Ford Credit Auto Owner Trust 2009-E 424B2 Prospectus for primary offering

Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-143316-10

Prospectus Supplement to Prospectus Dated November 16, 2009

$1,127,300,000

Ford Credit Auto Owner Trust 2009-E

Issuing Entity or Trust


Ford Credit Auto		Ford Motor
Receivables Two LLC Depositor		Credit Company LLC Sponsor and Servicer

Before you purchase any notes, be sure you understand the structure and the risks. You should review carefully the risk factors beginning onpage S-12 of this prospectus supplement and on page 6 of the prospectus.

The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the depositor or any of their affiliates.

This prospectus supplement may be used to offer and sell the notes only if accompanied by the prospectus.


				Final Scheduled
The trust will issue:	Principal Amount		Interest Rate	Payment Date

Class A-1 notes⁽¹⁾	$	455,000,000	0.29487%	December 15, 2010
Class A-2 notes		328,000,000	0.80%	March 15, 2012
Class A-3 notes		602,000,000	1.51%	January 15, 2014
Class A-4 notes		197,300,000	2.42%	November 15, 2014
Class B notes⁽¹⁾		49,900,000	3.09%	April 15, 2015
Class C notes⁽¹⁾		33,300,000	3.42%	August 15, 2015
Class D notes⁽¹⁾		33,300,000	5.53%	May 15, 2016

Total	$	1,698,800,000


⁽¹⁾	TheClass A-1, Class B, Class C and Class D notes are not being offered by this prospectus supplement or the prospectus.


•	The notes will be backed by a pool of car and light truck receivables purchased by Ford Credit from dealers.

•	The trust will pay interest and principal on the notes on the 15th day of each month (or if not a business day, the next business day). The first payment date will be December 15, 2009. The trust will pay each class of notes in full on its final scheduled payment date (or if not a business day, the next business day) if not paid in full prior to such date.

•	The trust will pay principal sequentially to each class of notes in order of seniority (starting with theClass A-1 notes) until each class is paid in full.

•	The credit enhancement for the notes will be a reserve account, subordination, overcollateralization and excess spread.

The pricing terms of the offered notes are:


		Underwriting	Proceeds to the
	Price to Public	Discount	Depositor⁽¹⁾

Class A-2 notes	99.99051%	0.250%	99.74051%
Class A-3 notes	99.98203%	0.325%	99.65703%
Class A-4 notes	99.99769%	0.450%	99.54769%

Total	$1,127,156,135.77	$3,664,350.00	$1,123,491,785.77


⁽¹⁾	Before deducting expenses estimated to be $1,100,000 and any selling concessions rebated to the depositor by any underwriter due to sales to affiliates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Barclays Capital

J.P. Morgan

Morgan Stanley


Credit Suisse	HSBC

The date of this prospectus supplement is November 18, 2009

TABLE OF CONTENTS


Reading this Prospectus Supplement and the Prospectus		S-3
Forward-Looking Statements		S-3
Transaction Structure Diagram		S-4
Transaction Parties and Documents Diagram		S-5
Summary of the Notes		S-6
Summary of the Transaction Structure		S-8
Risk Factors		S-12
Transaction Parties		S-16
Depositor		S-16
Issuing Entity		S-16
Indenture Trustee		S-16
Owner Trustee		S-16
Sponsor		S-17
Material Changes to Origination, Purchasing and Underwriting Policies and Procedures		S-17
Static Pool Information — Prior Securitized Pools		S-20
Servicer		S-20
Material Changes to Servicing Policies and Procedures		S-22
Ratings of the Servicer		S-22
Receivables		S-23
Criteria for Selection of the Receivables		S-23
Composition of the Receivables		S-24
Maturity and Prepayment Considerations		S-27
General		S-27
Weighted Average Life of the Notes		S-27
Description of the Notes		S-31
Available Funds		S-31
Payments of Interest		S-31
Payments of Principal		S-32
Priority of Payments		S-34
Events of Default and Acceleration		S-36
Post-Acceleration Priority of Payments		S-36
Residual Interest; Issuance of Additional Securities		S-36
Optional Redemption or “Clean Up Call” Option		S-37
Credit Enhancement		S-37
Reserve Account		S-37
Subordination		S-38
Overcollateralization		S-38
Excess Spread		S-41
Transaction Fees and Expenses		S-41
Monthly Investor Reports		S-41
Annual Compliance Reports		S-42
Transfers of the Receivables		S-43
Representations About the Receivables		S-43
Obligation to Repurchase Ineligible Receivables Upon Breach		S-43
Affiliations and Certain Relationships and Related Transactions		S-44
Tax Matters		S-44
ERISA Considerations		S-45
Underwriting		S-45
Legal Opinions		S-46
Index of Defined Terms in the Prospectus Supplement		S-47
Annex A: Static Pool Information — Prior Securitized Pools		A-1

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READING THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS

This prospectus supplement and the prospectus provide information about Ford Credit Auto Owner Trust 2009-E and the terms of the notes to be issued by the trust. You should rely only on information provided or referenced in this prospectus supplement and the prospectus. Ford Credit has not authorized anyone to provide you with different information.

This prospectus supplement begins with the following brief introductory sections:


	•	Transaction Structure Diagram — illustrates the structure of this securitization transaction, including the credit enhancement available to the notes,

	•	Transaction Parties and Documents Diagram — illustrates the role that each transaction party and transaction document plays in this securitization transaction,

	•	Summary of the Notes — describes the main terms of the notes,

	•	Summary of the Transaction Structure — describes the cash flows in this securitization transaction and the credit enhancement available to the notes, and

	•	Risk Factors — describes the most significant risks of investing in the notes.

The other sections of this prospectus supplement contain more detailed descriptions of the notes and the structure of this securitization transaction. Cross-references refer you to more detailed descriptions of a particular topic or related information elsewhere in this prospectus supplement or the prospectus. The Table of Contents on the preceding page contains references to key topics.

An index of defined terms is at the end of this prospectus supplement and at the end of the prospectus.

FORWARD-LOOKING STATEMENTS

Any projections, expectations and estimates contained in this prospectus supplement are not purely historical in nature but are forward-looking statements based upon information and certain assumptions Ford Credit and the depositor consider reasonable, subject to uncertainties as to circumstances and events that have not as yet taken place and are subject to material variation. Neither Ford Credit nor the depositor has any obligation to update or otherwise revise any forward-looking statements including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments that may arise after the date of this prospectus supplement.

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TRANSACTION STRUCTURE DIAGRAM

The following diagram provides a simplified overview of the structure of this securitization transaction, the relations between the parties and the credit enhancement available for the notes. You should read this prospectus supplement and the prospectus in their entirety for a more detailed description of this securitization transaction.


⁽¹⁾	The reserve account will be funded on the closing date at 1.00% of the initial pool balance.

⁽²⁾	Overcollateralization is the amount by which the pool balance or adjusted pool balance exceeds the principal amount of the notes. The “adjusted pool balance” is the pool balance reduced by the yield supplement overcollateralization amount. Initially, the Class A, Class B and Class C notes will be approximately fully collateralized on an adjusted pool balance basis and together with the Class D notes will be undercollateralized by approximately 2.00% on an adjusted pool balance basis.

⁽³⁾	The targeted overcollateralization amount will adjust each period and is calculated as described under“Credit Enhancement — Overcollateralization” in this prospectus supplement.

⁽⁴⁾	The yield supplement overcollateralization amount is a component of the targeted overcollateralization amount and is calculated as described under“Credit Enhancement — Overcollateralization” in this prospectus supplement.

⁽⁵⁾	Excess spread is available, as a component of available funds, to make required principal payment on the notes and, as a result, provides a source of funds to absorb losses on the receivables and to increase overcollateralization until the targeted overcollateralization amount is reached.

⁽⁶⁾	All notes other than the Class D notes benefit from subordination of more junior classes to more senior classes. The subordination varies depending on whether interest or principal is being paid and whether an event of default that results in acceleration has occurred. For a more detailed description of subordination within the transaction, you should read“Description of the Notes — Priority of Payments”,“— Post-Acceleration Priority of Payments” and“Credit Enhancement — Subordination” in this prospectus supplement.

⁽⁷⁾	All available funds remaining after payments in respect of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payment and any required deposits to the reserve account, including the portion of such remaining available funds that constitutes excess spread, will be used, first, to pay principal of theClass A-1 notes until paid in full and, thereafter, to pay principal on the remaining notes until the targeted overcollateralization amount is reached.

⁽⁸⁾	The residual interest will be held initially by the depositor and represents the right to all funds not needed to make required payments on the notes, pay fees and expenses of the trust or make deposits to the reserve account.

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TRANSACTION PARTIES AND DOCUMENTS DIAGRAM

The following diagram shows the role of each transaction party and the obligations that are governed by each transaction document in this securitization transaction. Forms of the documents identified in this diagram are included as exhibits to the registration statement filed with the SEC that includes the prospectus.

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SUMMARY OF THE NOTES

This summary describes the main terms of the issuance of and payments on the notes. It does not contain all of the information that you should consider in making your investment decision. To understand fully the terms of the notes, you should read this prospectus supplement and the prospectus, especially “Risk Factors” beginning onpage S-12 of this prospectus supplement.

Transaction Overview

The depositor will use the proceeds from the sale of the notes to purchase from Ford Credit a pool of retail installment sale contracts, or “receivables,” that were purchased by Ford Credit from motor vehicle dealers. The trust will issue the notes to the depositor in exchange for the receivables on the closing date. The depositor will sell the offered notes to the underwriters who will sell them to you.

Transaction Parties

Sponsor, Servicer and Administrator

Ford Motor Credit Company LLC, or “Ford Credit”

Depositor

Ford Credit Auto Receivables Two LLC

Issuing Entity or Trust

Ford Credit Auto OwnerTrust 2009-E

Indenture Trustee

The Bank of New York Mellon.

Owner Trustee and Delaware Trustee

U.S. Bank Trust National Association

Closing Date

The trust expects to issue the notes on or about November 30, 2009, the “closing date.”

Cutoff Date

The trust will be entitled to collections on the receivables applied on or after November 1, 2009, the “cutoff date.”

Notes

The trust will issue the following classes of notes:


	Principal
	Amount		Interest Rate

Class A-1 notes⁽¹⁾	$	455,000,000	0.29487%
Class A-2 notes	$	328,000,000	0.80%
Class A-3 notes	$	602,000,000	1.51%
Class A-4 notes	$	197,300,000	2.42%
Class B notes⁽¹⁾	$	49,900,000	3.09%
Class C notes⁽¹⁾	$	33,300,000	3.42%
Class D notes⁽¹⁾	$	33,300,000	5.53%


⁽¹⁾	TheClass A-1, Class B, Class C and Class D notes are not being offered by this prospectus supplement or the prospectus.

TheClass A-2,Class A-3 andClass A-4 notes are being offered by this prospectus supplement and the prospectus and are referred to as the “offered notes” and together with the ClassA-1 notes, the “Class A notes.”

The depositor initially will retain the Class B, Class C and Class D notes and the residual interest in the trust.

Payment Dates

The trust will pay interest and principal on the notes on “payment dates” which will be the 15th day of each month (or if not a business day, the next business day). The first payment date will be December 15, 2009.

The notes, except theClass A-1 notes, will accrue interest on a“30/360” basis from the 15th day of the preceding month to the 15th day of the current month (or from the closing date to December 15, 2009, for the first period).

TheClass A-1 notes will accrue interest on an“actual/360” basis from the preceding payment date (or from the closing date, for the first period) to the following payment date.

The final scheduled payment date for each class of notes is listed below. It is expected that each class of notes will be paid in full earlier than its final scheduled payment date.


	Final Scheduled
	Payment Date

Class A-1 notes		December 15, 2010
Class A-2 notes		March 15, 2012
Class A-3 notes		January 15, 2014
Class A-4 notes		November 15, 2014
Class B notes		April 15, 2015
Class C notes		August 15, 2015
Class D notes		May 15, 2016

For a more detailed description of the payment of interest and principal on each payment date, you should read “Description of the Notes — Payments of Interest” and “— Payments of Principal” in this prospectus supplement.

S-6

Optional Redemption or “Clean Up Call” Option

The servicer will have a “clean up call” option to purchase all of the receivables on any payment date that the pool balance is 5% or less of the initial pool balance. The servicer may exercise its clean up call option only if the purchase price for the receivables will be sufficient to pay in full the notes and all fees and expenses of the trust. Upon the servicer’s exercise of its clean up call option, your notes will be redeemed and paid in full.

Form and Minimum Denomination

The notes will be issued in book-entry form. The offered notes will be available in minimum denominations of $100,000 and in multiples of $1,000.

Ratings

The depositor expects that the Class A notes will receive the indicated ratings from the nationally recognized statistical rating organizations, or “rating agencies,” listed below. It is a condition to the issuance of the Class A notes that each class receive such ratings:


	S&P	Moody’s

Class A-1 notes	A-1+		P-1
Class A-2 notes	AAA		Aaa
Class A-3 notes	AAA		Aaa
Class A-4 notes	AAA		Aaa

The depositor expects that the Class B, Class C and Class D notes will receive at least the indicated rating from the rating agencies listed below. It is not a condition to the issuance of the notes that the Class B, Class C or Class D notes receive such ratings.


	S&P	Moody’s

Class B notes	A	A2
Class C notes	BBB	Baa2
Class D notes	BB	Ba2

The ratings of the notes address the likelihood of the payment of principal and interest on the notes according to their terms. Each rating agency rating the notes will monitor the ratings using its normal surveillance procedures. Any rating agency may change or withdraw an assigned rating at any time. Any rating action taken by one rating agency may not necessarily be taken by the other rating agency.

Tax Status

If you purchase a Class A note, you agree by your purchase that you will treat your Class A note as debt for U.S. federal, state and local income and franchise tax purposes.

Dewey & LeBoeuf LLP will deliver its opinions that, for federal income tax purposes:


•	the Class A notes will be treated as debt, and

•	the trust will not be classified as an association or publicly traded partnership taxable as a corporation.

For more information about the application of U.S. federal, state and local tax laws, you should read “Tax Matters” in this prospectus supplement and in the prospectus.

ERISA Considerations

The Class A notes generally will be eligible for purchase by employee benefit plans.

For more information about the treatment of the Class A notes under ERISA, you should read “ERISA Considerations” in this prospectus supplement and in the prospectus.

Contact Information for the Depositor

Ford Credit Auto Receivables Two LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters,Suite 801-C1

One American Road

Dearborn, Michigan 48126


Attention:	Ford Credit SPE Management Office

Telephone number: (313) 594-3495

Fax number: (313) 390-4133

Contact Information for the Servicer

Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters,Suite 801-C1

One American Road

Dearborn, Michigan 48126


Attention:	Securitization Operations Supervisor

Telephone number: (313) 206-5899

Fax number: (313) 390-4133

Website: www.fordcredit.com

CUSIP Numbers


		CUSIP

Class A-2 notes		34529H AB9
Class A-3 notes		34529H AC7
Class A-4 notes		34529H AD5

S-7

SUMMARY OF THE TRANSACTION STRUCTURE

This structural summary describes the assets of the trust, the cash flows in this securitization transaction and the credit enhancement available to the notes. To understand fully the transaction structure, you should read this prospectus supplement and the prospectus completely.

Receivables

The receivables that will be sold to the trust are retail installment sale contracts secured by new and used cars and light trucks. As of the cutoff date, the aggregate principal balance of the receivables was $1,849,663,230.31, the “initial pool balance.”

Summary characteristics of the receivables as of the cutoff date:


Number of receivables				91,401
Average principal balance				$20,236.79
Weighted average⁽¹⁾ APR				5.05%
Weighted average⁽¹⁾ FICO^® score				719
Weighted average⁽¹⁾ remaining term				53.4 months
Weighted average⁽¹⁾ original term				59.9 months
Original term over 60 months⁽²⁾				37.17%
Remaining term over 60 months⁽²⁾				27.16%
New vehicle at origination⁽²⁾				84.94%


⁽¹⁾	Weighted averages are weighted by the principal balance of each receivable on the cutoff date.

⁽²⁾	As a percentage of initial pool balance.

For more information about the characteristics of the receivables, you should read “Receivables — Composition of the Receivables” in this prospectus supplement.

Trust Assets

The trust assets will include:


•	the receivables and collections on the receivables applied on or after the cutoff date,

•	security interests in the financed vehicles,

•	proceeds from claims on any insurance policies covering the financed vehicles or the obligors,

•	rights in the reserve account, and

•	rights under the transaction documents for the repurchase of ineligible receivables, and purchase of servicer impaired receivables and servicer modified receivables.

Servicer

Ford Credit will be the servicer of the receivables.

The trust will pay the servicer a servicing fee for each month equal to 1/12 of 1% of the pool balance at the beginning of the preceding month.

Priority of Payments

On each payment date, the trust will apply available funds for the collection period to make payments in the order of priority listed below. Available funds generally will include all amounts collected on the receivables. This priority will apply unless the notes are accelerated after an event of default:


(1)	Fees and Expenses — to the indenture trustee and the owner trustee, all fees, expenses and indemnities due, and to or at the direction of the trust, any expenses of the trust, up to a maximum amount of $150,000 per year,

(2)	Servicing Fee — to the servicer, the servicing fee,

(3)	Class A Note Interest — to the Class A noteholders, interest due on the Class A notes, pro rata based on the principal amount of the Class A notes,

(4)	First Priority Principal Payment — to the Class A noteholders, sequentially by class, the amount equal to the excess of (a) the principal amount of the Class A notes, over (b) the adjusted pool balance,

(5)	Class B Note Interest — to the Class B noteholders, interest due on the Class B notes,

(6)	Second Priority Principal Payment — to the Class A and Class B noteholders, sequentially by class, the amount equal to the excess of (a) the principal amount of the Class A and Class B notes, over (b) the adjusted pool balance, which

S-8


	amount will be reduced by any first priority principal payment on that payment date,


(7)	Class C Note Interest — to the Class C noteholders, interest due on the Class C notes.

(8)	Third Priority Principal Payment — to the Class A, Class B and Class C noteholders, sequentially by class, the amount equal to the excess of (a) the principal amount of the Class A, Class B and Class C notes, over (b) the adjusted pool balance, which amount will be reduced by any first and second priority principal payments on that payment date,

(9)	Class D Note Interest — to the Class D noteholders, interest due on the Class D notes,


(10)	Reserve Account — to the reserve account, the amount, if any, required to replenish the reserve account for any withdrawals,

(11)	Regular Principal Payment — to the noteholders, sequentially by class, the amount equal to the greater of (a) the principal amount of theClass A-1 notes and (b) the excess of the principal amount of the notes over an amount equal to the pool balance minus the targeted overcollateralization amount, which amount will be reduced by any first, second and third priority principal payments on that payment date,

(12)	Additional Fees and Expenses — to the indenture trustee, the owner trustee and the trust, all amounts due to the extent not paid in (1) above, and

(13)	Residual Interest — to the holder of the residual interest in the trust, all remaining available funds.

The trust will not pay principal on any class of notes until the principal amount of all classes of notes senior in priority to that class are paid in full.

For a more detailed description of the priority of payments on each payment date, you should read “Description of the Notes — Priority of Payments” in this prospectus supplement. For a more detailed description of the targeted overcollateralization amount and how it is used to determine the principal payable on the notes, you should read “Credit Enhancement — Overcollateralization” in this prospectus supplement.

Credit Enhancement

Credit enhancement provides protection for the notes against losses on the receivables and potential shortfalls in the amount of cash available to the trust to make required payments. If the credit enhancement is not sufficient to cover all amounts payable on the notes, notes having a later final scheduled payment date will bear a greater risk of loss than notes having an earlier final scheduled payment date.

The following credit enhancement will be available to the trust.

Reserve Account

On the closing date, the depositor will deposit $18,496,632.30 into the reserve account, which is 1.00% of the initial pool balance.

If collections on the receivables and certain other amounts are insufficient to cover the fees and expenses of the trust, including interest payments and priority principal payments on the notes, the indenture trustee will withdraw funds from the reserve account to cover the shortfall. The indenture trustee also will withdraw funds from the reserve account to the extent needed to pay any class of notes in full on its final scheduled payment date or to pay the notes following an event of default and acceleration of the notes.

If amounts are withdrawn from the reserve account, they will be replenished to the extent of available funds on subsequent payment dates after all higher priority payments are made.

For a more detailed description of the reserve account, you should read “Credit Enhancement — Reserve Account” in this prospectus supplement.

Subordination

The trust will pay interest to all classes of the Class A notes and then will pay interest sequentially to the remaining classes of notes in

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order of seniority. The trust will not pay interest on the Class B, Class C or Class D notes until all interest due on the Class A notes is paid in full.

The trust will pay principal sequentially to each class of notes in order of seniority (beginning with the Class A-1 notes). The trust will not pay principal on any class of notes until the principal amounts of all senior classes of notes are paid in full.

If a priority principal payment is required, the trust will pay principal to the most senior class of notes outstanding prior to the payment of interest on the affected subordinated notes on that payment date.

For a more detailed description of the priority of payments, including changes to the priority after an event of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments”, “— Post-Acceleration Priority of Payments” and “Credit Enhancement — Subordination” in this prospectus supplement.

Overcollateralization

Overcollateralization is the amount by which the pool balance exceeds the principal amount of the notes. Overcollateralization means there will be additional receivables generating collections that will be available to cover losses on the receivables and shortfalls in interest collections due to any low-APR receivables. The initial amount of overcollateralization for the notes will be $150,863,230.31 or 8.16% of the initial pool balance.

Overcollateralization may also be expressed as a percentage of the “adjusted pool balance,” which is the pool balance less the yield supplement overcollateralization amount. The adjusted pool balance as of the closing date will be approximately equal to the aggregate initial principal amount of the Class A, Class B and Class C notes. On an adjusted pool balance basis, the initial amount of overcollateralization for the notes is actually negative, resulting in undercollateralization of approximately 2.00% of the adjusted pool balance, which is approximately the initial principal amount of the Class D notes.

This securitization transaction is structured to use all available funds remaining after payments in respect of the senior fees and expenses of the trust, the interest on the notes, any required priority principal payments and any required deposits to the reserve account, including the portion of such remaining available funds that constitutes excess spread, to make principal payments on the notes until the targeted overcollateralization amount is reached. After reaching the targeted overcollateralization amount, the regular principal payment will be used to maintain the overcollateralization at the targeted level. The targeted overcollateralization amount will adjust each month and generally will equal the sum of (1) the yield supplement overcollateralization amount for that month, plus (2) the excess, if any, of 1.50% of the current pool balance over 1.00% of the initial pool balance (the amount required to be on deposit in the reserve account). When the pool balance has decreased to the point where 1.50% of the current pool balance is equal to or less than 1.00% of the initial pool balance, the targeted overcollateralization amount for each payment date will be the yield supplement overcollateralization amount for that payment date. At that point, on an adjusted pool balance basis, the overcollateralization becomes zero.

