Underwriting Agreement

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FORD CREDIT AUTO OWNER TRUST 2008-B | Barclays Capital Inc | Deutsche Bank Securities Inc | Ford Motor Credit Company LLC

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Title: Underwriting Agreement
Governing Law: New York Date: 4/21/2008
Law Firm: Richards Layton;Thacher Proffitt

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Execution Version

Ford Credit Auto Receivables Two LLC

Ford Credit Auto Owner Trust 2008-B

Asset-Backed Securities

Underwriting Agreement

April 15, 2008

Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
each as an Underwriter
and as a Representative
of the other Underwriters named in

the Terms Annex

Ladies and Gentlemen:

1. Introduction . Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the " Depositor "), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the " Certificate of Formation ") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the " Limited Liability Company Agreement "), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (" Ford Credit "), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (the " Publicly Registered Notes ") described in the Terms Annex (the " Terms Annex ") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this " Agreement "). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the " Commission ") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the " Representatives ") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the " Underwriters "). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement.

The Publicly Registered Notes will be issued by a Delaware statutory trust (the " Trust ") identified in the Terms Annex and established under a trust agreement (the " Trust Agreement ") between the Depositor and an owner trustee (the " Owner Trustee "). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the " Class A-1 Notes ") and the Class B Notes, the Class C Notes and the Class D Notes (the " Class B Notes, " the " Class C Notes " and the " Class D Notes, " respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the " Notes "). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the " Class A-1 Note Purchase Agreement "). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the " Indenture ") between the Trust and an indenture trustee (the " Indenture Trustee ") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the " Receivables ") and certain other property of the Trust.

Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the " Purchase Agreement ") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the " Sale and Servicing Agreement "). Ford Credit (in such capacity, the " Servicer ") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the " Administration Agreement ") among Ford Credit, the Trust and the Indenture Trustee.

In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the " Control Agreement ").

The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an " Interest Rate Swap ") to hedge its interest rate risk.

Ford Credit and the Representatives have entered into an indemnification agreement (the " Indemnification Agreement ").

The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively referred to as the " Basic Documents ." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the " Transaction Documents ."

The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the " Act "), and the rules and regulations of the Commission under the Act (the " Rules and Regulations "), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the " Registration Statement ." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (" Rule 424(b) ") under the Act a prospectus supplement relating to the Publicly Registered Notes (the " Prospectus Supplement "). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the " Base Prospectus ," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the " Prospectus ." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the " Preliminary Prospectus ") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the " Static Pool Information ") relating to prior securitized pools in Annex 1 to the Preliminary Prospectus Supplement and the Prospectus Supplement.

At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the " Contracts of Sale ") with investors in

Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the " Time of Sale "), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a " Free Writing Prospectus ")) listed in the Terms Annex under "Time of Sale Information" (collectively, the " Time of Sale Information "). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the " Time of Sale " will refer to the time of entry into the first new Contract of Sale and the " Time of Sale Information " will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the " Corrective Information ") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, " Time of Sale " will refer to the time of entry into such initial Contract of Sale and " Time of Sale Information " with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

2. Representations and Warranties of the Depositor . The Depositor represents and warrants to and agrees with the Underwriters that, as of the date of this Agreement:

(a) Registration Statement and Prospectus . The Registration Statement has been declared effective by the Commission under the Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of the Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Act and the Registration Statement, did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by the Depositor of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus. When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the " TIA "), and at all times thereafter will be duly qualified under the TIA.

(b) Time of Sale Information . The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Depositor by an Underwriter through the Representatives expressly for use in such Time of Sale Information; provided that if subsequent to the Time of Sale but prior to or on the Closing Date the Depositor and the Representatives determine that the Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, for purposes of this paragraph, Time of Sale Information will include any Corrective Information provided to the Representatives or Underwriters by the Depositor in accordance with Section 5(c).

(c) Trust Free Writing Prospectus . Other than the Preliminary Prospectus and the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared or authorized, and will not prepare or authorize any "written communication" (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Publicly Registered Notes other than the documents, if any, listed as a Trust Free Writing Prospectus (each, a " Trust Free Writing Prospectus ") under "Time of Sale Information" in the Terms Annex. Each such Trust Free Writing Prospectus complied in all material respects with the Act, has been filed in accordance with Section 8 (to the extent required by Rule 433 under the Act) and, when taken together with the Preliminary Prospectus, such Trust Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Depositor by an Underwriter through the Representatives expressly for use in such Trust Free Writing Prospectus.

