaware statutory trust (the "Trust") identified in the
Underwriting Agreement
and established under a trust agreement (the "Trust Agreement")
between the
Depositor and an owner trustee (the "Owner Trustee"), and will be
secured by a
pool of motor vehicle retail installment sale contracts for new and
used
automobiles and trucks (the "Receivables") and certain other
property of the
Trust. The Notes will be issued pursuant to an indenture (the
"Indenture")
between the Trust and an indenture trustee (the "Indenture
Trustee").
This
Agreement is being entered into by the parties hereto as a
condition
precedent to the obligation of the Underwriters under the
Underwriting Agreement
and to induce the Underwriters to enter into the same. The
provisions of this
Agreement relate solely to the Publicly Registered Notes and the
Exempt Notes.
Capitalized terms used and not otherwise defined will have the
meanings given
them in the Underwriting Agreement.
1.
Indemnification and Contribution
(a) Ford Credit will indemnify and hold each Underwriter
harmless
against any losses, claims, damages or liabilities, joint or
several, to which
such Underwriter may become subject, under the Act or otherwise,
insofar as such
losses, claims, damages or liabilities (or actions in respect
thereof) arise out
of or are based upon any untrue statement or alleged untrue
statement of any
material fact contained in the Registration Statement, the
Prospectus, the
Offering Memorandum, the Preliminary Prospectus, the Preliminary
Offering
Memorandum, or any amendment or supplement to any of such
documents, or any
Trust Free Writing Prospectus or the Time of Sale Information or
arise out of or
are based upon the omission or alleged omission to state therein a
material fact
required to be stated therein or necessary to make the statements
therein not
misleading in light of the circumstances under which they were made
not
misleading, and will reimburse each Underwriter for any legal or
other expenses
reasonably incurred by such Underwriter in connection with
investigating or
defending any such action or claim; provided, however, that Ford
Credit will not
be liable in any such case to the extent that any such loss, claim,
damage or
liability arises out of or is based upon an untrue statement or
alleged untrue
statement in or omission or alleged omission from any of such
documents in
reliance upon and in conformity with written information furnished
to the
Depositor by any Underwriter through the Representatives
specifically for use
therein; and provided further, that Ford Credit will not be liable
to any
Underwriter or any person controlling any Underwriter under the
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indemnity agreement in this subsection (a) with respect to any of
such documents
to the extent that any such loss, claim, damage or liability
results from the
fact that such Underwriter either (i) sold the Publicly Registered
Notes to a
person to whom there was not sent or given, at or prior to the Time
of Sale, a
copy of the Preliminary Prospectus or the Time of Sale Information,
whichever is
more recent, if the Depositor has previously furnished copies
thereof to such
Underwriter, or (ii) sold the Exempt Notes to a person to whom
there was not
sent or given, at or prior to the Time of Sale, a copy of the
Preliminary
Offering Memorandum (including the Prospectus attached thereto) and
if more
recent, the Time of Sale Information, if the Depositor has
previously furnished
copies thereof to such Underwriter.
The
indemnity agreement in this subsection (a) will be in addition to
any
liability which Ford Credit may otherwise have and will extend,
upon the same
terms and conditions, to each person, if any, who controls any
Underwriter
within the meaning of the Act.
(b) Each Underwriter, severally and not jointly, will indemnify
and
hold harmless Ford Credit against any losses, claims, damages or
liabilities to
which Ford Credit may become subject, under the Act or otherwise,
insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof)
arise out of or are based upon any untrue statement or alleged
untrue statement
of any material fact in the Registration Statement, the Prospectus,
the Offering
Memorandum, the Preliminary Prospectus, the Preliminary Offering
Memorandum, or
any amendment or supplement to any such documents, or any Free
Writing
Prospectus or the Time of Sale Information, or arise out of or are
based upon
the omission or the alleged omission to state therein a material
fact required
to be stated therein or necessary to make the statements therein
not misleading
in light of the circumstances under which they were made not
misleading, in each
case to the extent, but only to the extent, that such untrue
statement or
alleged untrue statement or omission or alleged omission was made
in any of such
documents (i) in reliance upon and in conformity with written
information
furnished to the Depositor by such Underwriter through the
Representatives
specifically for use therein or (ii) in an Underwriter Free Writing
Prospectus
prepared by such Underwriter and is not Trust Information, and will
reimburse
any legal or other expenses reasonably incurred by Ford Credit in
connection
with investigating or defending any such action or claim.
The
indemnity agreement in this subsection (b) will be in addition to
any
liability which each Underwriter may otherwise have and will
extend, upon the
same terms and conditions, to each person, if any, who controls
Ford Credit
within the meaning of the Act.
(c) Promptly after receipt by an indemnified party under
subsection
(a) or (b) of written notice of the commencement of any action,
such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying
party under subsection (a) or (b) above, notify th