For a more detailed description of the targeted overcollateralization amount, you should read “Credit Enhancement — Overcollateralization” in this prospectus supplement.

Yield Supplement Overcollateralization Amount

A substantial number of the receivables have an annual percentage rate or “APR” less than the highest interest rate paid on the notes. To compensate for the low APRs on these receivables, this securitization transaction is structured with a type of overcollateralization known as yield supplement overcollateralization. The yield supplement overcollateralization amount for each payment date approximates the present value of the amount by which future payments on receivables with APRs below a specified rate are less than future payments would be on such receivables if their APRs were equal to the specified rate. The specified rate is set by the depositor at a level that will result in an amount of excess spread sufficient to obtain the required ratings on the notes and will at

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least equal the highest interest rate on the notes plus the servicing fee. The yield supplement overcollateralization amount is included in the targeted overcollateralization amount for each payment date.

For a more detailed description of the calculation of the yield supplement overcollateralization amount and its effect on the payment of principal, you should read “Credit Enhancement — Overcollateralization” in this prospectus supplement.

Excess Spread

For any payment date, excess spread is equal to the excess of (a) the sum of the interest collections and principal collections equal to the decline in the yield supplement overcollateralization amount from the preceding payment date (or the closing date, as applicable), over (b) the sum of the senior fees and expenses of the trust, the interest on the notes and any required deposits to the reserve account. Any excess spread will be applied on each payment date, as a component of available funds, to make principal payments on theClass A-1 notes until paid in full and then to make principal payments on the most senior class of notes to the extent necessary to reach the targeted overcollateralization amount.

In general, excess spread provides a source of funds to absorb losses on the receivables. To the extent the amount of excess spread exceeds the amount of any losses, it is available to pay principal on the notes. This causes the principal of the notes to be paid more rapidly than the principal of the receivables, which increases the overcollateralization as described under“Description of the Notes — Payments of Principal” in this prospectus supplement.

For a more detailed description of the use of excess spread as credit enhancement for your notes, you should read “Credit Enhancement — Overcollateralization” and “— Excess Spread” in this prospectus supplement.

Repurchases of Receivables

Ford Credit will make representations about the origination, characteristics and transfer of the receivables. If a representation is later discovered to be untrue and has a material adverse effect on any receivable then it was not eligible to be sold to the depositor or the trust. Ford Credit must repurchase the ineligible receivable unless it cures the breach. Similarly, if Ford Credit as servicer materially impairs any receivable, it must purchase the impaired receivable unless it cures the impairment. In addition, Ford Credit as servicer will purchase a receivable from the trust if it makes certain modifications including if it grants payment extensions that extend the final payment date of the receivable beyond six months past the last scheduled payment date of any receivable in the securitized pool. The servicer also will purchase a receivable if it modifies the amount financed or the APR of the receivable or rewrites or reschedules the contract to increase the number of originally scheduled due dates of the receivable.

For a more detailed description of the representations made about the receivables and the repurchase obligation if these representations are breached, you should read “Transfers of the Receivables” in this prospectus supplement. For a more detailed description of servicer impaired and servicer modified receivables and the purchase obligation for these receivables, you should read “Servicing the Receivables and the Securitization Transaction — Obligation to Purchase Servicer Impaired Receivables” and “ — Servicer Modifications and Obligation to Purchase Modified Receivables” in the prospectus.

Controlling Class

Holders of the Controlling Class will control certain decisions regarding the trust, including whether to declare or waive events of default and events of servicing termination, or accelerate the notes, cause a sale of the receivables or direct the indenture trustee to exercise other remedies following an event of default. Holders of notes that are not part of the Controlling Class will not have these rights.

The “Controlling Class” will be the outstanding classes of the Class A notes, voting as a single class, as long as any Class A notes are outstanding. After the Class A notes are paid in full, the most senior class of notes outstanding will be the Controlling Class.

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RISK FACTORS

In addition to the risk factors starting on page 6 of the prospectus, you should consider the following risk factors in deciding whether to purchase any of the offered notes.


An event of default and acceleration of the notes may result in earlier than expected payment of your notes or losses on your notes		An event of default may result in an acceleration of payments on your notes. You will suffer losses if collections on the receivables and the proceeds of any sale of receivables are insufficient to pay the amounts owed on your notes. If your notes are paid earlier than expected, you may not be able to reinvest the principal at a rate of return that is equal to or greater than the rate of return on your notes. If the notes are accelerated after an event of default, the trust will not pay interest or principal on any notes that are not part of the Controlling Class until all interest and principal on the notes of the Controlling Class are paid in full.

		For a more detailed description of events of default and acceleration of the notes, you should read “Description of the Notes — Events of Default and Acceleration” in this prospectus supplement and “Description of the Notes — Events of Default and Remedies” in the prospectus. For a more detailed description of the change in the priority of payments following certain events of default and acceleration of the notes, you should read “Description of the Notes — Priority of Payments” and “— Post-Acceleration Priority of Payments” in this prospectus supplement.

Overcollateralization may not increase as expected		The overcollateralization is expected to increase to the targeted overcollateralization amount as excess spread is used to pay principal of the notes in an amount greater than the decrease in the pool balance from the amortization of the receivables. There can be no assurance that the targeted overcollateralization amount will be reached or maintained, or that the receivables will generate sufficient collections to pay your notes in full.

		For a more detailed description of overcollateralization as a form of credit enhancement for your notes, you should read “Credit Enhancement — Overcollateralization” in this prospectus supplement.

Excessive prepayments and defaults on the higher APR receivables may adversely impact your notes		Some of the receivables will have APRs that are less than the interest rate on your notes plus various fees. Payments on receivables with higher APRs help compensate for the reduced payments made on receivables with lower APRs. Excessive prepayments and defaults on the higher APR receivables may adversely impact your notes by reducing the amounts available to make interest and principal payments on your notes.

Geographic concentration may result in more risk to you		As of the cutoff date, the billing addresses of the obligors of the receivables were concentrated in Texas (13.86%), California (8.93%), Michigan (6.90%) and Florida (5.92%). No other state constituted more than 5% of the initial pool balance. Economic conditions or other factors affecting these states in particular could adversely impact the delinquency, credit loss or

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		repossession experience of the trust and could result in delays in payments or losses on your notes.

Financial market disruptions and a lack of liquidity in the secondary market could		Recent and continuing events in the global financial markets have caused a significant reduction in liquidity in the secondary market for asset-backed securities. These events include:
adversely affect the market value of your notes and/or limit your ability to resell your notes		• the failure, acquisition or government seizure of several major financial institutions,

		• the establishment of government initiatives such as the government bailout programs for financial institutions and assistance programs designed to increase credit availability, support economic activity and facilitate renewed consumer lending,

		• problems related to subprime mortgages and other financial assets, • the de-valuation of various assets in secondary markets,

		• the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and

		• the lowering of ratings on certain asset-backed securities.

		If the lack of liquidity in the secondary market worsens, or continues for a prolonged period of time, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.

		For more information about how illiquidity may impact your ability to resell your notes, you should read “Risk Factors — The absence of a secondary market for your notes could limit your ability to resell them” in the prospectus.

A decline in the financial condition or business prospects of Ford or Ford Credit could result in losses on your notes		The recent and continuing events in the global financial markets and the continuing economic downturn have adversely affected the financial condition and business prospects of the manufacturers, suppliers and other participants in the U.S. auto industry, including Ford and Ford Credit, and have raised concerns about the viability of the domestic auto manufacturers and certain suppliers and other participants in the U.S. auto industry. If the financial crisisand/or economic downturn worsens, or continues for a prolonged period of time, the financial condition and business prospects of the participants in the U.S. auto industry, including Ford and Ford Credit, could be further adversely affected. In addition, due to the interdependence of the manufacturers and suppliers in the U.S. auto industry, adverse events affecting a domestic auto manufacturer or a major supplier could have an adverse effect on the other participants in the U.S. auto industry, including Ford and Ford Credit. A further decline in the financial condition or business prospects of Ford could also have an adverse affect on Ford Credit.

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		The other domestic auto manufacturers have received loans from the U.S. government and they and certain suppliers have requested additional loans or other government assistance in order to continue operations. Despite this support, Chrysler commenced a Chapter 11 bankruptcy proceeding on April 30, 2009 and General Motors commenced a Chapter 11 bankruptcy proceeding on June 1, 2009. Both Chrysler and General Motors have emerged from bankruptcy through the sale of certain preferred assets to newly formed companies, although the original companies and remaining assets remain under bankruptcy protection. However, the new companies continue to rely on significant government assistance and may require additional government assistance in the future. If additional government assistance is not provided, if the financial crisisand/or economic downturn worsens, or continues for a prolonged period of time, one or more of the domestic auto manufacturers or major suppliers may not be able to continue operations.

		The occurrence of any of these events could adversely affect the performance of the receivables, the market value of the vehicles securing the receivables, or the ability of Ford Credit, as servicer, to service the receivables or honor its commitment to repurchase receivables due to breaches of representations or warranties, which could result in losses on your notes.

		For additional sources of information about Ford and Ford Credit, you should read “Where You Can Find More Information” in the prospectus.

The continuing economic downturn may adversely affect the performance of the receivables, which could result in losses on your notes		The United States is experiencing a severe economic downturn that may adversely affect the performance of the receivables. Rising unemployment and continued lack of availability of credit may lead to increased delinquency and default rates by obligors, as well as decreased consumer demand for cars and trucks and reduced used vehicle prices, which could increase the amount of a loss if the receivable defaults. Delinquencies and losses on car and truck loans generally have increased in recent months. If the economic downturn worsens, or continues for a prolonged period of time, delinquencies and losses on the receivables could continue to increase, which could result in losses on your notes.

		For more information about the delinquency, repossession and credit loss experience for Ford Credit’s portfolio of U.S. retail installment sales contracts, you should read “Transaction Parties — Servicer — Delinquency, Repossession and Credit Loss Experience” in this prospectus supplement.

Market factors may reduce the value of used vehicles, which could result in losses on your notes		Vehicles that are repossessed are typically sold at vehicle auctions as used vehicles. The pricing of used vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic factors, fuel costs, the introduction and pricing of new car models and other factors, including concerns about the viability of the related vehicle manufacturer and/or an actual failure or bankruptcy of the related vehicle manufacturer. In addition, decisions by Ford with

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		respect to new vehicle production, pricing and incentives may affect used vehicle prices, particularly those for the same or similar models. A decrease in the demand for used vehicles may adversely impact the resale value for repossessed vehicles, which could result in increased losses on the related receivables and losses on your notes.

A reduction, withdrawal or qualification of the ratings on your notes could adversely affect the market value of your notesand/or limit your ability to resell your notes		It is a condition to issuance of the notes that the Class A notes receive the ratings described in this prospectus supplement from the specified rating agencies. However, a rating is not a recommendation to purchase, hold or sell securities and does not address market value or investor suitability, but rather merely reflects the related rating agency’s assessment of the creditworthiness of the receivables, the credit enhancement on the Class A notes and the likelihood of repayment of the Class A notes. There can be no assurance that the receivablesand/or the Class A notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the receivables, errors in analysis or otherwise.

		Potential investors in the Class A notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the Class A notes, and not to rely solely on the ratings on the Class A notes.

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TRANSACTION PARTIES

The following information identifies certain transaction parties for this securitization transaction. For a description of the other transaction parties, and a description of the rights and responsibilities of all transaction parties, you should read “Sponsor and Servicer,” “Depositor,” “Issuing Entity,” “Indenture Trustee” and “Owner Trustee” in the prospectus.

Depositor

The depositor is Ford Credit Auto Receivables Two LLC. Ford Credit is the sole member of the depositor.

Issuing Entity

The issuing entity for this securitization transaction is Ford Credit Auto Owner Trust 2009-E. The trust’s fiscal year is the calendar year.

On the closing date, the depositor will sell the receivables to the trust and make an initial deposit into a reserve account in exchange for the notes and the residual interest in the trust. The following table shows the capitalization of the trust on the closing date after issuance of the notes.


	Principal Amount

Class A-1 notes	$	455,000,000.00
Class A-2 notes		328,000,000.00
Class A-3 notes		602,000,000.00
Class A-4 notes		197,300,000.00
Class B notes		49,900,000.00
Class C notes		33,300,000.00
Class D notes		33,300,000.00
Residual Interest — Initial Overcollateralization		150,863,230.31

Subtotal — Initial Pool Balance	$	1,849,663,230.31

Reserve Account		18,496,632.30

Total	$	1,868,159,862.61

Indenture Trustee

The Bank of New York Mellon, a New York banking corporation, will act as the “indenture trustee” under the indenture. Its principal corporate trust office is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon has been, and currently is, serving as indenture trustee and trustee for numerous securitization transactions and programs involving pools of auto receivables. The Bank of New York Mellon is one of the largest corporate trust providers of trust services on securitization transactions.

For a description of the duties and responsibilities of the indenture trustee, you should read “Indenture Trustee” in the prospectus.

Owner Trustee

U.S. Bank Trust National Association, or “U.S. Bank Trust,” will act as the “owner trustee” under the trust agreement. U.S. Bank Trust is a national banking association and a wholly-owned subsidiary of U.S. Bank National Association, or “U.S. Bank”, the sixth largest commercial bank in the United States. U.S. Bancorp, with total assets exceeding $265 billion as of September 30, 2009, is the parent company of U.S. Bank. As of September 30, 2009, U.S. Bancorp served approximately 15.8 million customers, operated over 2,800 branch offices in 24 states and had over 54,000 employees. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, governments and institutions.

U.S. Bank Trust has provided owner trustee services since 2000. As of September 30, 2009, U.S. Bank Trust was acting as owner trustee with respect to over 700 issuances of securities. This

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portfolio includes mortgage-backed and asset-backed securities. U.S. Bank Trust has acted as owner trustee of auto loan receivable-backed securities since 2000. As of September 30, 2009, U.S. Bank Trust was acting as owner trustee on 80 issuances of auto loan receivable-backed securities.

For a description of the duties and responsibilities of the owner trustee, you should read “Owner Trustee” in the prospectus.

Sponsor

Ford Credit is the sponsor of this securitization transaction and is responsible for structuring the transaction. The receivables were purchased by Ford Credit from motor vehicle dealers in the ordinary course of Ford Credit’s business.

The following table contains information about the retail installment sale contracts purchased by Ford Credit from motor vehicle dealers during each of the periods indicated.

Originations Characteristics


	Nine Months
	Ended
	September 30,				Year Ended December 31,
	2009		2008		2008		2007		2006		2005		2004

Number of receivables originated		400,508		612,547		754,633		845,660		1,200,165		1,181,917		1,525,237
Aggregate original principal balance (in millions)		$9,290		$14,022		$17,138		$21,760		$29,647		$25,949		$34,136
Weighted average⁽¹⁾ original term (in months)		60.6		61.5		61.8		60.8		62.8		58.5		59.0
Weighted average⁽¹⁾ FICO^® score⁽²⁾ at origination		718		710		710		706		703		711		703


⁽¹⁾	Weighted averages are weighted by the original principal balance of each receivable.

⁽²⁾	This weighted average excludes receivables that have obligors (a) that are not individuals and that use financed vehicles for commercial purposes, or (b) who are individuals with minimal or no recent credit history. For a description of FICO^® scores, you should read“Sponsor and Servicer – Origination, Purchasing and Underwriting” in the prospectus. There can be no assurance that FICO^® scores will be an accurate predictor of the likelihood of repayment of the related receivable.

Material Changes to Origination, Purchasing and Underwriting Policies and Procedures

During the period covered in the table above, Ford Credit changed its origination and purchasing policies and procedures for retail installment sale contracts to respond to market conditions and competitive pressures and to pursue different business strategies. Ford Credit’s origination and purchasing policies are focused on supporting the sale of new Ford vehicles. A substantial percentage of the contracts purchased by Ford Credit are originated under Ford-sponsored vehicle marketing incentive programs. As a result, changes in origination volumes and the types of contracts purchased are caused primarily by changes in sales of Ford vehicles and changes in Ford-sponsored vehicle marketing incentive programs.

During July, August and September of 2005, Ford ran the “Family Plan” marketing incentive program that offered employee pricing to all customers. This program caused the number of contracts purchased by Ford Credit to decrease during this time period because it did not require the use of Ford Credit financing to take advantage of employee pricing. Special rate financing programs offered by Ford during the summer of 2006 caused the number of contracts purchased by Ford Credit to increase.

Since 2007, Ford Credit’s origination volumes decreased due to the decline in Ford retail vehicle sales. In addition, Ford’s use of cash rebate marketing incentives and increased market competition in standard rate financing also contributed to a decrease in Ford Credit’s retail originations during 2009.

For 2004 and 2005,72-month contracts represented approximately 24% of the principal balance of contracts purchased each year. However, as a result of Ford Credit’s expanded eligibility for72-month financing combined with continuedFord-sponsored marketing incentive programs and strong market demand for72-month financing,72-month contracts increased to approximately 44% of the principal balance of contracts purchased in 2006, peaking at nearly 58% of the principal balance of all contracts purchased in the third quarter of 2006. In the summer of 2006, Ford launched a series of special rate financing programs, including a 0% APR program in August to clear out dealer

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inventories of 2006 vehicle models. This 0% APR program applied to nearly all Ford vehicle brands and models, all contract terms and all qualified applicants. These programs resulted in a higher volume of72-month contracts and a higher proportion of lower credit quality customers. Since the expiration of these programs,72-month originations and contracts with lower credit quality customers have declined but remain higher than in the years before 2006. Because these programs altered the typical contract term and credit quality composition of Ford Credit’s portfolio, Ford Credit securitized the majority of the lower credit quality72-month contracts originated under these programs to an investor in a private transaction in October of 2006. For 2007 and 2008,72-month contracts represented approximately 35% and 39%, respectively, of the principal balance of all contracts purchased. For the first three quarters of 2009 purchases of 72-month contracts represented approximately 40% of the principal balance of all contracts purchased.

In 2004, Ford shifted its marketing incentive programs from special rate financing to cash rebates, which resulted in a decrease in low APR contracts and an increase in standard APR contracts. Starting in early 2006, Ford again emphasized special rate financing programs. As a result, low APR contracts were a greater proportion of the principal balance of contracts purchased compared to 2004 and 2005 and represented nearly 65% of the principal balance of contracts purchased in 2006, with a higher proportion during the summer 2006 special rate financing programs described above. In 2007, Ford continued to emphasize low APR contracts, which represented approximately 85% of the principal balance of contracts purchased. In 2008, Ford again shifted its marketing incentive programs from special rate financing to cash rebates, which resulted in a decrease in low APR contracts to approximately 55% of the principal balance of contracts purchased for the year. In 2009, Ford offered both special rate financing programs and cash rebates. Although Ford Credit’s purchase of low APR contracts decreased as customers chose cash rebates over special rate financing, increased market competition in standard rate financing led to a more significant decrease in Ford Credit’s purchase of standard APR contracts. Through the third quarter of 2009, low APR contracts represented 62% of the principal balance of all contracts purchased, peaking at 71% in September 2009.

During the annual periods covered in the table above, contracts to finance the purchase of used vehicles represented approximately 13% to 19% of the principal balance of contracts purchased each year. Although Ford Credit’s origination, underwriting and purchasing policies for used vehicle contracts have remained consistent, the percentage of used vehicle contracts continues to increase primarily due to the sharp decline in Ford’s new vehicle sales. In the fourth quarter of 2008 and the first quarter of 2009 the percentage of used vehicle contracts increased to approximately 25% of the principal balance of contracts purchased, but since April 2009 this percentage returned to the historic range as Ford’s new vehicle sales have increased.

Ford Credit continued to improve its origination scoring models during the last five years. In 2004, Ford Credit launched updated models to adjust for changes in Ford Credit’s business practices and more accurately assess the impact of new marketing initiatives. The 2004 launch also included technology upgrades that allow the models to be adjusted quickly to respond to new marketing incentive programs and other developments.

In February 2005, Ford Credit launched new credit bureau interface software that gives Ford Credit’s credit analysts access to the mostup-to-date data and analytical tools from the credit bureaus. This software also supports the inclusion of new variables in Ford Credit’s origination scoring models that enhance the models’ ability to predict the likelihood of default on contracts offered to Ford Credit for purchase. In the second quarter of 2007, Ford Credit launched a new advisory tool that provides the credit analyst with an analysis of each offered contract, including analysis of application and credit bureau information and an automated approval recommendation index based on factors not included in Ford Credit’s scoring model to assist the analyst in making better credit decisions.

As part of its normal cycle plan, Ford Credit launched its latest generation origination scoring models for both commercial and consumer offerings in the second quarter and third quarter of 2008,

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respectively, and a business entity’s commercial credit risk score, if available, was added as a new variable in the origination scoring models for commercial offerings. In April 2009, Ford Credit adjusted its models to more accurately reflect actual portfolio performance and macroeconomic conditions.

Ford Credit launched enhanced electronic decisioning models in May 2005 and March 2007 that increased the percentage of contracts approved or rejected through the models. In the third quarter of 2008, Ford Credit adopted a more conservative electronic decisioning strategy that reduced the percentage of contracts approved through the models. This updated strategy resulted in a higher percentage of offerings being reviewed by an analyst and allows for increased scrutiny of various credit indicators and segments of the portfolio, including extended term contracts.

In the first half of 2006, Ford Credit completed a transformation of its U.S. sales and originations operations in which it reduced the number of its regional offices and local sales offices. This transformation consolidated Ford Credit’s separate sales and originations units into one unit for all Ford brands. Also in 2006, Ford Credit integrated its commercial lending offices into these units. Starting in September 2006 and during 2007, Ford Credit consolidated its remaining U.S. branches into six existing service centers, creating business centers that manage originations in addition to the servicing functions already performed at the six service centers. All of these transformation and consolidation actions were implemented to provide cost efficiencies, ensure consistency and control in origination processes, increase dealer and customer satisfaction and make it easier to implement new technologies.

As part of the 2006 transformation, Ford Credit introduced new technologies that have improved Ford Credit’s originations operations and increased operating efficiencies and dealer support. These technologies include workforce scheduling software that better monitors staffing requirements, telephony upgrades and call monitoring software to improve accessibility for customers, and performance monitoring software to improve process discipline and consistency of loan originations.