(d) Documents Incorporated by Reference . The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the " Exchange Act "); and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder.

(e) Organization and Qualification . The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Depositor is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Depositor's ability to perform its obligations under the Transaction Documents to which it is a party.

(f) No Conflicts and No Violation . The consummation of the transactions contemplated by the Transaction Documents to which the Depositor is a party and the fulfillment of the terms of the Transaction Documents to which the Depositor is a party will not (i) conflict

with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than the lien pursuant to the Sale and Servicing Agreement), (iii) violate the Certificate of Formation or Limited Liability Company Agreement, or (iv) violate any law or, to the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on the Depositor's ability to perform its obligations under the Transaction Documents to which it is a party.

(g) Power, Authorization and Enforceability . The Depositor has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is a party. The Depositor has authorized the execution, delivery and performance of the terms of this Agreement and on the Closing Date, the other Transaction Documents to which the Depositor will be a party will have been duly authorized, executed and delivered by the Depositor. Each of the Transaction Documents to which the Depositor will be a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors' rights generally or by general equitable principles.

(h) Conformity of Transaction Documents . The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

(i) Enforceability of Notes . On the Closing Date, the Publicly Registered Notes will have been duly executed, issued and delivered, and when authenticated by the Indenture Trustee and paid for by the Underwriters in accordance with this Agreement, will constitute valid and binding obligations of the Trust entitled to the benefits provided by the Indenture.

(j) Schedule of Receivables . The Schedule of Receivables to be delivered by Ford Credit as sponsor under the Purchase Agreement will be true and correct in all material respects as of the date specified in the Schedule of Receivables.

(k) Representations and Warranties in the Basic Documents . The representations and warranties of the Depositor in the Basic Documents to which it will be a party will be true and correct in all material respects as of the date specified.

(l) Ineligible Issuer . The Depositor is not, and on the date on which the first bona fide offer of the Publicly Registered Notes is made will not be, an "ineligible issuer," as defined in Rule 405 under the Act.

(m) Static Pool Information . The Static Pool Information will be true and correct in all material respects as of the date of the Preliminary Prospectus and as of the date of the Prospectus.

3. Purchase, Sale and Delivery of the Notes . On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the

terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex.

Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the " Closing Date ") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine.

Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Dewey & LeBoeuf LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (" DTC "). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.

4. Offering by Underwriters . The Depositor understands that the Underwriters intend to offer the Publicly Registered Notes for sale to the public (which may include selected dealers) upon the terms set forth in the Prospectus, in the Time of Sale Information and any Preliminary Prospectus.

5. Covenants of the Depositor . The Depositor covenants and agrees with the Underwriters:

(a) Preparation of Offering Documents . Immediately following the execution of this Agreement, to prepare a prospectus supplement setting forth such information from the Terms Annex and such other information as the Depositor deems appropriate.

(b) Filing of Prospectus and any Trust Free Writing Prospectus . If required, to transmit the Prospectus to the Commission within the applicable time period prescribed for such filings under the Rules and Regulations by a means reasonably calculated to result in a timely filing with the Commission pursuant to Rule 424(b) and subject to Section 8, file any Trust Free Writing Prospectuses to the extent required by Rule 433 under the Act.

(c) Delivery of Proposed Amendment or Supplement . Prior to the Closing Date, to furnish the Representatives with a copy of any proposed amendment or supplement to the Registration Statement, the Prospectus or the Time of Sale Information and to give the Representatives reasonable opportunity to review such amendment or supplement before it is filed and to provide any final Corrective Information to the Representatives or such Underwriter at a time prior to the new Time of Sale reasonably calculated to allow such Underwriter to provide such Corrective Information to each investor at least 24 hours prior to the new Time of Sale.

(d) Notice to the Representatives . Prior to the Closing Date, to advise the Representatives promptly (i) when any amendment to the Registration Statement or supplement to the Prospectus is filed or becomes effective, (ii) of any request by the Commission for any amendment to the Registration Statement or any supplement to the Prospectus, (iii) of any stop

order issued by the Commission suspending the effectiveness of the Registration Statement or the initiation or threat of any proceeding for that purpose, and (iv) of the receipt of any notification with respect to any suspension of the qualification of the Publicly Registered Notes for offer and sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and to use its best efforts to prevent the issuance of any such stop order or notification and, if issued, to promptly use its best efforts to obtain its withdrawal.

(e) Blue Sky Compliance . To endeavor to qualify the Publicly Registered Notes for offer and sale under the securities laws of such states as the Representatives may reasonably request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Publicly Registered Notes; provided that the Depositor will not be required to qualify as a foreign limited liability company to do business, or to file a general consent to service of process in any jurisdiction; and provided further that the expense of maintaining any such qualification more than one year from the Closing Date with respect to the Publicly Registered Notes will be at the Representatives' expense.

(f) Delivery of Prospectus . To furnish the Underwriters with copies of the Prospectus as amended or supplemented in such quantities as the Representatives may reasonably request prior to the Closing Date. If the delivery of a prospectus is required by law in connection with sales of any Publicly Registered Notes in the six-month period following the Closing Date, and either (i) an event has occurred as a result of which the Prospectus would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it is necessary during such same period to amend or supplement the Prospectus as amended or supplemented, to notify the Representatives and to prepare and furnish to the Representatives as the Representatives may from time to time reasonably request an amendment or a supplement to the Prospectus that will correct such statement or omission or effect such compliance. If an Underwriter is required by law to deliver a prospectus or other offering document in connection with sales of any Publicly Registered Notes at any time six months or more after the Closing Date, upon the Representatives' request, but at the expense of such Underwriter, the Depositor will prepare and deliver to such Underwriter as many copies as the Representatives may reasonably request of an amended or supplemented prospectus or offering document complying with the Act.

(g) Earnings Statement . To make generally available to Noteholders as soon as practicable, but in any event no later than eighteen months after the Closing Date, an earnings statement for the Trust complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Closing Date; provided that this covenant may be satisfied by posting the monthly investor report for the Trust on a publicly available website.

(h) Payment of Costs and Expenses . To pay or cause to be paid the following costs and expenses incident to the performance of its obligations hereunder: (i) the Commission's filing fees with respect to the Publicly Registered Notes; (ii) all fees of any rating agencies rating the Notes; (iii) all fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letter referred to in Section 6(a); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Sale and Servicing Agreement; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section

5(f)) relating to the Publicly Registered Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the performance of its obligations hereunder.

The Underwriters will pay the following costs and expenses incident to the performance of their obligations under this Agreement: (i) all Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with state securities law qualifications and any legal investment surveys; and (ii) the reasonable fees and expenses of counsel to the Underwriters. Except as provided in this subsection (h) and Section 10, the Underwriters will pay all their own costs and expenses, including the cost of printing any agreement among underwriters, transfer taxes on resale of the Publicly Registered Notes by the Underwriters, and any advertising expenses in connection with any offers that the Underwriters may make.

(i) Delivery of Reports . From the date of this Agreement until the retirement of the Publicly Registered Notes, or until such time as the Representatives advise the Depositor that the Underwriters have ceased to maintain a secondary market in the Publicly Registered Notes, whichever occurs first, to deliver to the Representatives upon request to the extent not otherwise available from any publicly available source copies of: (i) the annual statement of compliance, the Servicer's report on its assessment of compliance with the minimum servicing criteria and the related attestation report delivered pursuant to Article III of the Sale and Servicing Agreement, (ii) each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Article III of the Indenture, (iii) each material amendment to any Basic Document and (iv) each monthly investor report for the Trust.

(j) Cooperation with Rating Agencies . If the ratings provided with respect to the Publicly Registered Notes by the rating agency or agencies that initially rate the Publicly Registered Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor, the Depositor will furnish such documents and take any such other actions.

6. Conditions of the Obligations of the Underwriters . The obligations of the Underwriters to purchase and pay for the Publicly Registered Notes will be subject to the accuracy of the representations and warranties of the Depositor in this Agreement, to the accuracy of the statements of officers of the Depositor and Ford Credit made pursuant to the provisions of this Agreement, to the performance by the Depositor of its obligations under this Agreement and to the following additional conditions precedent:

(a) Accountant's Letter . On or prior to the Time of Sale and on or prior to the Closing Date, PricewaterhouseCoopers LLP (or other independent accountants reasonably acceptable to the Representatives) will have furnished to the Representatives a letter substantially in the form and substance of the draft to which the Representatives previously agreed, concerning information in the Preliminary Prospectus and the final Prospectus, respectively.