In January 2009, Ford Credit announced a plan to restructure its operations to meet changing business conditions, including the decline in its receivable portfolio. The restructuring included the consolidation of its origination operations into four of its existing business centers in order to achieve cost effectiveness consistent with its smaller portfolio of receivables. These actions were completed in July 2009.

Under the Ford Advantage Plan certain new Ford vehicles sold and financed between March 31, 2009 and June 1, 2009 were automatically enrolled in the Ford Payment Protection Program and were eligible for special rate financing incentives being offered on most Ford vehicle models. For qualifying customers who are subsequently involuntarily unemployed before December 31, 2009, the Ford Payment Protection Program covers monthly payments of up to $700 for up to 12 months, subject to certain qualifying restrictions. Ford purchased a contractual liability insurance policy from an A.M. Best ‘A’ rated company for the Ford Payment Protection Program. The insurance company makes payments, through an administrator hired to act on Ford’s behalf, directly to Ford Credit. Although all eligible contracts purchased by Ford Credit for the financing of Ford vehicles are covered under this program, Ford Credit did not change its origination, purchasing, underwriting or servicing policies to take into account the benefits of the program, if any, for contracts covered under the program. Notwithstanding the Ford Payment Protection Program, the obligor on an eligible contract remains responsible for making all monthly payments on the contract, and there can be no assurance that an obligor will pursue a claim, or satisfy the requirements for making a claim, under the program. Approximately 5% of the initial pool balance consists of receivables that enrolled in the program.

In August 2009, Ford Credit announced that it will consolidate underwriting for commercial customers and support for commercial lines of credit in two of its business centers. This consolidation was completed in October 2009 and is expected to improve process consistency and leverage the skills of personnel with commercial expertise.

For more information about Ford Credit’s origination and underwriting policies and procedures, you should read “Sponsor and Servicer — Origination, Purchasing and Underwriting” in the prospectus.

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Static Pool Information — Prior Securitized Pools

Static pool information about prior pools of retail installment sale contracts that were securitized by Ford Credit can be found in Annex A to this Prospectus Supplement. This information consists of cumulative credit losses, delinquency and prepayment data for prior securitized pools and summary information about the original characteristics of the prior pools. Information about pools that were securitized before January 1, 2006 will not be deemed to be part of the prospectus, this prospectus supplement or the registration statement that includes the prospectus. No assurance can be made that the cumulative credit losses, delinquency and prepayment experience of a particular pool of retail installment sale contracts will be similar to the information for prior securitized pools of retail installment sale contracts.

Servicer

Ford Credit will be the servicer of the receivables for this securitization transaction. Ford Credit will be responsible for all servicing functions except that the indenture trustee will be responsible for making payments to the noteholders based on information and calculations provided by the servicer.

The following table shows Ford Credit’s delinquency, repossession and credit loss experience for its portfolio of retail installment sale contracts. The table includes contracts sold in securitizations and other transactions that Ford Credit continues to service. Delinquency, repossession and credit loss experience may be influenced by a variety of economic, social, geographic and other factors beyond the control of Ford Credit. No assurance can be made that the delinquency, repossession and credit loss experience of a particular pool of retail installment sale contracts will be similar to the historical experience shown below or that any trends shown in the table will continue for any period.

Average net loss on contracts charged off has increased since the second quarter of 2008, reflecting primarily lower auction values, an increase in the amount financed due to the number of trucks and full-size SUVs in the portfolio and changes in portfolio composition, including an increase of 72-month contracts, although this trend reversed starting in the second quarter 2009 as auction values increased. Since midyear 2008, repossessions have increased due to the effects of macroeconomic conditions, largely high unemployment and personal bankruptcy filings, including an increase in customers who voluntarily surrender their vehicles to Ford Credit.

Delinquencies, repossessions and credit losses are shown as a percentage of Ford Credit’s portfolio of retail installment sale contracts. Over the periods shown, the portfolio size increases as new contracts are originated and decreases as existing receivables are paid down or liquidated. The delinquency, repossession and credit loss percentages for a static pool of contracts originated in any period would differ from the portfolio experience shown in the following table.

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Delinquency, Repossession and Credit Loss Experience


	Three Months
	Ended						Nine Months
	September 30,						Ended September 30,						Year Ended December 31,
	2009			2008			2009			2008			2008			2007			2006⁽⁶⁾			2005			2004

Average number of contracts outstanding⁽¹⁾		2,769,091			3,202,144			2,880,901			3,282,101			3,240,749			3,688,642			4,181,422			4,797,580			5,577,140
Average portfolio outstanding (in millions)⁽²⁾		$39,582			$48,285			$41,558			$49,582			$48,842			$55,238			$58,134			$64,969			$73,636

Delinquencies
Average number of delinquencies⁽³⁾
31 - 60 days		67,632			67,414			65,221			69,356			69,537			74,783			81,924			91,048			117,070
61 - 90 days		6,146			7,604			6,795			7,234			7,413			6,976			6,385			7,246			10,411
Over 90 days		1,201			1,361			1,437			1,243			1,305			1,091			991			1,135			1,752
Average number of delinquencies as a percentage of average number of contracts outstanding
31- 60 days		2.44	%		2.11	%		2.26	%		2.11	%		2.15	%		2.03	%		1.96	%		1.90	%		2.10	%
61- 90 days		0.22	%		0.24	%		0.24	%		0.22	%		0.23	%		0.19	%		0.15	%		0.15	%		0.19	%
Over 90 days		0.04	%		0.04	%		0.05	%		0.04	%		0.04	%		0.03	%		0.02	%		0.02	%		0.03	%

Repossessions and Credit Losses
Repossessions as a percentage of average number of contracts outstanding⁽⁷⁾		3.24	%		2.50	%		3.06	%		2.27	%		2.39	%		1.95	%		2.01	%		2.39	%		3.09	%
Aggregate net losses (in millions)⁽⁴⁾		$134			$191			$467			$483			$709			$435			$398			$585			$1,080
Net losses as a percentage of average portfolio outstanding⁽⁷⁾		1.35	%		1.58	%		1.50	%		1.30	%		1.45	%		0.79	%		0.68	%		0.90	%		1.47	%
Net losses as a percentage of gross liquidations⁽⁵⁾		2.59	%		3.21	%		2.92	%		2.62	%		2.96	%		1.56	%		1.27	%		1.59	%		2.60	%
Number of contracts charged off		29,942			27,741			87,319			79,052			109,385			111,732			129,898			165,074			236,894
Number of contracts charged off as a percentage of average number of contracts outstanding⁽⁷⁾		4.33	%		3.47	%		4.04	%		3.21	%		3.38	%		3.03	%		3.11	%		3.44	%		4.25	%
Average net loss on contracts charged off		$4,472			$6,884			$5,350			$6,110			$6,483			$3,892			$3,062			$3,544			$4,557


⁽¹⁾	Average of the number of contracts outstanding at the beginning and end of each month in the period.

⁽²⁾	Average of the aggregate principal balance of contracts outstanding at the beginning and end of each month in the period.

⁽³⁾	The period of delinquency is the number of days that more than $49.99 of a scheduled payment is past due, excluding bankrupt accounts.

⁽⁴⁾	Net losses are equal to the aggregate balance (principal plus accrued finance and other charges) of all contracts that are determined to be uncollectible in the period less any liquidation proceeds and other recoveries received in the period on contracts charged off in the period or any prior periods. Net losses exclude all external costs associated with repossession and disposition of the vehicle prior to charge off and include all external costs associated with continued collection efforts or repossession and disposition of the vehicle after charge off. An estimated loss is recorded at the time a vehicle is repossessed and this estimated loss is adjusted to reflect the actual loss after the vehicle is sold. Realized losses for a securitized pool of receivables are equal to the aggregate principal balance of all contracts that are determined to be uncollectible in the period less any liquidation proceeds and other recoveries on contracts charged off in the period or any prior periods. In addition, realized losses for a securitized pool of receivables include all external costs associated with the repossession and disposition of the vehicles in that pool because the servicer is entitled to be reimbursed for these costs. Therefore, realized losses for a securitized pool of receivables may be higher or lower than net losses for those receivables.

⁽⁵⁾	Gross liquidations are cash payments and charge offs that reduce the outstanding balance of a receivable.

⁽⁶⁾	Beginning January 1, 2006, data on Volvo brand vehicles is included. Volvo data was not material to the pre-January 1, 2006 data.

⁽⁷⁾	For the non-annual periods, the percentages are annualized.

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Material Changes to Servicing Policies and Procedures

In the fourth quarter of 2008, Ford Credit consolidated its account services and vehicle liquidations operations into two business centers in Nashville and Tampa. This consolidation was done to eliminate variability and achieve greater efficiencies in these operations given lower portfolio levels.

In January 2009, Ford Credit announced a plan to restructure its operations to meet changing business conditions, including the decline in its receivable portfolio. As part of the restructuring plan, Ford Credit converted two of its business centers to loss prevention specialty centers, leveraging the skills of its seasoned loss prevention teams to address increased delinquencies and manage portfolio losses. This conversion was completed in July 2009.

As part of its normal cycle plan, in the first quarter of 2008, Ford Credit launched an updated behavior scoring model used to predict the probability that an account will default. This model was adjusted in March 2009 to improve its performance. Consistent with its servicing practices, Ford Credit has modified its collection efforts and increased its collection activities in response to the macroeconomic conditions contributing to the increase in delinquencies since 2007.

For more information about Ford Credit’s servicing policies and procedures, you should read “Sponsor and Servicer — Servicing and Collections” in the prospectus.

Ratings of the Servicer

As of the date of this prospectus supplement, Ford Credit’s senior unsecured debt ratings are:


	Moody’s	S&P

Short-term debt ratings	NP	NR
Long-term debt ratings	B3	B−
Outlook	Under review for possible upgrade	Stable

Although certain rating agencies have raised or indicated a more favorable outlook on Ford Credit’s debt ratings recently, the rating agencies have lowered Ford Credit’s debt ratings several times over the past few years and may downgrade Ford Credit at any time.

Based on Ford Credit’s short-term debt ratings, as servicer it will be required to remit collections on the receivables to the trust’s collection account within two business days of applying collections to the obligor’s account.

For more information, you should read “Servicing the Receivables and the Securitization Transaction — Remittance of Collections” in the prospectus.

S-22

RECEIVABLES

On the closing date, Ford Credit will sell the receivables to the depositor and the depositor will sell the receivables to the trust effective as of the cutoff date. The trust will pledge the receivables to the indenture trustee to secure the notes.

Criteria for Selecting the Receivables

The receivables were randomly selected by Ford Credit from its portfolio of retail installment sale contracts that meet the selection criteria. The selection criteria include that, as of the cutoff date, each receivable:


	•	is a simple interest receivable with level monthly payments and an original term of not greater than 72 months,

	•	is not more than 30 days delinquent (Ford Credit considers a receivable delinquent if more than $49.99 of a scheduled payment is overdue),

	•	has not been extended or rewritten, and

	•	is not subject to a bankruptcy proceeding.

Ford Credit has changed its selection criteria for securitization transactions over time to accommodate new financing products, increased vehicle pricing and changes in securitization market practices. In June of 2002, Ford Credit expanded its selection criteria to allow 0.00% APR contracts (previously 0.01%). In June of 2005, Ford Credit changed its selection criteria to include receivables where no first payment has been applied (but the first payment is due within 30 days of the cutoff date), and with a current principal balance of not greater than $100,000, instead of $50,000. Ford Credit’s portfolio of retail installment sale contracts available for this securitization program changes over time as a result of changes in Ford Credit’s underwriting, origination and purchasing policies, Ford-sponsored marketing incentive programs and Ford Credit’s sales of receivables in securitization and other funding transactions and programs, some of which may use different selection criteria than this program.

S-23

Composition of the Receivables

The pool of receivables had the following characteristics on the cutoff date. The percentages in the tables below may not sum to 100.00% due to rounding.


Number of Receivables		91,401
Initial Pool Balance	$	1,849,663,230.31
Principal Balance:
Average	$	20,236.79
Highest	$	94,965.56
Lowest	$	252.87
Original Amount Financed:
Average	$	23,917.31
Highest	$	181,294.25
Lowest	$	1,267.50
Annual Percentage Rate (APR):
Weighted average⁽¹⁾		5.05	%
Highest		29.79	%
Lowest		0.00	%
Original Term:
Weighted average⁽¹⁾		59.9 months
Original term greater than 60 months (by principal balance)		37.17	%
Longest		72 months
Shortest		6 months
Remaining Term:
Weighted average⁽¹⁾		53.4 months
Remaining term greater than 60 months (by principal balance)		27.16	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽²⁾		2.36 years
Financed Vehicle — New:
Aggregate principal balance	$	1,571,145,413.11
Percentage of initial pool balance		84.94	%
Financed Vehicle — Used:
Aggregate principal balance	$	278,517,817.20
Percentage of initial pool balance		15.06	%
Financed Vehicle — Car:
Aggregate principal balance	$	529,308,510.71
Percentage of initial pool balance		28.62	%
Financed Vehicle — Light Truck:
Aggregate principal balance	$	1,320,354,719.60
Percentage of initial pool balance		71.38	%
Credit Score:
Weighted average⁽¹⁾ FICO^® score⁽³⁾ at origination		719
Weighted average⁽¹⁾ FICO^® score⁽³⁾ at origination for original term greater than 60 months		697


⁽¹⁾	Weighted averages are weighted by the principal balance of each receivable on the cutoff date.

⁽²⁾	The weighted average life of the receivables is calculated by (a) multiplying the scheduled principal payments by the number of months from the cutoff date, (b) adding the results, (c) dividing the sum by 12 and (d) dividing the result by the initial pool balance, and based on the assumption that payments are due on the first day of the month, all receivables pay as scheduled, starting one month from the cutoff date, with no delays, defaults or prepayments.

⁽³⁾	This weighted average excludes receivables representing 11.91% of the initial pool balance that have obligors (a) that are not individuals and that use financed vehicles for commercial purposes, or (b) who are individuals with minimal or no recent credit history. For a description of FICO^® scores, you should read“Sponsor and Servicer – Origination, Purchasing and Underwriting”in the prospectus. There can be no assurance that FICO^® scores will be an accurate predictor of the likelihood of repayment of the related receivable or that any obligor’s credit score would not be lower if obtained as of the cutoff date.

S-24

Distribution by Make and Model of the Receivables

The following table shows the distribution of the receivables by make and model for all models representing greater than 1.00% of initial pool balance on the cutoff date.


						Percentage of
		Number of		Aggregate		Initial Pool
Make	Model	Receivables		Principal Balance		Balance

Ford	F-150		18,983	$	416,510,256.18		22.52	%
Ford	Escape		9,324		191,900,109.09		10.37
Ford	Focus		11,035		137,138,375.84		7.41
Ford	Edge		4,659		127,130,857.04		6.87
Ford	Fusion		6,412		120,832,486.38		6.53
Ford	Mustang		4,080		90,521,390.86		4.89
Ford	F-250		2,927		86,984,433.09		4.70
Ford	Explorer		3,348		61,190,028.76		3.31
Ford	F-350		1,898		57,637,483.26		3.12
Ford	Expedition		2,037		54,532,337.01		2.95
Ford	Flex		1,543		50,378,719.24		2.72
Mercury	Mariner		1,971		42,208,561.83		2.28
Ford	Taurus		2,001		34,044,118.88		1.84
Lincoln	MKX		1,000		29,446,822.75		1.59
Ford	Ranger		2,034		28,172,085.67		1.52
Mercury	Milan		1,201		22,529,612.46		1.22
Mazda	Mazda 3		1,959		20,956,418.48		1.13
Ford	E-350		886		19,780,431.23		1.07
Lincoln	MKZ		682		18,799,128.05		1.02
Other	Other		13,421		238,969,574.21		12.92

Total			91,401	$	1,849,663,230.31		100.00	%

Geographic Distribution of the Receivables

The receivables generally are from all 50 U.S. states and the District of Columbia, based on the billing addresses of the obligors. The following table shows the states with concentrations greater than 3.00% of the initial pool balance on the cutoff date.


					Percentage of
	Number of		Aggregate		Initial Pool
State	Receivables		Principal Balance		Balance

Texas		11,643	$	256,308,297.35		13.86	%
California		7,848		165,185,856.15		8.93
Michigan		6,472		127,714,025.33		6.90
Florida		5,559		109,466,396.77		5.92
New York		4,259		87,729,738.17		4.74
Illinois		4,368		83,759,883.40		4.53
Ohio		3,860		75,843,200.03		4.10
Pennsylvania		4,014		74,240,920.15		4.01
New Jersey		2,961		59,871,598.85		3.24
Georgia		2,742		57,026,853.84		3.08
Other		37,675		752,516,460.27		40.68

Total		91,401	$	1,849,663,230.31		100.00	%

S-25

Distribution by FICO^® Score of the Receivables

The following table shows the distribution of the receivables by FICO^® score at their origination dates.


					Percentage of
	Number of		Aggregate		Initial Pool
FICO^® Score⁽¹⁾ Range	Receivables		Principal Balance		Balance


Greater than 749		34,261	$	640,481,707.91		34.63	%
700 – 749		15,292		316,092,202.45		17.09
650 – 699		15,843		338,048,247.82		18.28
600 – 649		9,835		210,002,708.04		11.35
250 – 599		5,969		124,697,191.97		6.74
Commercial⁽²⁾		8,825		199,369,825.45		10.78
No FICO score⁽³⁾		1,376		20,971,346.67		1.13

Total		91,401	$	1,849,663,230.31		100.00	%


⁽¹⁾	For a description of FICO^® scores, you should read“Sponsor and Servicer – Origination, Purchasing and Underwriting” in the prospectus. There can be no assurance that FICO^® scores will be an accurate predictor of the likelihood of repayment of the related receivable or that any obligor’s credit score would not be lower if obtained as of the cutoff date.

⁽²⁾	This represents receivables with obligors that are not individuals and that use financed vehicles for commercial purposes. For a description of commercial accounts, you should read“Sponsor and Servicer – Commercial Accounts” in the prospectus.

⁽³⁾	This represents receivables with obligors who are individuals with minimal or no recent credit history.

Distribution by APR of the Receivables

The following table shows the distribution of the APRs on the receivables on the cutoff date.


					Percentage of
	Number of		Aggregate		Initial Pool
APR Range	Receivables		Principal Balance		Balance


0.00 – 0.99%		22,849	$	514,653,252.36		27.82	%
1.00 – 1.99		7,707		205,788,865.20		11.13
2.00 – 2.99		3,393		69,755,813.03		3.77
3.00 – 3.99		4,126		80,246,819.51		4.34
4.00 – 4.99		5,862		118,636,695.33		6.41
5.00 – 5.99		6,260		114,644,163.28		6.20
6.00 – 6.99		7,223		141,851,420.98		7.67
7.00 – 7.99		6,859		124,457,901.34		6.73
8.00 – 8.99		7,561		141,686,821.54		7.66
9.00 – 9.99		5,992		111,597,397.13		6.03
10.00 – 10.99		3,907		75,001,143.89		4.05
11.00 – 11.99		2,514		45,871,778.92		2.48
12.00 – 12.99		2,349		40,150,210.08		2.17
13.00 – 13.99		1,288		19,486,862.92		1.05
14.00 – 14.99		860		11,546,517.30		0.62
15.00 – 15.99		727		9,503,020.39		0.51
16.00 – 16.99		468		6,108,213.17		0.33
17.00 – 17.99		371		4,810,311.32		0.26
18.00 – 18.99		431		6,350,551.21		0.34
19.00 – 19.99		182		2,161,326.53		0.12
20.00 – 24.99		438		5,006,340.49		0.27
25.00 – 29.99		34		347,804.39		0.02

Total		91,401	$	1,849,663,230.31		100.00	%

S-26

MATURITY AND PREPAYMENT CONSIDERATIONS

General

The final scheduled payment date for each class of notes is listed on the cover of this prospectus supplement. Ford Credit determined these dates (a) for the Class A-1 notes, by selecting the latest payment date falling within the 397-day period following the date of pricing of such notes, and (b) for the offered notes, by selecting the payment date that is three months after the date calculated assuming all receivables pay as scheduled with no delays, defaults or prepayments. Ford Credit expects that the final payment of each class of notes will occur before its final scheduled payment date. The final payment of any class of notes could occur significantly earlier (or could occur later) than such class’s final scheduled payment date because the rate of payment of principal of each class of notes depends primarily on the rate of payment (including prepayment) by the obligors on the receivables.

Higher than anticipated rates of prepayment and defaults on the receivables will cause principal to be paid to the noteholders faster than expected. You will bear the risk of not being able to reinvest any principal repaid to you faster than expected at a rate of return that is equal to or greater than the rate of return on your notes. In the case of notes purchased at a discount, noteholders should consider the risk that a slower than anticipated rate of prepayments on the receivables could result in an actual rate of return that is less than the anticipated rate of return.

In addition, higher rates of prepayments and defaults on high APR receivables will reduce the amount of interest collected on the receivables and result in lower excess spread on subsequent payment dates.

Weighted Average Life of the Notes

Prepayments on the receivables can be measured relative to a prepayment standard or model. This securitization transaction uses the Absolute Prepayment Model commonly referred to as “ABS,” which uses an assumed rate of prepayment each month relative to the original number of receivables in a pool. ABS assumes that all receivables are the same size and maturity and amortize at the same rate and that in each month each receivable will be paid as scheduled or be prepaid in full. For example, in a pool of receivables originally containing 10,000 receivables, a 1% ABS rate means that 100 receivables prepay in full each month. ABS is not a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of assets. Ford Credit structured this securitization transaction assuming the receivables would prepay at a 1.3% ABS rate.

The ABS tables below were prepared by (a) classifying the pool of receivables that will be sold to the trust into sub-pools based on APR, original term, and age, (b) determining a level monthly payment for each of the sub-pools that fully amortizes the pool by the end of its remaining term to maturity, assuming that each monthly payment is made on the last day of each month and each month has 30 days, and (c) making the following assumptions:


	•	each sub-pool prepays at the specified constant monthly ABS rate, and otherwise pays as scheduled with no delays, defaults or repurchases,

	•	payments on the notes are made on the 15th of each month, and

	•	the servicer exercises its clean up call option on the first payment date that the option is available.

S-27

The sub-pools used in this analysis are shown in the table below.


			Weighted			Weighted Average		Weighted Average
	Aggregate		Average			Original Term		Remaining Term
Pool	Principal Balance		APR			(In Months)		(In Months)

1	$	231,304,386.74		0.921	%		36		34
2		11,801,742.80		14.345			34		32
3		3,140,970.32		2.892			35		29
4		513,429.76		15.598			34		28
5		28,436,123.84		3.015			36		20
6		1,515,197.33		14.201			34		20
7		79,705,729.58		6.050			48		46
8		17,432,821.92		13.758			48		46
9		2,373,907.86		6.107			48		42
10		688,176.65		13.518			48		42
11		27,503,796.23		4.963			48		31
12		3,611,572.53		13.986			47		33
13		415,312,824.43		3.769			60		58
14		69,148,563.90		12.788			60		58
15		14,990,915.50		4.308			60		54
16		3,819,965.31		12.855			60		54
17		234,074,888.99		3.996			60		41
18		16,837,406.40		13.116			60		44
19		389,223,081.24		4.996			72		70
20		73,007,028.24		12.275			72		70
21		19,975,272.72		4.509			72		66
22		3,675,026.86		12.007			72		66
23		177,932,678.09		5.162			72		52
24		23,637,723.07		12.256			72		56

Total	$	1,849,663,230.31

The results shown in the ABS tables should approximate the results that would be obtained if the analysis had been based on similar assumptions using the actual pool of receivables that will be sold to the trust, rather than on sub-pools. The actual characteristics and performance of the receivables will differ from the assumptions used in constructing the ABS tables. The ABS tables only give a general sense of how each class of notes may amortize at different assumed ABS rates with other assumptions held constant. It is unlikely that the receivables will prepay at a constant ABS rate until maturity or that all of the hypothetical pools of receivables will prepay at the same ABS rate. The diverse terms of the receivables within each hypothetical pool could produce slower or faster principal payments than indicated in the ABS tables. Any difference between those assumptions and the actual characteristics and performance of the receivables, or actual prepayment experience, will affect the weighted average life and period during which principal is paid on each class of notes.

S-28

Percent of Initial Note Principal Amount at Various ABS Rates⁽¹⁾


	ClassA-1												ClassA-2
Payment Date	0.00%		0.50%		1.00%		1.30%		1.50%		1.80%		0.00%		0.50%		1.00%		1.30%		1.50%		1.80%

Closing Date		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
December 15, 2009		91.37		89.30		87.06		85.61		84.59		82.96		100.00		100.00		100.00		100.00		100.00		100.00
January 15, 2010		82.93		78.88		74.49		71.65		69.65		66.46		100.00		100.00		100.00		100.00		100.00		100.00
February 15, 2010		74.49		68.54		62.09		57.92		54.98		50.30		100.00		100.00		100.00		100.00		100.00		100.00
March 15, 2010		66.03		58.27		49.86		44.42		40.59		34.48		100.00		100.00		100.00		100.00		100.00		100.00
April 15, 2010		57.57		48.08		37.80		31.15		26.47		19.01		100.00		100.00		100.00		100.00		100.00		100.00
May 15, 2010		49.10		37.96		25.91		18.11		12.62		3.88		100.00		100.00		100.00		100.00		100.00		100.00
June 15, 2010		40.62		27.93		14.19		5.30		0.00		0.00		100.00		100.00		100.00		100.00		100.00		95.75
July 15, 2010		32.13		17.97		2.64		0.00		0.00		0.00		100.00		100.00		100.00		100.00		94.04		78.68
August 15, 2010		23.64		8.09		0.00		0.00		0.00		0.00		100.00		100.00		100.00		89.45		78.86		61.98
September 15, 2010		15.13		0.00		0.00		0.00		0.00		0.00		100.00		100.00		91.80		75.46		63.98		45.46
October 15, 2010		6.62		0.00		0.00		0.00		0.00		0.00		100.00		100.00		79.25		61.71		49.21		29.27
November 15, 2010		0.00		0.00		0.00		0.00		0.00		0.00		100.00		95.75		66.85		47.98		34.67		13.46
December 15, 2010		0.00		0.00		0.00		0.00		0.00		0.00		100.00		85.13		54.48		34.48		20.43		0.00
January 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		100.00		74.55		42.19		21.23		6.50		0.00
February 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		94.91		63.95		30.07		8.22		0.00		0.00
March 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		85.55		53.25		18.11		0.00		0.00		0.00
April 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		76.12		42.59		6.32		0.00		0.00		0.00
May 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		66.53		31.96		0.00		0.00		0.00		0.00
June 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		56.76		21.37		0.00		0.00		0.00		0.00
July 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		46.91		10.82		0.00		0.00		0.00		0.00
August 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		37.45		0.72		0.00		0.00		0.00		0.00
September 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		27.90		0.00		0.00		0.00		0.00		0.00
October 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		18.27		0.00		0.00		0.00		0.00		0.00
November 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		8.56		0.00		0.00		0.00		0.00		0.00
December 15, 2011		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
January 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
February 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
March 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
April 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
May 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
June 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
July 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
August 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
September 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
October 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
November 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
December 15, 2012		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
January 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
February 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
March 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
April 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
May 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
June 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
July 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
August 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
September 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
October 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
November 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
December 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
January 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
February 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
March 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
April 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
May 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
June 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
July 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
August 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Weighted Average Life to Call (years)⁽²⁾		0.49		0.40		0.34		0.30		0.28		0.26		1.64		1.36		1.12		0.99		0.91		0.81
Weighted Average Life to Maturity (years)⁽²⁾		0.49		0.40		0.34		0.30		0.28		0.26		1.64		1.36		1.12		0.99		0.91		0.81


⁽¹⁾	The numbers in this table, other than the weighted average life to maturity, were calculated based on the assumption that the servicer will exercise its clean up call option on the first payment date that the option is available.

⁽²⁾	The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

The ABS Tables were prepared based on the assumptions described above, including the assumptions regarding the characteristics and performance of the receivables that will differ from the actual characteristics and performance of the receivables. You should be sure you understand these assumptions when reading the ABS Tables.

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Percent of Initial Note Principal Amount at Various ABS Rates⁽¹⁾


	ClassA-3												ClassA-4
Payment Date	0.00%		0.50%		1.00%		1.30%		1.50%		1.80%		0.00%		0.50%		1.00%		1.30%		1.50%		1.80%

Closing Date		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
December 15, 2009		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
January 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
February 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
March 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
April 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
May 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
June 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
July 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
August 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
September 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
October 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
November 15, 2010		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00		100.00
December 15, 2010		100.00		100.00		100.00		100.00		100.00		98.94		100.00		100.00		100.00		100.00		100.00		100.00
January 15, 2011		100.00		100.00		100.00		100.00		100.00		90.76		100.00		100.00		100.00		100.00		100.00		100.00
February 15, 2011		100.00		100.00		100.00		100.00		96.11		82.80		100.00		100.00		100.00		100.00		100.00		100.00
March 15, 2011		100.00		100.00		100.00		97.52		88.86		75.06		100.00		100.00		100.00		100.00		100.00		100.00
April 15, 2011		100.00		100.00		100.00		90.71		81.77		67.55		100.00		100.00		100.00		100.00		100.00		100.00
May 15, 2011		100.00		100.00		97.11		84.03		74.85		60.25		100.00		100.00		100.00		100.00		100.00		100.00
June 15, 2011		100.00		100.00		90.87		77.48		68.10		53.18		100.00		100.00		100.00		100.00		100.00		100.00
July 15, 2011		100.00		100.00		84.71		71.08		61.52		46.33		100.00		100.00		100.00		100.00		100.00		100.00
August 15, 2011		100.00		100.00		78.84		64.98		55.26		39.83		100.00		100.00		100.00		100.00		100.00		100.00
September 15, 2011		100.00		94.91		73.06		59.02		49.17		33.54		100.00		100.00		100.00		100.00		100.00		100.00
October 15, 2011		100.00		89.44		67.37		53.19		43.25		27.47		100.00		100.00		100.00		100.00		100.00		100.00
November 15, 2011		100.00		83.99		61.77		47.49		37.49		21.62		100.00		100.00		100.00		100.00		100.00		100.00
December 15, 2011		99.32		78.56		56.25		41.93		31.89		15.98		100.00		100.00		100.00		100.00		100.00		100.00
January 15, 2012		93.94		73.15		50.83		36.50		26.47		10.57		100.00		100.00		100.00		100.00		100.00		100.00
February 15, 2012		88.51		67.76		45.49		31.21		21.22		5.38		100.00		100.00		100.00		100.00		100.00		100.00
March 15, 2012		83.04		62.39		40.25		26.06		16.13		0.41		100.00		100.00		100.00		100.00		100.00		100.00
April 15, 2012		77.52		57.04		35.10		21.05		11.22		0.00		100.00		100.00		100.00		100.00		100.00		86.80
May 15, 2012		71.98		51.73		30.06		16.18		6.49		0.00		100.00		100.00		100.00		100.00		100.00		73.04
June 15, 2012		66.38		46.44		25.10		11.46		1.94		0.00		100.00		100.00		100.00		100.00		100.00		59.98
July 15, 2012		60.90		41.30		20.34		6.95		0.00		0.00		100.00		100.00		100.00		100.00		92.72		47.70
August 15, 2012		55.45		36.23		15.72		2.62		0.00		0.00		100.00		100.00		100.00		100.00		80.14		36.17
September 15, 2012		49.97		31.21		11.20		0.00		0.00		0.00		100.00		100.00		100.00		95.23		68.11		25.34
October 15, 2012		45.60		27.15		7.50		0.00		0.00		0.00		100.00		100.00		100.00		84.75		58.20		16.39
November 15, 2012		41.18		23.10		3.89		0.00		0.00		0.00		100.00		100.00		100.00		74.60		48.72		8.38
December 15, 2012		36.73		19.07		0.34		0.00		0.00		0.00		100.00		100.00		100.00		64.81		39.67		1.49
January 15, 2013		32.24		15.05		0.00		0.00		0.00		0.00		100.00		100.00		90.47		55.37		31.06		0.00
February 15, 2013		27.71		11.06		0.00		0.00		0.00		0.00		100.00		100.00		80.13		46.30		22.91		0.00
March 15, 2013		23.14		7.08		0.00		0.00		0.00		0.00		100.00		100.00		70.04		37.59		15.20		0.00
April 15, 2013		18.54		3.12		0.00		0.00		0.00		0.00		100.00		100.00		60.19		29.24		7.95		0.00
May 15, 2013		14.92		0.00		0.00		0.00		0.00		0.00		100.00		99.89		52.08		22.12		1.53		0.00
June 15, 2013		11.28		0.00		0.00		0.00		0.00		0.00		100.00		90.31		44.16		15.28		0.00		0.00
July 15, 2013		7.60		0.00		0.00		0.00		0.00		0.00		100.00		80.76		36.42		8.71		0.00		0.00
August 15, 2013		3.97		0.00		0.00		0.00		0.00		0.00		100.00		71.44		28.98		2.48		0.00		0.00
September 15, 2013		0.31		0.00		0.00		0.00		0.00		0.00		100.00		62.15		21.71		0.00		0.00		0.00
October 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		90.91		53.84		15.27		0.00		0.00		0.00
November 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		80.79		45.56		9.00		0.00		0.00		0.00
December 15, 2013		0.00		0.00		0.00		0.00		0.00		0.00		70.58		37.32		2.89		0.00		0.00		0.00
January 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		60.29		29.13		0.00		0.00		0.00		0.00
February 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		49.91		20.96		0.00		0.00		0.00		0.00
March 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		39.45		12.84		0.00		0.00		0.00		0.00
April 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		30.83		6.13		0.00		0.00		0.00		0.00
May 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		22.14		0.00		0.00		0.00		0.00		0.00
June 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		13.58		0.00		0.00		0.00		0.00		0.00
July 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		4.93		0.00		0.00		0.00		0.00		0.00
August 15, 2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Weighted Average Life to Call (years)⁽²⁾		2.88		2.56		2.20		1.99		1.85		1.65		4.26		3.97		3.55		3.24		3.01		2.67
Weighted Average Life to Maturity (years)⁽²⁾		2.88		2.56		2.20		1.99		1.85		1.65		4.26		3.97		3.55		3.24		3.01		2.67


⁽¹⁾	The numbers in this table, other than the weighted average life to maturity, were calculated based on the assumption that the servicer will exercise its clean up call option on the first payment date that the option is available.

⁽²⁾	The weighted average life of a note is calculated by (a) multiplying the amount of each principal payment on a note by the number of years from the date of the issuance of the note to the related payment date, (b) adding the results and (c) dividing the sum by the initial principal amount of the note.

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DESCRIPTION OF THE NOTES

The trust will issue the notes under an indenture between the trust and the indenture trustee. The following summary is not a complete description of all the provisions of the notes or the indenture. For more information about the notes and the indenture, you should read “Description of the Notes” in the prospectus and the form of indenture that is included as an exhibit to the registration statement filed with the SEC that includes the prospectus.

Available Funds

Payments on the notes will be made from “Available Funds,” which for any payment date generally will be equal to collections on the receivables for the collection period, amounts paid to the trust by the depositor or Ford Credit to repurchase ineligible receivables or by the servicer to purchase servicer impaired receivables or receivables modified by the servicer for the preceding month and amounts withdrawn from the reserve account. For each payment date, the “collection period” is the month preceding such payment date. For each collection period, “collections” generally will consist of (a) all principal and interest collected on the receivables and applied by the servicer during the period, (b) all amounts received under physical damage, credit life and disability insurance policies on the financed vehicles or obligors, (c) rebates of cancelled extended warranty protection plans, insurance policies and similar products, (d) net auction proceeds from the sale of repossessed vehicles and other amounts received on defaulted accounts, and (e) net recoveries on charged off accounts.

The following diagram shows the sources of Available Funds for each payment date. Available Funds, including amounts withdrawn from the reserve account to cover shortfalls, are the only funds that will be used to make payments to the noteholders on each payment date.

Payments of Interest

Interest will accrue on the notes at the per annum interest rate for each class specified on the cover of this prospectus supplement and will be due and payable to the noteholders on each payment date. The trust will make interest payments on each payment date to the noteholders of record on the day before the payment date.

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Interest on theClass A-1 notes will accrue on an “actual/360” basis from the preceding payment date to the following payment date (or from the closing date to December 15, 2009, for the first period). Interest on all other classes of notes will accrue on a “30/360” basis from the 15th day of the preceding month to the 15th day of the current month (or from the closing date to December 15, 2009, for the first period).

All interest that is due but not paid on any payment date will be due on the next payment date, together with interest on such unpaid amount at the applicable interest rate. Failure to pay interest that is due on the Controlling Class that continues for five days will be an Event of Default. Failure to pay interest that is due on any class of notes that is not part of the Controlling Class will not be an Event of Default.

The trust will make interest payments on the notes on each payment date from Available Funds. Interest payments will not be made on any junior ranking class of notes until all interest payments due on all more senior classes of notes are paid in full.

If the amount of Available Funds, including the amount withdrawn from the reserve account, is insufficient to pay all interest due on any class of notes on any payment date, each holder of notes of that class will receive its pro rata share of the amount that is available. Any priority principal payments on more senior classes of notes will be made before the payment of interest due on the Class B, Class C or Class D notes.

For a more detailed description of the priority of payments made from Available Funds on each payment date, including priority payments of principal on senior classes of notes, you should read “— Priority of Payments” in this prospectus supplement.

If the notes are accelerated after an Event of Default, interest due on the Class B notes will not be paid until interest and principal on the Class A notes are paid in full. Thereafter, interest due on junior classes of notes will not be paid until both interest and principal on all classes senior in priority are paid in full.

For a more detailed description of the payment priorities following an acceleration of the notes, you should read “— Post-Acceleration Priority of Payments” in this prospectus supplement.

Payments of Principal

The trust will make principal payments on the notes on each payment date in the amounts described below. Principal payments will be made sequentially to each class in order of seniority, starting with theClass A-1 notes. The trust will not make principal payments on any class of notes until the principal amounts of all more senior classes are paid in full. The principal amount of each class of notes is expected to be repaid by that class’s final scheduled payment date. On the final scheduled payment date for each class of notes, no interest will be paid on any subordinate class of notes until both interest and principal on the maturing class of notes are paid in full. If the principal amount of any class of notes is not repaid in full by its final scheduled payment date, an Event of Default will occur and the principal amount of all classes of notes may be declared immediately due and payable.

TheClass A-1 notes benefit from a “turbo” feature that will apply all Available Funds remaining after payment of the senior fees and expenses of the indenture trustee, the owner trustee and the trust, the servicing fee, the interest on the notes and any required deposits to the reserve account, including the portion of such remaining Available Funds that constitutes excess spread, to pay principal of theClass A-1 notes until paid in full. After theClass A-1 notes have been paid in full, Available Funds remaining after payment of such amounts are applied to pay principal of the other notes sequentially by class until the Targeted Overcollateralization Amount is reached before any funds will be distributed to the holder of the residual interest.

After the Targeted Overcollateralization Amount is reached, principal generally will be paid on the notes on each payment date, sequentially by class, in an amount equal to the excess of (a) the

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principal amount of the notes as of the end of the preceding payment date over (b) the excess of the pool balance as of the last day of the preceding month over the Targeted Overcollateralization Amount for the current payment date. In other words, principal will be paid on the notes on each payment date in an amount equal to the decrease in the pool balance for the preceding month less the decrease in the Targeted Overcollateralization Amount for the current payment date. All Available Funds, including collections of interest on the receivables, will be used to make these principal payments.

Unless a priority principal payment is required, principal will be paid to noteholders on each payment date only after all interest due on the notes is paid in full and all required deposits to the reserve fund are made. Priority principal payments are required when the Adjusted Pool Balance is less than the principal amount of one or more classes of notes. Priority principal payments are also required when any class of notes is not paid in full before its final scheduled payment date. These priority principal payments will be made on the senior classes of notes before payments of interest on subordinated classes of notes.

If required, priority principal payments will be made on the Class A notes, sequentially by class, before any interest is paid on the Class B, Class C or Class D notes, on the Class B notes before any interest is paid on the Class C or Class D notes, and on the Class C notes before any interest is paid on the Class D notes. The “priority principal payments” are:


	•	a “First Priority Principal Payment” payable to the Class A noteholders, sequentially by class, equal to the excess of the principal amount of the Class A notes as of the end of the preceding payment date over the Adjusted Pool Balance, except that on and after the final scheduled payment date for each class of Class A notes, this amount will be the principal amount of that class of Class A notes until paid in full,

	•	a “Second Priority Principal Payment” payable to the Class A and Class B noteholders, sequentially by class, equal to (1) the excess of the principal amount of the Class A and Class B notes as of the end of the preceding payment date over the Adjusted Pool Balance, minus (2) the amount of any First Priority Principal Payment, except that on and after the final scheduled payment date for the Class B notes, this amount will be the principal amount of the Class B notes until paid in full, and

	•	a “Third Priority Principal Payment” payable to the Class A, Class B and Class C noteholders, sequentially by class, equal to (1) the excess of the principal amount of the Class A, Class B and Class C notes as of the end of the preceding payment date over the Adjusted Pool Balance, minus (2) the amount of any First Priority Principal Payment and Second Priority Principal Payment, except that on and after the final scheduled payment date for the Class C notes, this amount will be the principal amount of the Class C notes until paid in full.

The Regular Principal Payment will be paid to the notes sequentially by class after all interest due on the notes is paid in full. The Regular Principal Payment includes the “turbo” feature described above that pays theClass A-1 notes in full and then pays principal on the notes to the extent required to reach the Targeted Overcollateralization Amount before any funds are distributed to the holder of the residual interest. The “Regular Principal Payment” is equal to:


	•	the greater of (a) the principal amount of theClass A-1 notes as of the end of the preceding payment date and (b) the excess of the principal amount of the notes over an amount equal to the pool balance minus the Targeted Overcollateralization Amount, minus

	•	the sum of any First Priority Principal Payment, Second Priority Principal Payment and Third Priority Principal Payment,

except that on and after the final scheduled payment date for the Class D notes, the Regular Principal Payment will be the principal amount of the Class D notes until paid in full.

Until the Targeted Overcollateralization Amount is reached, the amount of the Regular Principal Payment will be limited by the remaining Available Funds after all senior ranking payments are made.

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Priority of Payments

On each payment date, the servicer will instruct the indenture trustee to apply Available Funds for the collection period to make payments and deposits in the order of priority listed below and, unless otherwise indicated below, pro rata based on the respective amounts due. This priority will apply unless the notes are accelerated after an Event of Default:


	(1)	to the indenture trustee and the owner trustee all amounts due, including indemnities, and to or at the direction of the trust, any expenses incurred in accordance with the transaction documents, in each case, to the extent not paid by the depositor or administrator, up to a maximum of $150,000 per year,

	(2)	to the servicer, any servicing fees due,

	(3)	to the Class A noteholders, interest due on the Class A notes, pro rata based on the principal amount of the Class A notes as of the end of the preceding payment date,

	(4)	to the Class A noteholders, sequentially by class, in each case until paid in full, principal in an amount equal to the First Priority Principal Payment, if any,

	(5)	to the Class B noteholders, interest due on the Class B notes,

	(6)	to the Class A and Class B noteholders, sequentially by class, principal in an amount equal to the Second Priority Principal Payment, if any,

	(7)	to the Class C noteholders, interest due on the Class C notes,

	(8)	to the Class A, Class B and Class C noteholders, sequentially by class, principal in an amount equal to the Third Priority Principal Payment, if any,

	(9)	to the Class D noteholders, interest due on the Class D notes,

	(10)	to the reserve account, the amount, if any, required to replenish the reserve account to its original balance,

	(11)	to the noteholders, sequentially by class, in each case until paid in full, principal in an amount equal to the Regular Principal Payment,

	(12)	to the indenture trustee and the owner trustee and to or at the direction of the trust, all amounts due but not paid under item (1), and

	(13)	to the holder of the residual interest in the trust, any remaining Available Funds.

If Available Funds on any payment date are insufficient to cover all amounts payable under items (1) through (9) (including to pay any class in full on its final scheduled payment date), the servicer will direct the indenture trustee to withdraw the amount of the shortfall from the reserve account to the extent available and use it to pay items (1) through (9) (including to pay any class in full on its final scheduled payment date).

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The following diagram shows how payments from Available Funds are made on each payment date. This priority will apply unless the notes are accelerated after an Event of Default.

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Events of Default and Acceleration

Each of the following will be an “Event of Default” under the indenture:


	•	failure to pay interest due on the notes of the Controlling Class within five days after any payment date,

	•	failure to pay the principal amount of any class of notes in full on its final scheduled payment date,

	•	breach by the trust of its covenants or representations, not cured within 60 days after being notified of the breach, and

	•	a bankruptcy or dissolution of the trust.

Upon a bankruptcy or dissolution of the trust, the notes will be accelerated automatically. Upon any other Event of Default, the notes may be accelerated by the holders of a majority of the note balance of the Controlling Class.