(b) Registration Compliance; No Stop Order . The Prospectus and each Trust Free Writing Prospectus will have been timely filed with the Commission under the Act (in the case of an Trust Free Writing Prospectus, to the extent required by Rule 433 under the Act) and in accordance with Section 5(b) of this Agreement; and, as of the Closing Date, no stop order will have been issued suspending the effectiveness of the Registration Statement or any post-effective amendment, and no proceedings for such purpose will be pending before or, to the knowledge of the Depositor, threatened by the Commission.

(c) Officer's Certificates as to Representations and Warranties . The Representatives will have received an officer's certificate dated the Closing Date of the Chairman of the Board, the President, an Executive Vice President, a Vice President, the Treasurer or any Assistant Treasurer of:

(i) Ford Credit, in which such officer will state that, to his or her knowledge after reasonable investigation, the representations and warranties of the Servicer contained in the Sale and Servicing Agreement and of Ford Credit contained in the Purchase Agreement are true and correct in all material respects and that Ford Credit has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under such agreements in all material respects.

(ii) The Depositor, in which such officer will state that, to his or her knowledge after reasonable investigation, the representations and warranties of the Depositor contained in the Trust Agreement, the Sale and Servicing Agreement and the Purchase Agreement are true and correct in all material respects, and that the Depositor has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under such agreements in all material respects.

(d) Officer's Certificates as to Conditions Precedent. The Representatives will have received as of the Closing Date an officer's certificate signed by the Chairman of the Board, the President, an Executive Vice President, the Treasurer or any Assistant Treasurer of the Depositor representing and warranting that the representations and warranties of the Depositor in this Agreement are true and correct in all material respects, and that the Depositor has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under this Agreement in all material respects.

(e) No Material Adverse Change . Since the dates as of which information is given in the Preliminary Prospectus, as amended or supplemented, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly (i) the business or assets of the Depositor, or any material adverse change in the financial position or results of operations of the Depositor or (ii) the business or assets of Ford Credit and its subsidiaries considered as a whole, or any material adverse change in the financial position or results of operations of Ford Credit and its subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Prospectus, which in any case makes it impracticable or inadvisable in the Representatives' reasonable judgment to proceed with the public offering or the delivery of the Publicly Registered Notes on the terms and in the manner contemplated in the Prospectus.

(f) War Out . Subsequent to the execution and delivery of this Agreement, the United States has not become engaged in hostilities which have resulted in the declaration of a national emergency or a declaration of war, which makes it impracticable or inadvisable in the Representatives' reasonable judgment to proceed with the public offering or the delivery of the Publicly Registered Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented.

(g) Inhouse Opinion. Susan J. Thomas, Esq., Secretary of the Depositor and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to

the Representatives, her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that:

(i) Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq. , as amended (the " Delaware Limited Liability Company Act "). Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party.

(ii) Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act. Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act.

(iii) The Depositor is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act. The Depositor is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of the Depositor to perform its obligations under the Transaction Documents to which it is a party.

(iv) The Depositor has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act. The Depositor has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware Limited Liability Company Act. The Depositor has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act.

(v) The execution and delivery by Ford Credit of each of the Transaction Documents to which it is a party and the consummation by Ford Credit of the transactions contemplated thereby, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default (in each case material to Ford Credit and its subsidiaries considered as a whole) under or result in the creation or imposition of any lien, charge or encumbrance (in each case material to Ford Credit and its subsidiaries considered as a whole), other than pursuant to the Transaction Documents, upon any of the properties or assets of Ford Credit pursuant to the terms of any indenture, mortgage, deed of trust, loan

agreement, guarantee, lease financing agreement or similar agreement or instrument known to me under which Ford Credit is a debtor or guarantor, nor will such action conflict with or violate any of the provisions of the Certificate of Formation or the Limited Liability Company Agreement of Ford Credit.

(vi) The execution and delivery by the Depositor and the Trust of each of the Transaction Documents to which it is a party and the consummation by each such Person of the transactions contemplated thereby (including the issuance and delivery of the Notes), will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under or result in the creation or imposition of any lien, charge or encumbrance, other than pursuant to the Transaction Documents, upon any of the properties or assets of the Depositor or the Trust pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Depositor or the Trust is a debtor or guarantor, nor will any such action conflict with or violate any of the provisions of the Certificate of Formation or the LLC Agreement of the Depositor or the Certificate of Trust or the Trust Agreement of the Trust.

(vii) Such counsel does not know of any legal or governmental proceedings pending or threatened against Ford Credit, the De