If the notes are accelerated after an Event of Default, the priority of payments will change and the trust will not pay interest on notes that are not part of the Controlling Class until both interest and principal on the Controlling Class are paid in full.

For a more detailed description of Events of Default and the rights of noteholders following an Event of Default, you should read “Description of the Notes — Events of Default and Remedies” in the prospectus.

Post-Acceleration Priority of Payments.

If the notes are accelerated after an Event of Default, on each payment date, the servicer will instruct the indenture trustee to apply Available Funds for the collection period and all amounts on deposit in the reserve account to make payments in the order of priority listed below and, unless otherwise indicated below, pro rata based on the respective amounts due:


	(1)	to the indenture trustee and the owner trustee, all amounts due, and to or at the direction of the trust any expenses incurred in accordance with the transaction documents,

	(2)	to the servicer, all unpaid servicing fees,

	(3)	to the Class A noteholders, interest due on the Class A notes, pro rata based on the principal amount of the Class A notes as of the end of the preceding payment date,

	(4)	to the Class A noteholders, sequentially by class, principal of the Class A notes until paid in full,

	(5)	to the Class B noteholders, interest due on the Class B notes,

	(6)	to the Class B noteholders, principal of the Class B notes until paid in full,

	(7)	to the Class C noteholders, interest due on the Class C notes,

	(8)	to the Class C noteholders, principal of the Class C notes until paid in full,

	(9)	to the Class D noteholders, interest due on the Class D notes,

	(10)	to the Class D noteholders, principal of the Class D notes until paid in full, and

	(11)	to the holder of the residual interest in the trust, any remaining amounts.

For a more detailed description of Events of Default and your rights following Events of Default, you should read “Description of the Notes — Events of Default and Remedies” in the prospectus.

Residual Interest; Issuance of Additional Securities

The depositor will hold the residual interest in the trust initially and will be entitled to any amounts not needed on any payment date to make required payments on the notes, pay the fees and expenses of the trust or make deposits into the reserve account.

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The depositor may exchange all or a portion of its residual interest for additional notes or certificates issued by the trust if certain conditions are satisfied. The depositor may register those additional securities and sell them publicly or may sell them in a private placement. Because any additional securities will be subordinated to the notes and paid only from amounts otherwise payable to the depositor, no approval of the noteholders will be required and no notice of the issuance will be provided to the noteholders.

For a more detailed description of the issuance of additional securities and the conditions to an additional issuance, you should read “Description of the Notes — Residual Interest; Issuance of Additional Securities” in the prospectus.

Optional Redemption or “Clean Up Call” Option

The servicer will have a “clean up call” option to purchase the receivables from the trust on any payment date that the pool balance as of the end of the related collection period is 5% or less of the initial pool balance. The servicer will notify the indenture trustee, the owner trustee and the rating agencies at least ten days before the payment date on which the option is exercised. The servicer will exercise the option by depositing the purchase price for the receivables into the collection account on the business day preceding the payment date on which the option is exercised, and the trust will transfer the receivables to the servicer. The indenture trustee will notify the noteholders of the redemption and provide instructions for surrender of the notes for final payment of interest and principal on the notes. The servicer may exercise its clean up call option only if the purchase price for the receivables plus the collections in the collection account in the final collection period will be sufficient to pay in full the notes and all fees and expenses of the trust. The purchase price paid by the servicer for the receivables will be the remaining principal balance of the receivables.

CREDIT ENHANCEMENT

This securitization transaction is structured to provide credit enhancement that increases the likelihood that the trust will make timely payment of interest and principal on the notes and decrease the likelihood that losses on the receivables will impair the trust’s ability to do so. The amount of credit enhancement will be limited and there can be no assurance it will be sufficient in all circumstances. The noteholders will have no recourse to the depositor or the servicer as a source of payment.

Reserve Account

The depositor will establish the reserve account with the indenture trustee for the benefit of the noteholders. On the closing date, the depositor will make a deposit into the reserve account from the net proceeds from the sale of the notes equal to $18,496,632.30, which is 1.00% of the initial pool balance.

If, on any payment date, collections on the receivables and amounts, if any, paid by the depositor or the servicer to purchase any receivables are insufficient to pay specified fees and expenses of the indenture trustee and owner trustee, the servicing fee, interest payments and any priority principal payments on the notes, the servicer will direct the indenture trustee to withdraw amounts in the reserve account to cover the shortfalls. In addition, if any class of notes is not paid in full on its final scheduled payment date, the servicer will direct the indenture trustee to withdraw the amount required to the extent available. It is not expected that any withdrawals from the reserve account will be required. If the amount in the reserve account is less than this shortfall, payments due on the notes could be delayed. Depletion of the reserve account ultimately could result in losses on the notes.

If a withdrawal from the reserve account is made on any payment date, the trust will deposit Available Funds into the reserve account on future payment dates after making all senior ranking payments until the reserve account is replenished to its initial level.

Upon payment of the notes in full, the trust will withdraw any funds remaining in the reserve account and distribute them to the holder of the residual interest. Investment earnings on amounts in the reserve account will be paid to the servicer on each payment date as described under“Servicing

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the Receivables and the Securitization Transaction — Servicing Fees”in the prospectus and will not be available to the trust.

For a more detailed description of how monies in the reserve account may be invested, you should read “Servicing the Receivables and the Securitization Transaction — Trust Bank Accounts” in the prospectus.

Subordination

This securitization transaction is structured so that the trust will pay interest to all classes of the Class A notes pro rata based on the principal amount of the Class A notes as of the end of the preceding payment date, and then will pay interest sequentially to the remaining classes of notes in order of seniority.

The trust will pay principal sequentially, beginning with theClass A-1 notes, and will not pay principal on any class of notes until the principal amount of all senior ranking classes of notes is paid in full. In addition, if a priority principal payment is required on any payment date, the trust will pay principal to the most senior class of notes outstanding prior to the payment of interest on the affected subordinated notes on that payment date.

If the notes are accelerated after an Event of Default, the priority of payments will change and the trust will pay interest and principal sequentially by class, beginning with the Class A notes (paying interest on the Class A notes, pro rata, and principal on the Class A notes sequentially, beginning with theClass A-1 notes), and will not pay interest or principal on the Class B, Class C and Class D notes until all senior ranking classes of notes are paid in full. These subordination features provide credit enhancement to more senior ranking classes of notes, with the Class A notes benefiting the most.

Overcollateralization

Overcollateralization is the amount by which the pool balance exceeds the principal amount of the notes. The initial amount of overcollateralization will be $150,863,230.31, or 8.16% of the initial pool balance. Overcollateralization may also be expressed as a percentage of the Adjusted Pool Balance, in order to identify the overcollateralization exclusive of the Yield Supplement Overcollateralization Amount. The Adjusted Pool Balance as of the closing date will be approximately equal to the aggregate initial principal amount of the Class A, Class B and Class C notes. On an Adjusted Pool Balance basis, the initial amount of overcollateralization for the notes is actually negative, resulting in undercollateralization of approximately 2.00% of the Adjusted Pool Balance, which is approximately the principal amount of the Class D notes. Overcollateralization expressed as a percentage of initial pool balance will vary among the depositor’s securitization transactions as a result of changes in interest rates on the notes, the APRs of the underlying receivables and the specified rate used to determine the yield supplement overcollateralization amount. Overcollateralization expressed as a percentage of initial Adjusted Pool Balance, however, is expected to stay the same.

The following table shows the notes as a percentage of the initial pool balance and as a percentage of the initial Adjusted Pool Balance. The percentages may not sum due to rounding.


	Notes as a			Notes as a
	Percentage of Initial			Percentage of Initial
	Pool Balance			Adjusted Pool Balance

Class A notes		85.55	%		95.00	%
Class B notes		2.70			3.00
Class C notes		1.80			2.00
Class D Notes		1.80			2.00

Total		91.84	%		102.00	%

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This securitization transaction is structured to use all Available Funds remaining after payments in respect of the senior fees and expenses of the trust, the interest on the notes, any Priority Principal Payments and any required deposits to the reserve account, including the portion of such remaining Available Funds that constitutes excess spread, to make principal payments on the notes until the Targeted Overcollateralization Amount is reached.

The “Targeted Overcollateralization Amount” for each payment date will be equal to the sum of:


	•	the Yield Supplement Overcollateralization Amount, plus

	•	the excess, if any, of (a) 1.50% of the current pool balance over (b) 1.00% of the initial pool balance (the amount required to be deposited in the reserve account).

Thus, the Targeted Overcollateralization Amount will generally adjust each month based on (a) decreases in the pool balance due to actual payments (including prepayments) of principal made on the receivables and losses on charged off receivables, and (b) the scheduled decrease in the Yield Supplement Overcollateralization Amount for that month.

To increase the amount of overcollateralization on any payment date and reach the Targeted Overcollateralization Amount, the trust must make principal payments on the notes in an amount greater than the decline in the pool balance for the preceding month. The use of excess spread to make Regular Principal Payments and priority principal payments is expected to increase overcollateralization as a percentage of each class’s principal amount. The class of notes receiving principal payments will experience the greatest increase in overcollateralization. When the actual amount of overcollateralization is less than the Targeted Overcollateralization Amount, principal payments will be made to the noteholders from Available Funds until the Targeted Overcollateralization Amount is reached.

When the pool balance has decreased to the point where 1.50% of the current pool balance is equal to or less than 1.00% of the initial pool balance, the Targeted Overcollateralization Amount will be equal to the Yield Supplement Overcollateralization Amount for that payment date. Therefore, after that point, the principal payable on the notes on each payment date will be equal to the decrease in the pool balance for the preceding month less the scheduled decrease in the Yield Supplement Overcollateralization Amount for the current payment date.

Because the pool of receivables includes a substantial number of low APR receivables, the pool could generate less collections of interest than the sum of the senior fees and expenses of the trust, the interest payments on the notes and any required deposits to the reserve account if the low APR receivables are not adequately offset by high APR receivables in the pool. The Yield Supplement Overcollateralization Amount for each payment date approximates the present value of the amount by which future payments on receivables with APRs below a specified rate are less than future payments would be on such receivables if their APRs were equal to the specified rate. The specified rate is set by the depositor at a level that will result in an amount of excess spread sufficient to obtain the required ratings on the notes, and will at least equal the highest interest rate on the notes plus the servicing fee. The inclusion of the Yield Supplement Overcollateralization Amount in the Targeted Overcollateralization Amount and thus in the Regular Principal Payment has the effect of supplementing interest collections for low APR receivables with principal collections.

The “Yield Supplement Overcollateralization Amount” for the closing date and any payment date is equal to the sum of the excess, if any, for each receivable of (a) the present value of all future payments due on the receivable discounted at the APR of the receivable over (b) the present value of all future payments due on the receivable discounted at a specified rate of 10.00%. For purposes of this calculation, future payments on each receivable are assumed to be equal monthly payments made over the remaining scheduled term regardless of any prepayments prior to the cutoff date and without any delays, defaults or prepayments. The Yield Supplement Overcollateralization Amount is calculated as of the cutoff date for all future payment dates and will not be recalculated to give effect to delays, defaults or prepayments. Thus, if a low APR receivable prepays, the related portion of the Yield Supplement Overcollateralization Amount will continue to provide credit enhancement for the

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notes and yield enhancement for other low APR receivables as a component of the Targeted Overcollateralization Amount.

The Yield Supplement Overcollateralization Amount for the closing date and each payment date will be:


Closing Date	$	184,121,734.56
December 2009		177,505,863.68
January 2010		171,010,432.01
February 2010		164,636,690.03
March 2010		158,385,425.03
April 2010		152,257,594.24
May 2010		146,254,117.71
June 2010		140,375,861.83
July 2010		134,623,701.12
August 2010		128,998,483.49
September 2010		123,500,892.76
October 2010		118,131,370.07
November 2010		112,889,990.09
December 2010		107,776,782.47
January 2011		102,791,759.31
February 2011		97,935,730.81
March 2011		93,209,709.70
April 2011		88,614,807.93
May 2011		84,152,177.53
June 2011		79,822,892.69
July 2011		75,627,916.09
August 2011		71,567,354.17
September 2011		67,640,864.75
October 2011		63,847,670.61
November 2011		60,186,843.87
December 2011		56,658,726.89
January 2012		53,263,814.28
February 2012		50,002,945.60
March 2012		46,876,669.35
April 2012		43,886,023.95
May 2012		41,031,973.78
June 2012		38,315,449.95
July 2012		35,737,221.20
August 2012		33,297,208.21
September 2012		30,991,546.15
October 2012		28,814,448.72
November 2012	$	26,747,960.02
December 2012		24,777,609.53
January 2013		22,893,061.48
February 2013		21,094,345.86
March 2013		19,382,044.16
April 2013		17,756,833.62
May 2013		16,219,495.55
June 2013		14,770,563.93
July 2013		13,410,261.40
August 2013		12,133,896.88
September 2013		10,936,081.64
October 2013		9,812,971.17
November 2013		8,760,957.14
December 2013		7,778,325.43
January 2014		6,863,314.40
February 2014		6,015,855.39
March 2014		5,235,975.15
April 2014		4,524,273.09
May 2014		3,881,121.19
June 2014		3,307,004.66
July 2014		2,802,152.66
August 2014		2,364,431.73
September 2014		1,987,522.15
October 2014		1,665,167.64
November 2014		1,384,136.36
December 2014		1,136,684.15
January 2015		914,003.50
February 2015		716,005.03
March 2015		542,696.90
April 2015		394,315.43
May 2015		270,736.64
June 2015		172,056.13
July 2015		98,245.05
August 2015		48,735.35
September 2015		18,907.40
October 2015		4,958.35

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Excess Spread

For any payment date, excess spread is equal to the excess of (a) the sum of the interest collections and principal collections equal to the decline in the yield supplement overcollateralization amount from the preceding payment date (or closing date, as applicable), over (b) the sum of the senior fees and expenses of the trust, the interest on the notes and any required deposits to the reserve account. Any excess spread will be applied on each payment date, as a component of Available Funds, to make principal payments on theClass A-1 notes until paid in full and then to make principal payments on the most senior class of notes to the extent necessary to reach the targeted overcollateralization amount.

In general, having excess spread available to pay principal on the notes provides a source of funds to absorb losses on the receivables. To the extent the amount of excess spread used to pay principal exceeds the amount of any losses, it causes the principal of the notes to be paid more rapidly than the principal of the receivables, which increases the overcollateralization as described under“Description of the Notes — Payments of Principal”in this prospectus supplement.

TRANSACTION FEES AND EXPENSES

The following table shows the amount or formula for the fees payable to the indenture trustee, the owner trustee and the servicer. On each payment date the servicer will instruct the indenture trustee to make the payments below to the indenture trustee and the owner trustee to the extent these fees have not been paid by the depositor or the administrator and to the servicer, from Available Funds in the order and priority described under“Description of the Notes — Priority of Payments” in this prospectus supplement. These fees will not change during the term of this securitization transaction. The fees to the indenture trustee and owner trustee may be paid monthly, annually or on another schedule as agreed by the administrator and the indenture trustee or owner trustee.


Fee		Monthly Amount

Indenture trustee fee		1/12 of $7,500
Owner trustee fee		1/12 of $3,500
Servicing fee		1/12 of 1.00% of the pool balance

The indenture trustee fee is paid to the indenture trustee for performance of the indenture trustee’s duties under the indenture. The owner trustee fee is paid to the owner trustee for performance of the owner trustee’s duties under the trust agreement. The trust will pay and reimburse the indenture trustee and the owner trustee for its fees and reasonable out of pocket expenses incurred under the indenture and the trust agreement, respectively, each to the extent not paid by the depositor or the administrator. The trust also will pay any indemnities owed to the indenture trustee or owner trustee to the extent not paid by the depositor or the administrator. For information regarding indemnities applicable to the indenture trustee and the owner trustee you should read“Indenture Trustee”and “Owner Trustee”in the prospectus. The servicing fee is paid to the servicer for the servicing of the receivables under the sale and servicing agreement. The servicer will be responsible for its own expenses under the servicing agreement except that the servicer may net from collections the costs and expenses of the repossession and disposition of financed vehicles and external costs of collection on charged off accounts.

MONTHLY INVESTOR REPORTS

On or about the 10th day of each month before the payment date, the servicer will prepare and deliver an investor report to the owner trustee, the indenture trustee, the depositor and, if requested, the rating agencies. Each investor report will contain information about payments to be made on the notes on the payment date, the performance of the receivables during the collection period and the

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status of any credit enhancement. An officer of the servicer will certify the accuracy of the information in each investor report. For so long as the trust is required to file reports under the Securities Exchange Act of 1934, the servicer will file the investor reports with the SEC onForm 10-D within 15 days after each payment date. The servicer will post each investor report on its website located at www.fordcredit.com/institutionalinvestments/index.jhtml. The investor report will contain the following information for each payment date:


	•	collections on the receivables allocated by interest and principal,

	•	fees and expenses payable to the indenture trustee, the owner trustee and the trust,

	•	servicing fee payable to the servicer,

	•	amount of interest and principal payable and paid on each class of notes, in each case expressed as an aggregate amount and per $1,000 of principal amount,

	•	the Regular Principal Payment and any priority principal payments,

	•	the principal amount of each class of notes at the beginning of the period and the end of the period and the note factors needed to compute the principal amount of each class of notes, in each case giving effect to all payments to be made on the payment date,

	•	the balance of the reserve account and the amount of any withdrawals from or deposits to the reserve account to be made on the payment date,

	•	information on the performance of the receivables for the collection period, including the pool balance, collections and the aggregate amount paid by Ford Credit or the depositor to repurchase ineligible receivables, servicer impaired receivables or receivables modified by the servicer, the number of receivables remaining in the pool and the pool factor,

	•	delinquency, repossession and credit loss information on the receivables for the collection period,

	•	the Targeted Overcollateralization Amount and the Yield Supplement Overcollateralization Amount for the payment date, and

	•	the amount of Available Funds released to the holder of the residual interest.

If any required payments are past due and unpaid, the investor report will indicate any changes to the amount unpaid. The servicer will use the investor report to instruct the indenture trustee on payments to be made to the noteholders on each payment date. The indenture trustee will have no obligation to verify calculations made by the servicer.

ANNUAL COMPLIANCE REPORTS

The servicer will prepare a number of reports, statements or certificates for the trust. No later than 90 days after the end of the calendar year (or April 30 if the trust is no longer reporting under the Securities Exchange Act of 1934), the servicer will provide to the depositor, the owner trustee, the indenture trustee and the rating agencies:


	•	Compliance Certificate: a certificate stating that the servicer has fulfilled all of its obligations under the sale and servicing agreement in all material respects throughout the preceding calendar year or, if there has been a failure to fulfill any such obligation in any material respect, specifying the nature and status of each failure,

	•	Assessment of Compliance: a report on an assessment of compliance with the minimum servicing criteria regarding general servicing, cash collection and administration, investor remittances and reporting and pool asset administration during the preceding calendar year, including disclosure of any material instance of noncompliance identified by the servicer, and

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	•	Attestation Report: a report by a registered public accounting firm that attests to, and reports on, the assessment made by the servicer of compliance with the minimum servicing criteria described above, which must be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.

For so long as the trust is required to report under the Securities Exchange Act of 1934, the servicer will file the compliance certificate, the assessment report and the attestation report with the SEC as exhibits to the trust’s annual report onForm 10-K within 90 days after the end of the calendar year. A copy of any of these items may be obtained by any noteholder by request to the indenture trustee.

TRANSFERS OF THE RECEIVABLES

Representations About the Receivables

Ford Credit will make representations about the receivables to the depositor. Generally, these representations relate to legal standards for origination and transfer of the receivables, terms of the contracts, and the security interest in the receivables. Ford Credit also will represent that the receivables satisfy the criteria described under “Receivables — Criteria for the Selection of the Receivables”in this prospectus supplement and that the data relating to the characteristics of the receivables described under “Receivables — Composition of the Receivables”in this prospectus supplement are true and correct in all material respects.

In addition, Ford Credit will represent that:


	•	it did not use selection procedures believed to be adverse to the noteholders in selecting the receivables from Ford Credit’s portfolio of receivables that meet the selection criteria,

	•	the receivables are enforceable payment obligations of the obligors and no obligor has asserted any right of rescission, setoff or defenses against the receivable,

	•	immediately before the sale of the receivables to the depositor, Ford Credit had good title to each receivable, free and clear of any liens not permitted by the transaction documents,

	•	it has a first priority perfected security interest or has commenced procedures that will result in the perfection of a first priority security interest in the related financed vehicles in favor of Ford Credit, and

	•	the receivables were originated and serviced in compliance with applicable federal, state and local laws in all material respects.

The depositor will make similar representations to the trust. The depositor also will represent that the trust will own the receivables free and clear of any liens not permitted by the transaction documents and have a perfected security interest in the receivables following the transfer of the receivables by the depositor to the trust.

Obligation to Repurchase Ineligible Receivables Upon Breach

If any of the representations made by Ford Credit about a receivable was untrue when made, the affected receivable was an “ineligible receivable” that was not eligible to be sold to the depositor or the trust. If Ford Credit has actual knowledge, or receives notice from the indenture trustee, that any representation made by Ford Credit was untrue when made and the breach has a material adverse effect on any receivable, Ford Credit will be allowed to cure the breach. If Ford Credit fails to cure the breach in all material respects by the end of the second month following the month it learns of the breach, it must repurchase the ineligible receivable. As of the last day of the cure period or at Ford Credit’s option, earlier, Ford Credit will pay the repurchase amount for the ineligible receivable on or before the payment date related to the collection period as of which the repurchase occurs. The

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repurchase amount for any ineligible receivable will be the remaining principal balance of the receivable plus 30 days of interest at the applicable APR.

The depositor will be subject to the same repurchase requirement if any of its representations about the receivables was untrue when made and the breach has a material adverse effect on any receivable.

Ford Credit and the depositor will be deemed to have actual knowledge of a breach if a designated employee of Ford or Ford Credit who is responsible for the securitization transaction, or a “responsible person,” learns of the breach. Ford Credit and the depositor will designate to the indenture trustee its responsible persons for this purpose. You may obtain a list of responsible persons by request to the indenture trustee or the depositor.

These repurchase obligations for ineligible receivables will be the sole remedy of the trust, the indenture trustee and the noteholders for any losses resulting from a breach of the representations of Ford Credit or the depositor. None of the indenture trustee, the owner trustee, the servicer or the depositor will have any duty to conduct an affirmative investigation as to whether any receivable may be an ineligible receivable.

AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Ford Credit is the sponsor of this securitization transaction, the original purchaser of the receivables originated by motor vehicle dealers that are being securitized and the servicer of the receivables. As the sponsor, Ford Credit has caused the depositor to be formed for purposes of participating in securitization transactions. Ford Credit is the sole member of the depositor. Ford Credit has caused the depositor to form the trust that is the issuing entity for this securitization transaction. The depositor initially will be the sole beneficiary of the trust and the holder of the residual interest in the trust.

In the ordinary course of business from time to time, Ford Credit and its affiliates have business relationships and agreements with affiliates of the owner trustee and the indenture trustee, including commercial banking and corporate trust services, committed credit facilities, underwriting agreements, hedging agreements, and investment and financial advisory services, all on arm’s length terms and conditions.

TAX MATTERS

You should consider the following discussion of certain material federal income tax consequences to investors of the purchase, ownership and disposition of the Class A notes only in connection with“Tax Matters” in the prospectus. The discussion in this prospectus supplement and in the prospectus is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. The discussion below does not purport to deal with all federal tax considerations applicable to all categories of investors. Some holders, including insurance companies, tax-exempt organizations, financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that will hold the Class A notes as part of a hedge, straddle, appreciated financial position or conversion transaction and holders that will hold the Class A notes as other than capital assets, may be subject to special rules. You are encouraged to consult with your own tax advisors to determine the particular federal, state, local and any other tax consequences of the purchase, ownership and disposition of the Class A notes.

In the opinion of Dewey & LeBoeuf LLP, tax counsel to the depositor:


	•	assuming the parties comply with the terms of the governing agreements, the trust will not be classified as an association or publicly traded partnership taxable as a corporation and as

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		long as the trust has only one owner for federal income tax purposes, the trust will not be treated as an entity separate from its owner, and


	•	the Class A notes will be treated as debt for U.S. federal income tax purposes.

Each noteholder, by its acceptance of a Class A note, agrees to treat the Class A notes as debt for federal, state and local income and franchise tax purposes.

The trust does not anticipate issuing the Class A notes with any original issue discount, as described under“Tax Matters — Tax Characterization and Treatment of the Notes — Original Issue Discount” in the prospectus.

If a Class A note is sold or retired, the seller will recognize gain or loss equal to the difference between the amount realized on the sale and the holder’s adjusted basis in that Class A note, as described under“Tax Matters — Tax Characterization and Treatment of the Notes — Disposition of Notes” in the prospectus.

ERISA CONSIDERATIONS

Employee benefit plans and other retirement plans and arrangements, or “plans”, that are subject to Title I of ERISAand/or Section 4975 of the Internal Revenue Code generally may purchase the Class A notes. Although no assurance can be given, the Class A notes are expected to be treated as “debt” and not as “equity interests” for purposes of the plan assets regulation issued by the U.S. Department of Labor because the Class A notes:


	•	are expected to be treated as debt for U.S. federal income tax purposes, and

	•	should not be deemed to have any “substantial equity features.”

Any plan subject to Title I of ERISAand/or Section 4975 of the Internal Revenue Code that purchases and holds the Class A notes will be deemed to have represented that its purchase and holding of the notes does not and will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules. Any plan subject to laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code that purchases and holds the Class A notes will be deemed to represent that its purchase and holding of the Class A notes does not constitute and will not result in a violation of such similar laws or regulations.

For additional information regarding treatment of the Class A notes under ERISA, see “ERISA Considerations” in the prospectus.

UNDERWRITING

The depositor and the underwriters named below have entered into an underwriting agreement for the notes offered by this prospectus supplement. Subject to certain conditions, each underwriter has agreed to purchase the principal amount of the offered notes indicated in the following table:


	ClassA-2		ClassA-3		ClassA-4
Underwriters	Notes		Notes		Notes
Barclays Capital Inc.	$	98,400,000	$	180,600,000	$	59,190,000
J.P. Morgan Securities Inc.		98,400,000		180,600,000		59,190,000
Morgan Stanley & Co. Incorporated		98,400,000		180,600,000		59,190,000
Credit Suisse Securities (USA) LLC		16,400,000		30,100,000		9,865,000
HSBC Securities (USA) LLC		16,400,000		30,100,000		9,865,000

Total	$	328,000,000	$	602,000,000	$	197,300,000

S-45

The underwriters will resell the offered notes to the public. The selling concessions that the underwriters may allow to certain dealers, and the discounts that those dealers may reallow to other dealers, expressed as a percentage of the initial principal amount of each class of notes, are indicated in the following table. Due to sales to affiliates, one or more of the underwriters may be required to forego a de minimis portion of the selling concessions they would otherwise be entitled to receive.


	Selling Concessions		Reallowances not
	not to exceed		to exceed
Class A-2 notes		0.150%		0.100%
Class A-3 notes		0.195%		0.130%
Class A-4 notes		0.270%		0.180%

Each class of notes is a new issue of securities with no established trading market. The depositor has been advised by the underwriters that they intend to make a market in the classes of the offered notes purchased by them but they are not obligated to do so and may discontinue market-making at any time without notice. No assurance can be given about the liquidity of the trading market for the notes.

In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may engage in various financial advisory, investment banking and commercial banking transactions with the sponsor, the depositor, the servicer and their affiliates.

All classes of notes must be issued and purchased (or retained by the depositor) for any offered notes to be issued and purchased by the underwriters.

Upon request by an investor who has received an electronic prospectus and prospectus supplement from an underwriter within the period during which there is an obligation to deliver a prospectus and prospectus supplement, the underwriter will promptly deliver, without charge, a paper copy of the prospectus and this prospectus supplement.

LEGAL OPINIONS

Dewey & LeBoeuf LLP will review or provide opinions on legal matters relating to the notes and certain federal income tax and other matters for the trust, the depositor and the servicer. Bingham McCutchen LLP will review or provide opinions on legal matters relating to the notes and other matters for the underwriters. Bingham McCutchen LLP has from time to time represented Ford Credit and its affiliates in connection with other matters.

S-46

INDEX OF DEFINED TERMS IN THE PROSPECTUS SUPPLEMENT


ABS			S-27
Adjusted Pool Balance			S-4
APR			S-10
Available Funds			S-31
clean up call			S-7
closing date			S-6
collection period			S-31
collections			S-31
Controlling Class			S-11
cutoff date			S-6
Event of Default			S-36
First Priority Principal Payment			S-33
indenture trustee			S-16
ineligible receivable			S-43
initial pool balance			S-8
offered notes			S-6
owner trustee			S-16
payment dates			S-6
priority principal payments			S-33
rating agencies			S-7
receivables			S-6
Regular Principal Payment			S-33
responsible person			S-44
Second Priority Principal Payment			S-33
Targeted Overcollateralization Amount			S-39
Third Priority Principal Payment			S-33
turbo			S-33
Yield Supplement Overcollateralization Amount			S-39

S-47

Annex A

STATIC POOL INFORMATION — PRIOR SECURITIZED POOLS

Footnotes:


(1)		Weighted averages are weighted by the principal balance of each receivable on the cutoff date.

(2)		Percentage of initial pool balance.

(3)		The weighted average life of the receivables is calculated by (a) multiplying the scheduled principal payments by the number of months from the cutoff date, (b) adding the results, (c) dividing the sum by 12 and (d) dividing the result by the initial pool balance, and based on the assumption that all payments are due on the first day of the month, all receivables pay as scheduled, starting one month from the cutoff date, with no delays, defaults or prepayments.

(4)		This weighted average excludes receivables with obligors (a) that are not individuals and that use financed vehicles for commercial purposes, and (b) who are individuals with minimal or no recent credit history. There can be no assurance that FICO^® scores will be an accurate predictor of the likelihood of repayment of the related receivable.

(5)		End-of-Period Pool Balance is the aggregate principal balance of the receivables in the securitization transaction at the end of the collection period, after giving effect to all payments received from obligors, liquidation proceeds, purchase amounts to be remitted by the servicer or seller, and all realized losses.

(6)		Cumulative Net Losses are the aggregate principal balance of all receivables that are determined to be uncollectible less any liquidation proceeds and other recoveries. Net Losses include all external costs associated with repossession and disposition of the vehicle and with continued collection efforts after charge off.

(7)		Prepayments are the aggregate principal balance of all receivables prepaid in full during the collection period.

(8)		The period of delinquency is the number of days that more than $49.99 of a scheduled payment is past due, excluding, since January 1, 2003, bankrupt accounts. The dollar amounts represent the aggregate outstanding principal balances of the delinquent accounts as of the end of the period.

(9)		Based on the billing addresses of the obligors.

A-1

Ford Credit Auto OwnerTrust 2002-A

Original Pool Characteristics


Closing Date		January 16, 2002
Cutoff Date		January 1, 2002
Number of Receivables		367,333
Initial Pool Balance	$	5,999,999,848
Principal Balance
Average	$	16,334
Highest	$	49,989
Lowest	$	250
Original Amount Financed
Average	$	20,021
Highest	$	100,000
Lowest	$	500
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		6.92	%
Highest		29.99	%
Lowest		0.01	%
APR greater than or equal to 20 percent⁽²⁾		2.03	%
Original Term
Weighted average⁽¹⁾		57.5 months
Original term greater than 60 months⁽²⁾		9.13	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		50.5 months
Remaining term greater than 60 months⁽²⁾		5.89	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.26 years
Percentage New (vs. Used) Vehicle⁽²⁾		76.65	%
Percentage Car (vs. Light Truck)⁽²⁾		29.90	%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		39.90	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		689


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Jan-02	$	5,815,776,583	$	101,912	$	53,799,103	$	43,603,719	$	282,721	$	—	$	14,577
	2		Feb-02		5,645,391,230		524,593		47,557,859		46,049,969		5,662,295		104,082		28,984
	3		Mar-02		5,464,128,145		1,270,524		51,893,774		46,449,357		5,888,238		1,886,727		28,969
	4		Apr-02		5,273,918,307		2,801,846		60,344,899		43,130,096		6,145,405		2,008,555		1,085,866
	5		May-02		5,091,052,747		4,928,257		56,861,290		49,528,454		6,718,173		2,495,554		1,382,405
	6		Jun-02		4,924,944,712		7,464,820		50,549,018		63,558,290		8,941,358		2,618,115		2,035,578
	7		Jul-02		4,735,122,376		10,202,361		63,390,684		59,579,031		10,225,648		3,428,476		2,793,493
	8		Aug-02		4,555,790,138		13,535,876		63,973,878		60,717,133		10,545,373		3,998,374		3,242,472
	9		Sep-02		4,382,213,682		16,937,822		60,592,645		65,786,729		11,632,807		3,649,744		4,046,470
	10		Oct-02		4,208,996,866		21,967,991		58,889,715		59,727,975		10,788,460		3,992,314		3,659,071
	11		Nov-02		4,055,340,874		27,047,867		49,323,988		67,267,532		10,975,118		4,084,444		4,174,232
	12		Dec-02		3,895,565,087		31,647,027		52,084,626		75,670,420		12,424,212		4,207,354		4,261,082
	13		Jan-03		3,733,654,037		36,221,691		55,989,055		73,074,206		13,076,837		3,489,863		4,628,254
	14		Feb-03		3,583,332,067		40,905,496		49,563,830		58,591,264		10,879,700		3,697,162		4,615,183
	15		Mar-03		3,415,711,877		45,527,048		59,455,577		63,872,025		9,287,231		3,129,751		5,143,635
	16		Apr-03		3,259,480,630		49,233,924		58,660,464		57,782,657		10,493,588		3,112,773		4,668,986
	17		May-03		3,107,045,838		53,466,690		56,253,178		62,983,278		9,925,095		2,954,667		4,452,731
	18		Jun-03		2,950,492,869		57,305,199		61,353,296		61,618,089		10,552,085		3,022,807		4,529,259
	19		Jul-03		2,797,419,815		61,064,492		61,568,809		62,359,831		10,153,290		2,901,651		4,587,743
	20		Aug-03		2,658,112,582		64,918,751		55,680,481		62,601,839		9,891,177		2,934,195		4,512,838
	21		Sep-03		2,513,168,742		69,437,723		56,933,470		55,879,825		9,792,915		2,886,157		4,408,929
	22		Oct-03		2,375,421,896		73,322,306		52,344,881		50,611,461		7,372,454		2,777,390		4,277,972
	23		Nov-03		2,263,523,712		77,284,604		38,204,272		51,608,726		7,588,966		2,111,979		4,573,051
	24		Dec-03		2,140,976,805		81,650,695		40,433,015		56,099,173		7,726,913		2,342,608		4,303,141
	25		Jan-04		2,025,230,562		85,281,124		39,860,537		49,542,646		7,621,284		2,037,419		4,296,669
	26		Feb-04		1,918,637,659		88,550,785		35,592,682		41,161,450		5,313,619		1,946,382		4,013,354
	27		Mar-04		1,791,580,342		91,866,866		45,931,607		36,390,436		4,562,445		1,436,493		3,774,083
	28		Apr-04		1,683,124,223		94,238,729		39,708,934		34,723,991		4,503,915		1,453,731		3,283,766
	29		May-04		1,584,655,199		96,122,313		36,126,009		35,224,869		4,778,040		1,524,993		3,132,966
	30		Jun-04		1,477,740,345		98,122,949		39,362,584		37,417,833		5,355,920		1,482,940		3,243,469
	31		Jul-04		1,378,633,969		100,184,983		37,131,311		38,111,552		4,884,941		1,441,799		3,056,740
	32		Aug-04		1,282,674,514		102,285,572		35,359,861		35,489,775		4,530,633		1,378,146		2,932,091
	33		Sep-04		1,194,982,509		104,250,916		31,080,439		33,421,709		4,296,344		1,486,256		2,912,015
	34		Oct-04		1,112,875,683		106,098,022		28,820,732		30,022,687		4,169,604		1,258,531		3,002,123
	35		Nov-04		1,035,400,692		107,841,675		24,105,346		31,479,407		4,375,998		1,427,160		3,021,099
	36		Dec-04		960,021,452		109,852,100		22,453,865		31,280,278		3,476,732		1,040,942		2,998,166
	37		Jan-05		888,679,353		111,576,822		20,971,886		26,596,588		3,296,822		917,093		3,108,383
	38		Feb-05		823,188,437		112,749,600		17,957,259		20,331,405		2,356,534		913,818		3,051,896
	39		Mar-05		751,593,743		113,868,086		21,833,526		22,115,993		2,144,596		597,048		2,725,793
	40		Apr-05		690,338,442		114,405,963		18,492,242		19,736,078		2,486,549		571,308		2,789,811
	41		May-05		629,814,560		115,269,751		17,317,951		21,142,577		2,407,024		701,828		2,795,985
	42		Jun-05		572,692,316		115,815,359		17,003,782		18,864,540		2,596,895		658,715		3,028,017

Final Payment Date: July 15, 2005


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-2

Ford Credit Auto OwnerTrust 2002-B

Original Pool Characteristics


Closing Date		March 27, 2002
Cutoff Date		March 1, 2002
Number of Receivables		219,404
Initial Pool Balance	$	3,649,997,983
Principal Balance
Average	$	16,636
Highest	$	49,939
Lowest	$	251
Original Amount Financed
Average	$	20,101
Highest	$	97,535
Lowest	$	621
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		7.07	%
Highest		29.99	%
Lowest		0.01	%
APR greater than or equal to 20 percent⁽²⁾		2.04	%
Original Term
Weighted average⁽¹⁾		57.9 months
Original term greater than 60 months⁽²⁾		8.82	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		50.9 months
Remaining term greater than 60 months⁽²⁾		5.75	%
Longest		71 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.28 years
Percentage New (vs. Used) Vehicle⁽²⁾		74.40	%
Percentage Car (vs. Light Truck)⁽²⁾		29.51	%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		40.51	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		686


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Mar-02	$	3,539,950,966	$	63,689	$	32,301,929	$	25,838,311	$	88,891	$	—	$	5,180
	2		Apr-02		3,427,540,442		268,211		35,350,258		23,217,456		3,118,037		—		—
	3		May-02		3,318,330,476		874,159		33,824,399		28,996,600		3,166,901		1,185,834		—
	4		Jun-02		3,219,244,745		1,750,424		30,122,918		35,485,050		4,149,147		1,112,878		605,267
	5		Jul-02		3,103,921,372		3,206,311		38,618,694		35,753,990		5,424,776		1,995,699		1,029,431
	6		Aug-02		2,996,008,565		4,882,834		37,694,232		35,858,610		6,166,092		2,414,491		1,715,101
	7		Sep-02		2,891,731,264		6,620,104		35,345,680		39,024,747		6,209,082		2,493,204		2,276,612
	8		Oct-02		2,786,633,609		9,251,251		35,670,342		38,917,963		5,307,337		2,401,578		2,513,800
	9		Nov-02		2,691,517,623		11,997,250		31,261,977		43,445,469		6,749,617		2,045,354		2,870,109
	10		Dec-02		2,594,093,353		14,805,845		30,673,758		51,394,008		7,669,785		2,665,079		2,520,433
	11		Jan-03		2,491,443,136		17,748,239		36,651,252		47,165,118		8,508,461		2,428,220		2,710,842
	12		Feb-03		2,396,415,665		20,318,262		32,187,915		39,745,095		7,008,992		2,261,630		2,710,093
	13		Mar-03		2,290,930,445		23,471,397		36,986,779		40,824,623		6,418,414		2,130,557		2,666,244
	14		Apr-03		2,189,554,562		26,210,611		39,566,310		39,098,932		6,838,718		1,764,550		2,913,716
	15		May-03		2,093,827,970		28,840,596		35,739,440		42,462,563		6,589,131		1,961,529		2,736,014
	16		Jun-03		1,995,262,292		31,332,750		38,372,683		40,514,043		8,453,132		1,998,409		2,734,148
	17		Jul-03		1,897,797,490		33,740,781		39,187,493		41,989,425		7,604,318		2,455,867		2,688,986
	18		Aug-03		1,807,510,419		36,266,990		36,197,862		40,729,466		6,736,127		2,154,902		2,840,044
	19		Sep-03		1,715,703,297		38,963,586		35,563,848		37,512,318		6,041,289		2,319,378		2,977,229
	20		Oct-03		1,627,575,230		41,759,819		33,116,241		36,025,796		5,333,365		1,632,221		3,116,199
	21		Nov-03		1,554,635,665		44,061,232		25,623,102		35,718,046		5,108,956		1,933,395		3,328,259
	22		Dec-03		1,474,289,220		47,112,985		27,436,260		39,391,900		5,708,617		1,670,281		3,071,071
	23		Jan-04		1,398,662,361		49,717,000		25,747,469		33,801,503		5,176,110		1,452,927		2,905,134
	24		Feb-04		1,327,187,939		52,248,148		24,733,224		27,001,240		3,581,192		1,402,257		2,752,162
	25		Mar-04		1,243,749,664		54,409,489		31,242,591		25,206,320		3,163,394		927,948		2,595,789
	26		Apr-04		1,171,443,453		56,191,427		27,361,740		22,511,366		3,113,422		998,615		2,462,140
	27		May-04		1,107,281,941		57,480,374		23,378,246		22,970,685		3,610,196		778,731		2,285,213
	28		Jun-04		1,034,886,192		58,863,690		27,855,089		24,046,478		3,297,885		985,272		2,306,749
	29		Jul-04		967,989,539		60,404,135		26,080,124		25,523,080		3,113,950		1,038,236		2,140,196
	30		Aug-04		904,192,243		61,964,161		23,581,173		23,355,394		3,110,184		767,314		2,191,697
	31		Sep-04		845,353,370		63,282,152		21,260,714		22,573,432		2,752,690		979,679		2,014,166
	32		Oct-04		790,061,719		64,652,838		20,057,275		20,317,768		2,583,071		927,034		1,804,428
	33		Nov-04		737,131,358		66,061,960		16,915,304		22,053,500		2,639,724		898,746		1,794,317
	34		Dec-04		684,503,127		67,547,492		16,918,716		21,712,668		2,375,387		759,519		1,794,731
	35		Jan-05		636,741,453		68,827,649		14,124,161		17,252,012		2,512,489		762,414		1,938,307
	36		Feb-05		591,195,990		69,699,302		13,642,014		13,794,704		1,795,315		777,104		1,812,093
	37		Mar-05		542,179,855		70,511,048		15,391,789		14,290,447		1,254,942		581,156		1,959,577
	38		Apr-05		500,432,436		70,992,441		12,992,463		13,416,383		1,616,145		406,778		2,006,471
	39		May-05		459,408,802		71,408,743		11,911,663		14,663,990		1,506,488		491,889		2,048,753
	40		Jun-05		420,084,979		71,940,853		11,922,639		13,416,530		1,586,567		494,068		2,122,583
	41		Jul-05		383,176,910		72,361,582		11,677,936		13,078,941		1,817,619		560,558		2,237,982
	42		Aug-05		344,657,694		72,932,449		11,934,828		12,941,778		1,575,849		507,401		2,487,837

Final Payment Date: September 15, 2005


^(5)(6)(7)(8)	See page A-1 for footnotes

A-3

Ford Credit Auto OwnerTrust 2002-C

Original Pool Characteristics


Closing Date		June 26, 2002
Cutoff Date		June 1, 2002
Number of Receivables		122,838
Initial Pool Balance	$	2,119,999,957
Principal Balance
Average	$	17,259
Highest	$	49,944
Lowest	$	252
Original Amount Financed
Average	$	20,932
Highest	$	85,649
Lowest	$	950
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.17	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		1.49	%
Original Term
Weighted average⁽¹⁾		53.9 months
Original term greater than 60 months⁽²⁾		6.25	%
Longest		72 months
Shortest		7 months
Remaining Term
Weighted average⁽¹⁾		46.7 months
Remaining term greater than 60 months⁽²⁾		4.09	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.07 years
Percentage New (vs. Used) Vehicle⁽²⁾		80.75	%
Percentage Car (vs. Light Truck)⁽²⁾		32.27	%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		40.03	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		697

^{(1)(2)(3)(4)(9)} Seepage A-1 for footnotes


				End-of-Period		Cumulative					Delinquencies⁽⁸⁾
				Pool		Net					31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾			Days		Days		Days		Days

	1		Jun-02	$	2,057,159,878	$	21,817	$	13,753,960		$	11,960,684	$	68,225	$	37,390	$	—
	2		Jul-02		1,988,069,844		79,602		16,158,983			12,508,612		1,673,817		—		37,390
	3		Aug-02		1,921,757,926		420,763		17,304,899			14,022,534		1,927,511		487,532		37,390
	4		Sep-02		1,855,683,769		868,575		16,564,120			15,212,470		2,043,070		762,898		250,156
	5		Oct-02		1,788,807,667		1,766,342		16,739,968			14,216,714		1,985,343		852,343		463,098
	6		Nov-02		1,729,206,274		2,587,159		13,981,279			16,737,163		2,596,321		863,914		731,501
	7		Dec-02		1,664,932,856		3,864,774		15,341,983			20,915,752		2,849,882		1,146,389		828,713
	8		Jan-03		1,600,438,807		4,911,717		19,016,872			18,269,638		3,103,380		900,105		967,335
	9		Feb-03		1,539,157,241		6,051,546		17,123,451			16,894,775		2,763,951		1,036,661		955,661
	10		Mar-03		1,471,914,540		7,083,021		19,971,205			17,376,902		2,785,586		639,528		1,223,388
	11		Apr-03		1,407,876,589		8,235,999		20,551,870			17,264,915		3,151,653		827,657		1,009,373
	12		May-03		1,344,930,768		9,474,067		19,539,414			18,390,442		2,766,965		986,075		1,066,559
	13		Jun-03		1,281,076,106		10,576,192		20,581,861			17,954,857		3,356,548		979,687		1,296,687
	14		Jul-03		1,218,295,751		11,537,692		21,265,503			18,298,246		2,874,806		1,187,658		1,355,903
	15		Aug-03		1,159,693,671		12,727,851		19,863,457			17,566,911		3,208,228		845,796		1,638,955
	16		Sep-03		1,097,706,598		14,063,888		20,841,369			16,745,293		2,504,551		1,087,569		1,486,410
	17		Oct-03		1,038,120,665		15,395,607		19,115,662			15,297,134		2,261,928		517,048		1,671,729
	18		Nov-03		987,814,747		16,496,202		15,354,380			15,968,276		2,334,557		874,937		1,401,802
	19		Dec-03		932,581,047		17,764,192		16,133,301	��		18,057,142		2,572,846		717,231		1,517,137
	20		Jan-04		880,930,984		18,920,324		14,908,717			14,918,870		2,373,227		802,203		1,432,448
	21		Feb-04		832,563,385		20,162,653		14,040,225			12,774,595		1,612,272		712,486		1,475,093
	22		Mar-04		776,352,923		21,188,487		17,348,056			11,353,266		1,393,551		382,236		1,337,501
	23		Apr-04		726,957,954		22,116,829		15,481,235			11,147,021		1,487,530		449,150		1,104,455
	24		May-04		682,026,833		22,723,536		13,743,069			11,823,969		1,544,541		482,720		957,034
	25		Jun-04		633,084,144		23,433,467		14,969,558			12,922,106		1,490,026		515,255		1,065,454
	26		Jul-04		588,511,716		24,074,008		13,640,571			12,973,932		1,514,289		511,857		1,154,559
	27		Aug-04		544,414,971		24,937,861		13,312,517			11,992,314		1,436,453		520,748		1,172,227
	28		Sep-04		503,185,633		25,665,780		12,543,457			10,762,445		1,476,522		569,032		1,058,164
	29		Oct-04		464,120,464		26,440,679		12,099,683			10,852,614		1,349,957		526,961		1,134,394
	30		Nov-04		428,300,110		27,105,262		10,201,054			10,983,353		1,338,637		575,270		1,157,973
	31		Dec-04		395,714,976		27,854,478		9,152,899			10,360,566		1,260,426		292,853		1,100,976
	32		Jan-05		366,299,726		28,333,375		9,022,306			8,958,514		1,097,806		454,227		1,073,969
	33		Feb-05		340,570,642		28,831,616		7,380,608			7,282,047		709,002		352,949		1,119,985
	34		Mar-05		313,566,280		29,212,065		8,490,107			7,021,977		647,345		290,716		1,027,498
	35		Apr-05		291,029,034		29,500,082		7,025,360			6,372,283		865,167		199,644		1,090,781
	36		May-05		268,833,904		29,898,979		6,661,667			7,453,345		841,369		231,255		1,112,781
	37		Jun-05		247,284,693		30,235,202		7,040,678			6,967,621		852,917		364,235		1,128,608
	38		Jul-05		227,213,193		30,496,468		6,616,604			7,154,243		923,222		211,065		1,240,757
	39		Aug-05		206,257,789		30,858,870		6,826,463			6,765,689		968,846		218,805		1,305,808

Final Payment Date: September 15, 2005

^(5)(6)(7)(8) Seepage A-1 for footnotes

A-4

Ford Credit Auto OwnerTrust 2002-D

Original Pool Characteristics


Closing Date		August 29, 2002
Cutoff Date		August 1, 2002
Number of Receivables		184,733
Initial Pool Balance	$	3,157,996,400
Principal Balance
Average	$	17,095
Highest	$	49,990
Lowest	$	252
Original Amount Financed
Average	$	20,836
Highest	$	79,929
Lowest	$	777
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.46	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		1.60	%
Original Term
Weighted average⁽¹⁾		54.4 months
Original term greater than 60 months⁽²⁾		6.31	%
Longest		72 months
Shortest		9 months
Remaining Term
Weighted average⁽¹⁾		46.7 months
Remaining term greater than 60 months⁽²⁾		4.17	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.08 years
Percentage New (vs. Used) Vehicle⁽²⁾		79.44	%
Percentage Car (vs. Light Truck)⁽²⁾		31.59	%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		40.75	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		694

^{(1)(2)(3)(4)(9)} Seepage A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Aug-02	$	3,054,360,509	$	46,851	$	27,334,379	$	16,929,822	$	115,304	$	—	$	—
	2		Sep-02		2,955,406,806		176,823		24,690,028		20,519,112		2,398,254		33,374		—
	3		Oct-02		2,856,184,802		508,228		25,157,955		19,869,980		2,216,638		803,376		16,087
	4		Nov-02		2,765,253,663		1,407,902		22,490,673		24,316,999		3,283,718		1,002,656		423,305
	5		Dec-02		2,669,390,284		2,882,290		22,082,078		31,245,141		3,364,053		1,061,795		551,912
	6		Jan-03		2,572,225,435		4,164,279		27,995,499		30,539,802		4,915,131		983,685		924,561
	7		Feb-03		2,480,477,559		5,552,795		25,031,720		27,024,151		4,380,425		1,272,859		1,071,877
	8		Mar-03		2,378,046,931		7,305,433		30,137,929		28,791,076		4,096,352		1,279,818		1,306,318
	9		Apr-03		2,281,484,510		8,970,227		29,891,080		26,481,135		4,259,346		1,135,298		1,367,365
	10		May-03		2,185,828,238		10,906,954		29,349,401		30,592,030		3,941,209		1,384,250		1,588,417
	11		Jun-03		2,088,975,508		12,582,135		30,988,384		29,426,131		5,825,603		1,356,608		1,773,335
	12		Jul-03		1,992,063,849		14,036,854		32,808,369		30,933,617		5,025,639		1,641,395		1,906,001
	13		Aug-03		1,901,459,616		16,044,250		30,575,897		30,032,335		4,626,523		1,308,729		2,101,621
	14		Sep-03		1,804,486,416		17,980,274		33,678,358		27,771,185		4,610,440		1,725,880		2,178,640
	15		Oct-03		1,711,622,230		20,065,792		30,544,538		26,144,425		3,703,217		1,165,750		2,437,805
	16		Nov-03		1,633,672,325		21,738,943		23,873,611		28,101,679		3,914,295		1,118,661		2,580,952
	17		Dec-03		1,549,337,212		23,839,463		23,992,534		31,258,550		4,177,931		1,145,988		2,326,392
	18		Jan-04		1,467,353,813		25,914,651		24,766,206		25,761,817		3,992,954		1,441,772		2,111,221
	19		Feb-04		1,392,064,672		28,139,364		21,360,485		22,883,825		2,755,344		901,903		2,280,387
	20		Mar-04		1,303,905,023		29,636,445		27,345,657		19,721,893		2,581,839		745,134		2,061,563
	21		Apr-04		1,225,647,917		31,219,669		25,157,199		18,670,648		2,454,306		775,508		1,734,445
	22		May-04		1,153,050,300		32,673,454		23,472,619		19,915,466		2,398,090		721,859		1,788,489
	23		Jun-04		1,075,148,400		33,852,277		24,606,765		21,338,272		2,782,797		906,307		1,644,814
	24		Jul-04		1,002,619,922		35,141,135		23,943,718		21,863,645		2,748,706		793,841		1,780,196
	25		Aug-04		931,376,271		36,465,102		23,461,216		19,758,988		2,741,097		661,935		1,919,756
	26		Sep-04		865,347,475		37,833,566		20,690,188		19,414,457		2,491,963		825,261		1,806,403
	27		Oct-04		803,939,983		39,093,855		19,111,705		18,666,482		2,290,811		956,812		1,668,891
	28		Nov-04		745,580,358		40,226,290		17,585,953		19,590,073		2,226,317		793,674		1,860,353
	29		Dec-04		691,850,095		41,495,420		16,062,378		18,235,775		1,958,879		567,394		1,782,696
	30		Jan-05		644,401,288		42,478,590		13,551,314		15,911,632		1,798,765		508,755		1,796,898
	31		Feb-05		600,854,710		43,222,434		13,003,171		12,255,928		1,468,534		653,333		1,667,033
	32		Mar-05		554,431,962		44,030,492		15,055,645		12,674,135		1,221,262		413,190		1,582,466
	33		Apr-05		515,534,344		44,358,429		12,597,320		12,109,994		1,466,150		448,103		1,668,810
	34		May-05		476,967,315		44,810,373		12,400,346		12,721,815		1,477,132		417,411		1,735,201
	35		Jun-05		440,789,485		45,347,871		11,922,101		11,845,754		1,627,997		351,315		1,710,082
	36		Jul-05		407,356,613		45,892,336		11,241,763		12,457,978		1,656,455		500,580		1,774,643
	37		Aug-05		371,796,655		46,396,008		12,390,332		12,421,133		1,637,123		692,622		1,923,107
	38		Sep-05		341,100,047		46,969,584		9,429,428		11,573,126		1,391,888		386,875		2,195,617
	39		Oct-05		312,869,954		47,443,070		7,783,749		11,656,221		1,528,842		445,716		2,269,488

Final Payment Date: November 15, 2005

^(5)(6)(7)(8) Seepage A-1 for footnotes

A-5

Ford Credit Auto OwnerTrust 2003-A

Original Pool Characteristics


Closing Date		January 22, 2003
Cutoff Date		January 1, 2003
Number of Receivables		175,985
Initial Pool Balance	$	3,149,999,805
Principal Balance
Average	$	17,899
Highest	$	49,972
Lowest	$	253
Original Amount Financed
Average	$	21,355
Highest	$	80,637
Lowest	$	797
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.20	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		1.47	%
Original Term
Weighted average⁽¹⁾		56.4 months
Original term greater than 60 months⁽²⁾		8.42	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		49.0 months
Remaining term greater than 60 months⁽²⁾		6.44	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.17 years
Percentage New (vs. Used) Vehicle⁽²⁾		79.34	%
Percentage Car (vs. Light Truck)⁽²⁾		29.89	%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		38.07	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		690

^{(1)(2)(3)(4)(9)} Seepage A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Jan-03	$	3,058,333,332	$	29,697	$	24,606,354	$	22,845,788	$	107,737	$	—	$	—
	2		Feb-03		2,970,551,427		155,578		22,732,632		19,578,578		2,677,447		—		—
	3		Mar-03		2,870,674,530		653,528		28,458,646		23,042,941		2,691,944		756,494		—
	4		Apr-03		2,775,841,918		1,575,697		28,564,817		20,995,451		3,158,859		594,961		362,703
	5		May-03		2,681,848,544		2,743,244		28,256,185		25,698,889		2,969,714		1,240,348		652,194
	6		Jun-03		2,585,384,402		3,891,573		30,067,027		27,331,769		4,036,095		999,477		1,285,277
	7		Jul-03		2,488,096,781		5,227,584		31,059,620		29,357,411		4,349,513		1,461,104		1,281,483
	8		Aug-03		2,395,997,668		7,155,666		30,513,669		31,081,294		4,393,798		1,401,014		1,494,774
	9		Sep-03		2,297,646,286		9,005,332		32,843,623		28,916,808		4,413,906		1,093,807		1,726,977
	10		Oct-03		2,202,274,471		10,896,045		30,368,859		27,756,503		4,065,009		1,140,395		1,668,881
	11		Nov-03		2,120,241,106		12,672,714		24,888,416		28,473,799		3,843,955		1,222,999		1,762,222
	12		Dec-03		2,029,024,837		15,165,823		27,064,664		34,297,817		4,331,437		1,324,866		1,741,548
	13		Jan-04		1,943,623,729		17,474,067		24,743,405		28,737,789		4,226,694		1,162,243		1,949,300
	14		Feb-04		1,861,276,713		19,741,724		24,652,251		24,242,491		3,055,978		1,103,560		1,801,084
	15		Mar-04		1,762,956,480		21,988,826		32,370,677		22,301,642		2,826,740		753,155		1,684,827
	16		Apr-04		1,677,458,767		23,601,780		28,585,008		21,534,974		2,544,819		848,893		1,628,462
	17		May-04		1,598,005,797		24,997,908		26,966,878		21,571,316		3,029,806		436,208		1,730,984
	18		Jun-04		1,509,773,847		26,661,657		30,447,344		24,325,955		2,937,721		1,119,435		1,566,948
	19		Jul-04		1,429,068,363		28,267,180		27,599,694		24,975,996		3,267,059		865,377		1,811,474
	20		Aug-04		1,348,207,089		30,083,323		27,740,792		22,911,007		3,132,466		984,621		1,606,565
	21		Sep-04		1,272,333,826		31,647,749		25,667,049		22,677,759		2,716,858		958,339		1,680,403
	22		Oct-04		1,200,616,629		33,098,407		24,253,701		20,822,055		2,792,433		786,496		1,818,506
	23		Nov-04		1,133,084,764		34,346,596		20,808,749		22,764,348		3,015,723		959,667		1,960,450
	24		Dec-04		1,068,016,357		36,194,485		19,630,202		22,396,164		2,171,896		746,874		1,910,038
	25		Jan-05		1,007,270,624		37,923,084		18,384,796		19,154,353		2,493,500		755,340		1,719,254
	26		Feb-05		951,186,096		38,998,621		17,017,645		14,750,357		2,106,840		678,383		1,709,496
	27		Mar-05		890,597,308		39,848,577		19,835,624		15,076,209		1,546,750		613,754		1,738,344
	28		Apr-05		837,617,145		40,670,875		17,522,983		14,847,127		1,798,373		513,639		1,788,047
	29		May-05		785,166,194		41,424,792		16,721,890		16,219,275		1,822,412		616,207		1,903,358
	30		Jun-05		734,635,551		41,773,518		17,624,587		15,262,928		2,028,141		755,390		1,891,638
	31		Jul-05		685,017,793		42,458,740		18,382,963		15,714,232		2,054,361		695,954		2,006,071
	32		Aug-05		633,007,799		43,268,689		19,367,309		16,116,783		2,150,957		697,261		2,055,295
	33		Sep-05		589,347,932		44,050,574		14,300,323		14,532,274		2,350,578		682,907		2,242,914
	34		Oct-05		549,438,102		44,818,510		11,457,324		16,069,422		1,918,279		782,983		2,370,974
	35		Nov-05		512,505,603		45,524,184		10,355,129		14,638,312		2,180,875		727,969		2,587,080
	36		Dec-05		477,836,743		46,425,898		9,330,526		15,315,759		1,808,710		776,690		2,761,151
	37		Jan-06		442,034,955		46,991,279		9,837,671		11,936,879		1,767,314		703,404		2,908,968
	38		Feb-06		410,364,733		47,433,328		7,754,096		10,604,051		1,188,334		674,920		2,961,011
	39		Mar-06		375,186,981		47,814,022		9,543,147		10,281,747		946,854		268,441		2,860,707
	40		Apr-06		346,472,770		48,115,384		7,560,704		10,097,000		1,031,623		261,678		2,638,980
	41		May-06		315,137,711		48,407,171		8,317,932		10,206,020		1,143,249		288,727		2,547,309
	42		Jun-06		286,293,904		48,668,671		7,652,682		9,563,565		1,091,261		226,910		2,568,142

Final Payment Date: July 17, 2006


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-6

Ford Credit Auto OwnerTrust 2003-B

Original Pool Characteristics


Closing Date		March 20, 2003
Cutoff Date		March 1, 2003
Number of Receivables		160,387
Initial Pool Balance	$	2,849,999,946
Principal Balance
Average	$	17,770
Highest	$	49,999
Lowest	$	256
Original Amount Financed
Average	$	21,305
Highest	$	121,546
Lowest	$	704
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.99	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		1.29	%
Original Term
Weighted average⁽¹⁾		56.7 months
Original term greater than 60 months⁽²⁾		10.96	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		49.0 months
Remaining term greater than 60 months⁽²⁾		8.18	%
Longest		71 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.17 years
Percentage New (vs. Used) Vehicle⁽²⁾		80.25	%
Percentage Car (vs. Light Truck)⁽²⁾		30.09	%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		37.99	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		690


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Mar-03	$	2,760,551,822	$	19,067	$	24,668,503	$	19,744,316	$	49,274	$	—	$	—
	2		Apr-03		2,674,781,108		186,097		25,610,519		16,912,042		2,256,230		11,901		—
	3		May-03		2,589,372,492		625,429		25,039,526		21,426,344		2,378,502		795,711		11,901
	4		Jun-03		2,501,339,397		1,399,699		26,419,658		22,674,430		3,672,521		737,225		399,227
	5		Jul-03		2,413,285,551		2,199,636		27,819,870		23,489,987		3,773,904		1,316,962		830,067
	6		Aug-03		2,328,489,766		3,452,457		28,003,047		25,329,948		3,083,010		1,219,593		1,092,802
	7		Sep-03		2,237,701,465		5,029,817		30,019,303		24,818,761		3,579,338		1,136,003		1,153,138
	8		Oct-03		2,148,892,004		6,922,603		28,203,522		25,578,103		2,941,212		700,492		1,251,277
	9		Nov-03		2,072,463,808		8,463,771		23,304,771		25,020,629		3,644,579		879,346		1,287,431
	10		Dec-03		1,988,232,600		10,347,442		24,068,146		29,573,849		3,193,626		1,054,105		1,373,604
	11		Jan-04		1,907,552,214		12,360,778		23,943,757		26,139,956		3,483,697		952,117		1,432,781
	12		Feb-04		1,831,843,731		14,272,457		22,189,950		21,759,080		2,819,300		961,588		1,355,394
	13		Mar-04		1,742,164,192		16,177,079		28,104,091		20,149,612		2,073,211		924,409		1,665,502
	14		Apr-04		1,662,130,302		17,556,517		26,701,008		19,678,037		2,141,034		720,157		1,741,636
	15		May-04		1,586,422,111		18,841,638		26,270,225		19,625,129		2,888,547		614,980		1,548,926
	16		Jun-04		1,503,216,359		20,334,821		28,837,697		21,941,154		2,758,618		1,054,621		1,556,115
	17		Jul-04		1,426,991,519		21,729,109		26,087,780		23,993,018		2,761,635		1,158,310		1,447,703
	18		Aug-04		1,351,312,146		23,146,167		25,693,823		22,680,018		3,267,560		719,544		1,768,094
	19		Sep-04		1,280,201,816		24,411,921		24,004,299		21,232,431		3,148,803		1,088,068		1,533,200
	20		Oct-04		1,211,945,372		26,055,740		22,901,896		19,368,397		2,438,395		1,071,265		1,668,522
	21		Nov-04		1,146,695,642		27,551,915		19,968,396		20,184,297		3,122,658		894,905		1,830,920
	22		Dec-04		1,083,548,000		29,333,039		19,097,189		19,922,758		2,376,151		666,777		1,762,739
	23		Jan-05		1,023,705,840		30,824,470		18,566,277		17,325,032		2,119,615		756,973		1,760,642
	24		Feb-05		968,890,116		32,041,254		16,403,288		13,057,058		1,941,659		708,444		1,682,617
	25		Mar-05		909,581,617		32,830,092		19,644,133		14,871,852		1,306,821		583,850		1,633,753
	26		Apr-05		856,683,299		33,537,425		18,198,065		13,433,991		1,748,169		350,583		1,809,045
	27		May-05		805,145,379		34,155,179		16,687,964		14,999,990		1,857,358		495,609		1,857,072
	28		Jun-05		754,407,826		34,611,250		17,893,409		14,096,785		1,822,524		592,765		1,838,020
	29		Jul-05		706,052,332		35,252,939		17,625,366		15,103,838		1,949,032		607,452		1,944,304
	30		Aug-05		654,515,076		36,018,365		19,215,063		14,991,253		1,974,018		551,498		2,025,725
	31		Sep-05		610,961,290		36,698,218		14,478,015		13,802,353		1,954,245		646,757		2,108,906
	32		Oct-05		571,539,180		37,523,223		11,203,645		15,675,554		1,633,825		596,167		2,334,899
	33		Nov-05		534,481,786		38,015,829		10,901,370		13,410,046		1,864,912		574,116		2,464,164
	34		Dec-05		499,423,584		38,630,361		9,759,439		15,235,755		1,647,942		713,666		2,553,540
	35		Jan-06		463,918,255		39,198,429		10,005,525		12,297,529		1,456,475		676,819		2,758,162
	36		Feb-06		432,551,289		39,742,144		8,297,080		9,576,179		1,291,061		453,122		2,771,188
	37		Mar-06		397,963,854		40,158,266		9,675,576		9,816,264		741,001		331,577		2,674,203
	38		Apr-06		368,975,610		40,488,304		8,488,664		9,749,679		831,644		272,002		2,443,607
	39		May-06		337,752,865		40,795,037		8,844,894		10,979,600		1,100,746		270,723		2,396,652
	40		Jun-06		309,331,986		40,962,968		7,706,238		9,055,031		1,095,120		255,232		2,284,989
	41		Jul-06		282,398,366		41,185,446		7,428,815		10,254,853		893,413		350,059		2,224,865

Final Payment Date: August 15, 2006


^(5)(6)(7)(8)	See page A-1 for footnotes

A-7

Ford Credit Auto OwnerTrust 2004-A

Original Pool Characteristics


Closing Date		May 25, 2004
Cutoff Date		May 1, 2004
Number of Receivables		106,519
Initial Pool Balance	$	1,996,532,847
Principal Balance
Average	$	18,743
Highest	$	49,987
Lowest	$	252
Original Amount Financed
Average	$	22,374
Highest	$	87,239
Lowest	$	843
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.95	%
Highest		29.95	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.57	%
Original Term
Weighted average⁽¹⁾		60.2 months
Original term greater than 60 months⁽²⁾		25.44	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		52.0 months
Remaining term greater than 60 months⁽²⁾		19.46	%
Longest		71 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.28 years
Percentage New (vs. Used) Vehicle⁽²⁾		84.32	%
Percentage Car (vs. Light Truck)⁽²⁾		22.91	%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		40.03	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		693


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		May-04	$	1,936,868,289	$	1,778	$	22,513,742	$	7,263,547	$	24,678	$	—	$	—
	2		Jun-04		1,870,278,613		142,166		24,764,926		9,580,144		818,078		—		—
	3		Jul-04		1,808,663,831		454,996		22,443,467		11,967,994		1,083,968		221,289		—
	4		Aug-04		1,746,552,576		978,686		22,308,234		11,655,589		1,270,890		485,372		114,938
	5		Sep-04		1,686,575,064		1,794,466		21,472,780		11,952,075		1,463,792		453,200		329,103
	6		Oct-04		1,629,426,152		2,544,947		20,178,369		11,875,326		1,341,719		371,452		378,048
	7		Nov-04		1,571,909,643		3,324,252		19,292,879		13,961,481		1,656,383		378,849		516,639
	8		Dec-04		1,514,670,063		4,474,551		18,755,110		13,940,577		1,841,073		560,796		585,950
	9		Jan-05		1,458,726,970		5,239,689		19,709,961		13,138,011		1,136,986		592,335		854,827
	10		Feb-05		1,405,594,273		6,084,414		17,673,641		10,377,828		1,096,557		440,285		934,366
	11		Mar-05		1,345,229,045		6,831,429		22,582,288		10,942,151		863,129		336,377		1,073,399
	12		Apr-05		1,289,640,373		7,319,677		22,443,974		10,862,075		1,643,356		372,894		1,081,185
	13		May-05		1,235,116,819		7,865,456		20,310,987		12,830,055		1,900,070		665,768		1,256,600
	14		Jun-05		1,180,653,851		8,674,674		21,544,737		12,739,104		1,655,877		703,266		1,349,875
	15		Jul-05		1,129,123,460		9,378,491		20,795,199		13,799,227		1,669,333		733,513		1,608,512
	16		Aug-05		1,072,820,931		10,293,008		22,803,769		14,046,223		2,200,950		609,537		1,890,050
	17		Sep-05		1,025,117,137		11,191,113		16,739,481		12,668,307		1,642,576		864,884		1,946,102
	18		Oct-05		981,157,762		11,892,884		13,973,376		15,299,916		1,699,592		737,181		2,196,855
	19		Nov-05		938,663,048		12,436,479		13,940,486		13,938,125		2,198,554		737,516		2,279,039
	20		Dec-05		896,167,612		13,158,115		13,945,155		14,693,513		1,810,395		954,493		2,314,813
	21		Jan-06		852,378,267		13,800,275		14,438,085		12,401,480		1,535,326		755,547		2,735,615
	22		Feb-06		812,913,684		14,406,747		12,533,730		10,217,055		1,338,283		506,839		2,674,318
	23		Mar-06		767,250,208		15,018,564		16,095,833		10,913,026		1,033,024		364,872		2,548,059
	24		Apr-06		729,433,308		15,309,007		13,523,642		10,422,088		1,079,265		415,598		2,296,624
	25		May-06		687,567,373		15,728,400		15,009,471		11,539,321		1,262,373		575,642		2,237,281
	26		Jun-06		649,010,569		16,160,982		13,435,646		10,713,029		1,130,269		500,543		2,257,084
	27		Jul-06		611,732,628		16,547,356		13,315,493		11,833,825		1,137,987		478,355		2,287,460
	28		Aug-06		574,315,193		17,027,381		13,481,096		10,966,098		978,257		500,139		2,235,929
	29		Sep-06		540,133,214		17,436,547		12,135,858		11,028,587		987,064		423,801		2,286,572
	30		Oct-06		506,963,431		17,868,197		10,507,844		10,321,717		1,118,279		278,956		2,412,426
	31		Nov-06		477,286,978		18,257,211		8,455,061		8,947,213		1,208,058		358,327		2,313,288
	32		Dec-06		449,919,799		18,626,248		7,654,546		10,166,959		970,529		296,418		2,331,657
	33		Jan-07		419,950,227		19,091,262		8,539,657		8,891,824		1,134,929		236,206		2,220,036
	34		Feb-07		394,565,828		19,362,249		6,535,540		7,402,627		770,227		287,698		2,123,194
	35		Mar-07		366,744,812		19,574,696		8,113,453		7,457,083		623,688		258,844		2,052,088
	36		Apr-07		341,300,009		19,857,701		7,306,957		7,911,737		794,666		239,579		1,955,464
	37		May-07		316,438,566		19,968,650		7,132,206		7,968,302		923,001		296,702		1,906,897
	38		Jun-07		292,791,843		20,146,738		7,090,910		7,694,411		824,253		375,150		1,901,649
	39		Jul-07		269,262,218		20,397,607		6,416,810		7,870,217		853,794		230,939		1,880,864
	40		Aug-07		247,015,870		20,553,178		6,273,610		6,777,975		869,708		201,706		1,818,476
	41		Sep-07		228,011,714		20,740,001		4,830,683		7,181,881		947,222		272,499		1,809,370
	42		Oct-07		207,785,067		20,980,267		4,849,634		6,983,905		840,394		236,171		1,828,722
	43		Nov-07		189,982,596		21,204,334		3,879,930		6,813,281		985,409		189,361		1,800,899

Final Payment Date: December 17, 2007


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-8

Ford Credit Auto OwnerTrust 2005-A

Original Pool Characteristics


Closing Date		January 13, 2005
Cutoff Date		January 1, 2005
Number of Receivables		254,927
Initial Pool Balance	$	4,811,414,708
Principal Balance
Average	$	18,874
Highest	$	50,000
Lowest	$	252
Original Amount Financed
Average	$	22,553
Highest	$	147,220
Lowest	$	1,000
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.27	%
Highest		28.50	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.39	%
Original Term
Weighted average⁽¹⁾		60.6 months
Original term greater than 60 months⁽²⁾		26.82	%
Longest		72 months
Shortest		3 months
Remaining Term
Weighted average⁽¹⁾		52.2 months
Remaining term greater than 60 months⁽²⁾		18.51	%
Longest		71 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.31 years
Percentage New (vs. Used) Vehicle⁽²⁾		86.14	%
Percentage Car (vs. Light Truck)⁽²⁾		20.35	%
Percentage of Top 10 Makes/Models⁽²⁾		72.09	%
Ford F-150		20.20%
Ford Explorer		13.66%
Ford Expedition		9.19%
Ford F-250		7.23%
Ford F-350		5.00%
Ford Ranger		3.89%
Ford Taurus		3.73%
Ford Focus		3.50%
Ford Escape		2.93%
Ford Mustang		2.76%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		38.22	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		704


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Jan-05	$	4,630,925,955	$	16,585	$	85,827,565	$	18,483,751	$	23,835	$	—	$	—
	2		Feb-05		4,463,916,461		219,515		74,848,896		16,956,888		852,669		—		—
	3		Mar-05		4,287,262,210		830,336		76,773,431		18,190,643		1,375,163		290,019		8,612
	4		Apr-05		4,132,749,272		1,522,713		65,735,611		18,230,277		1,510,096		639,538		237,362
	5		May-05		3,979,765,079		2,415,415		60,446,564		22,123,318		2,167,417		758,271		428,171
	6		Jun-05		3,831,587,201		3,416,467		59,739,068		21,931,102		2,268,269		865,305		797,269
	7		Jul-05		3,689,776,672		4,515,199		57,732,004		26,632,782		3,108,825		822,968		1,001,413
	8		Aug-05		3,538,043,773		5,972,470		61,308,958		27,767,527		4,015,192		1,129,683		1,237,038
	9		Sep-05		3,404,229,332		7,752,424		50,005,689		29,068,195		3,298,308		1,467,212		1,602,902
	10		Oct-05		3,277,129,986		9,324,185		43,683,792		36,580,271		4,285,778		1,543,507		2,066,994
	11		Nov-05		3,157,041,485		10,568,640		40,863,160		32,799,833		4,450,681		2,124,339		2,549,296
	12		Dec-05		3,037,314,542		12,446,382		39,711,201		35,148,919		4,248,008		1,814,176		3,289,220
	13		Jan-06		2,910,867,807		14,011,785		44,258,751		30,657,298		3,829,142		1,717,774		3,590,742
	14		Feb-06		2,795,730,916		15,563,668		39,236,495		27,836,010		2,930,077		1,386,246		3,746,022
	15		Mar-06		2,664,106,317		17,029,918		48,108,701		28,732,487		2,389,932		697,625		3,517,694
	16		Apr-06		2,551,081,556		18,249,212		43,204,946		27,330,260		2,475,436		794,048		3,076,290
	17		May-06		2,426,539,791		19,495,008		47,174,849		30,382,159		3,052,588		761,251		2,981,581
	18		Jun-06		2,309,446,997		20,683,851		45,352,291		27,429,050		2,774,506		1,094,616		2,932,726
	19		Jul-06		2,198,652,649		21,570,766		42,068,731		32,781,673		3,159,693		1,057,313		3,080,241
	20		Aug-06		2,086,901,226		23,004,457		42,513,719		29,282,531		3,215,673		855,862		3,051,431
	21		Sep-06		1,982,311,878		24,373,885		40,239,835		30,247,347		3,083,221		809,276		2,901,475
	22		Oct-06		1,883,042,315		25,658,608		31,000,078		27,768,102		2,981,691		1,020,401		2,902,030
	23		Nov-06		1,791,594,855		26,975,312		28,951,379		26,238,973		2,874,981		935,730		2,969,744
	24		Dec-06		1,706,796,028		28,099,543		26,186,367		28,380,530		2,845,557		946,110		3,014,577
	25		Jan-07		1,614,153,443		28,910,685		29,283,070		26,064,605		2,808,046		831,567		3,070,800
	26		Feb-07		1,531,591,773		30,002,520		24,837,735		22,424,497		2,387,060		922,088		2,890,731
	27		Mar-07		1,442,141,620		30,838,632		28,275,978		22,399,738		2,479,320		813,161		3,158,327
	28		Apr-07		1,358,444,081		31,427,168		27,899,308		23,352,010		3,051,579		753,209		3,365,684
	29		May-07		1,275,094,151		32,149,126		27,596,542		23,900,842		2,603,182		944,958		3,334,177
	30		Jun-07		1,196,772,437		32,755,038		26,456,753		23,232,908		2,592,384		846,293		3,505,657
	31		Jul-07		1,118,899,376		33,419,969		25,184,578		23,992,621		2,549,740		645,540		3,586,710
	32		Aug-07		1,044,413,594		34,311,571		23,819,410		22,166,241		2,352,317		778,622		3,500,156
	33		Sep-07		981,487,473		34,849,795		18,847,166		21,580,807		2,769,295		775,770		3,605,546
	34		Oct-07		912,922,926		35,638,374		19,707,225		21,453,636		2,603,697		716,305		3,512,351
	35		Nov-07		853,723,610		36,452,676		15,253,182		21,922,883		2,439,746		847,723		3,534,357
	36		Dec-07		797,998,472		37,351,834		13,221,559		26,512,699		2,855,396		603,407		3,802,780
	37		Jan-08		740,790,312		38,083,515		14,396,347		19,797,944		2,639,967		885,330		3,589,955
	38		Feb-08		686,856,671		38,791,489		12,887,426		17,398,283		1,552,615		792,474		3,724,258
	39		Mar-08		632,274,140		39,404,505		14,168,485		17,546,568		1,707,354		461,687		3,726,179
	40		Apr-08		581,986,107		39,754,212		12,948,505		15,030,712		1,968,419		630,293		3,488,012
	41		May-08		534,851,745		40,125,572		11,287,892		15,272,244		1,749,060		625,054		3,512,925
	42		Jun-08		489,801,731		40,710,138		10,218,017		15,247,909		2,023,379		499,422		3,510,757
	43		Jul-08		445,970,901		41,164,216		9,922,976		13,162,868		1,791,201		625,166		3,388,653

Final Payment Date: August 15, 2008


^(5)(6)(7)(8)	See page A-1 for footnotes

A-9

Ford Credit Auto OwnerTrust 2005-B

Original Pool Characteristics


Closing Date		April 14, 2005
Cutoff Date		April 1, 2005
Number of Receivables		169,768
Initial Pool Balance	$	3,199,999,975
Principal Balance
Average	$	18,849
Highest	$	49,988
Lowest	$	254
Original Amount Financed
Average	$	22,508
Highest	$	99,645
Lowest	$	1,000
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.54	%
Highest		28.00	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.30	%
Original Term
Weighted average⁽¹⁾		60.2 months
Original term greater than 60 months⁽²⁾		28.67	%
Longest		72 months
Shortest		5 months
Remaining Term
Weighted average⁽¹⁾		51.8 months
Remaining term greater than 60 months⁽²⁾		17.52	%
Longest		71 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.26 years
Percentage New (vs. Used) Vehicle⁽²⁾		85.42	%
Percentage Car (vs. Light Truck)⁽²⁾		20.20	%
Percentage of Top 10 Makes/Models⁽²⁾		70.48	%
Ford F-150		20.44%
Ford Explorer		12.54%
Ford Expedition		8.88%
Ford F-250		7.11%
Ford F-350		5.36%
Ford Ranger		3.61%
Ford Focus		3.36%
Ford Taurus		3.09%
Ford Escape		3.09%
Ford Mustang		3.01%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		38.14	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		705


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Apr-05	$	3,076,648,554	$	60,193	$	60,829,814	$	9,232,452	$	23,466	$	—	$	—
	2		May-05		2,955,887,794		238,133		55,999,348		13,646,432		854,604		—		12,482
	3		Jun-05		2,846,638,468		581,794		47,528,472		12,923,229		1,279,161		149,717		—
	4		Jul-05		2,743,512,971		1,036,879		44,273,502		16,194,925		1,423,616		408,714		122,123
	5		Aug-05		2,634,645,080		1,695,769		46,126,416		19,020,965		2,084,171		475,491		284,876
	6		Sep-05		2,538,697,093		2,630,072		37,520,050		18,994,794		1,860,575		754,243		552,094
	7		Oct-05		2,447,814,045		3,636,019		32,234,157		23,753,740		2,626,238		803,950		890,512
	8		Nov-05		2,361,882,530		4,469,615		29,948,687		21,709,555		2,701,927		1,162,880		1,090,636
	9		Dec-05		2,277,825,315		5,531,049		28,532,948		23,929,986		2,426,331		1,382,120		1,363,858
	10		Jan-06		2,188,017,980		6,694,543		31,806,850		21,289,726		2,206,088		1,357,766		1,873,525
	11		Feb-06		2,105,998,706		7,652,930		28,484,662		16,739,072		1,719,261		697,583		2,200,753
	12		Mar-06		2,012,286,421		8,518,298		34,819,286		18,111,420		1,737,851		541,847		1,746,339
	13		Apr-06		1,930,875,852		9,362,661		31,720,922		19,404,760		1,483,590		635,777		1,611,850
	14		May-06		1,842,184,812		10,325,685		34,035,892		21,498,194		2,184,890		671,825		1,494,227
	15		Jun-06		1,758,481,777		11,278,631		32,180,688		19,993,670		2,053,810		629,103		1,540,802
	16		Jul-06		1,679,581,339		12,030,941		29,880,581		24,247,292		2,780,111		559,215		1,656,105
	17		Aug-06		1,598,907,619		12,902,693		31,501,578		20,114,063		1,897,649		774,855		1,721,031
	18		Sep-06		1,521,885,840		13,903,982		31,036,952		21,386,202		1,964,640		470,706		1,766,233
	19		Oct-06		1,449,510,315		14,938,429		23,677,431		21,412,762		2,413,209		604,052		1,832,596
	20		Nov-06		1,382,707,995		15,696,783		22,090,132		20,930,330		2,159,645		663,460		1,861,439
	21		Dec-06		1,320,325,046		16,789,870		19,809,135		20,414,826		2,108,757		621,917		1,951,308
	22		Jan-07		1,253,088,572		17,574,203		21,169,405		19,345,967		2,265,458		730,154		2,094,411
	23		Feb-07		1,192,778,457		18,373,925		18,783,351		15,725,216		1,622,638		605,209		2,180,886
	24		Mar-07		1,126,958,120		19,041,687		21,453,217		17,525,473		1,544,847		404,091		1,999,791
	25		Apr-07		1,064,304,035		19,508,750		21,534,326		17,819,717		2,208,537		545,163		1,983,056
	26		May-07		1,003,499,403		20,018,862		20,318,918		18,902,861		1,847,103		731,707		1,995,611
	27		Jun-07		946,214,860		20,566,401		19,367,269		17,559,692		1,810,206		596,903		2,188,245
	28		Jul-07		888,922,537		21,182,608		18,297,087		17,717,774		1,994,260		758,636		2,158,998
	29		Aug-07		832,946,751		21,622,799		18,923,561		16,448,963		2,007,307		605,475		2,158,814
	30		Sep-07		785,875,357		22,054,899		14,232,462		17,048,314		2,368,264		582,493		2,203,852
	31		Oct-07		734,449,656		22,804,508		14,657,866		16,969,024		2,311,733		765,550		2,222,649
	32		Nov-07		689,226,460		23,293,705		12,250,677		17,669,819		1,982,084		905,015		2,391,904
	33		Dec-07		646,100,127		24,045,330		11,051,439		19,752,335		2,583,695		651,304		2,580,797
	34		Jan-08		602,578,975		24,560,793		11,962,824		15,824,304		2,189,398		881,333		2,510,086
	35		Feb-08		561,789,202		25,162,951		10,855,833		14,205,808		1,447,762		944,544		2,474,460
	36		Mar-08		521,417,441		25,539,673		11,104,792		13,827,843		1,723,818		621,349		2,678,072
	37		Apr-08		483,219,112		25,947,736		10,564,580		11,700,737		1,844,800		367,107		2,655,275
	38		May-08		447,394,558		26,409,405		9,017,794		13,499,898		1,604,174		703,084		2,536,290
	39		Jun-08		412,755,072		27,000,686		8,379,074		12,017,363		1,955,553		506,840		2,679,705
	40		Jul-08		379,368,379		27,551,399		7,818,730		10,968,705		1,763,311		685,145		2,624,119
	41		Aug-08		350,512,760		27,911,018		6,195,634		10,763,849		1,431,934		574,703		2,669,337
	42		Sep-08		321,226,978		28,369,459		5,977,324		10,588,815		1,478,090		590,182		2,682,802
	43		Oct-08		293,519,779		28,895,635		5,224,604		9,830,955		1,542,565		540,061		2,527,947

Final Payment Date: November 17, 2008


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-10

Ford Credit Auto OwnerTrust 2005-C

Original Pool Characteristics


Closing Date		September 28, 2005
Cutoff Date		September 1, 2005
Number of Receivables		111,210
Initial Pool Balance	$	2,149,999,792
Principal Balance
Average	$	19,333
Highest	$	99,061
Lowest	$	251
Original Amount Financed
Average	$	22,790
Highest	$	212,847
Lowest	$	1,000
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.92	%
Highest		28.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.28	%
Original Term
Weighted average⁽¹⁾		59.9 months
Original term greater than 60 months⁽²⁾		23.90	%
Longest		72 months
Shortest		3 months
Remaining Term
Weighted average⁽¹⁾		52.6 months
Remaining term greater than 60 months⁽²⁾		18.13	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.34 years
Percentage New (vs. Used) Vehicle⁽²⁾		85.08	%
Percentage Car (vs. Light Truck)⁽²⁾		23.68	%
Percentage of Top 10 Makes/Models⁽²⁾		64.64	%
Ford F-150		19.26%
Ford Explorer		10.00%
Ford Expedition		6.93%
Ford F-250		6.60%
Ford F-350		5.50%
Ford Escape		3.70%
Ford Focus		3.67%
Ford Ranger		3.48%
Ford Five Hundred		2.86%
Ford Mustang		2.65%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		38.41	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		708


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Sep-05	$	2,067,350,035	$	3,047	$	40,541,326	$	8,565,495	$	—	$	—	$	—
	2		Oct-05		1,990,543,586		122,511		34,898,117		13,093,379		746,407		—		—
	3		Nov-05		1,923,545,491		340,588		27,212,239		12,621,868		1,270,505		285,221		—
	4		Dec-05		1,860,302,799		722,841		23,582,790		15,299,978		1,299,099		421,861		214,918
	5		Jan-06		1,795,058,962		1,256,953		23,671,630		13,645,690		1,772,361		419,497		366,218
	6		Feb-06		1,734,743,076		1,688,493		22,331,795		11,935,965		1,296,372		617,839		440,578
	7		Mar-06		1,668,279,986		2,260,998		24,131,957		12,301,130		736,219		338,234		620,389
	8		Apr-06		1,610,848,545		2,728,480		21,527,200		12,636,111		1,000,919		152,200		601,148
	9		May-06		1,547,626,755		3,163,175		23,528,081		16,202,986		1,285,380		479,391		502,863
	10		Jun-06		1,486,710,441		3,688,070		23,368,276		14,144,247		1,469,210		359,195		699,497
	11		Jul-06		1,427,141,552		4,316,387		23,492,697		16,852,371		1,578,698		515,370		773,225
	12		Aug-06		1,367,370,483		4,869,956		23,694,870		16,070,295		1,379,807		639,161		747,195
	13		Sep-06		1,312,610,916		5,533,620		20,945,055		16,160,687		1,842,291		706,983		766,511
	14		Oct-06		1,259,147,272		6,528,099		16,805,283		15,810,250		1,900,708		732,912		904,087
	15		Nov-06		1,209,681,232		7,201,392		15,912,881		15,037,688		1,616,008		644,782		1,062,240
	16		Dec-06		1,162,937,909		7,972,270		14,621,618		15,830,033		2,010,746		560,679		1,070,390
	17		Jan-07		1,111,549,066		8,568,690		16,722,143		15,359,264		1,689,346		501,787		1,135,939
	18		Feb-07		1,065,028,595		9,173,674		15,026,514		13,226,876		1,359,848		562,065		1,102,583
	19		Mar-07		1,013,545,816		9,669,399		17,800,474		13,880,164		1,355,170		528,318		1,145,649
	20		Apr-07		963,702,616		10,235,452		18,498,065		14,979,118		1,409,516		602,295		1,175,507
	21		May-07		915,473,655		10,697,732		17,352,239		15,736,268		1,697,383		492,244		1,203,074
	22		Jun-07		869,514,606		11,160,061		16,702,343		14,794,229		1,802,154		583,265		1,298,405
	23		Jul-07		823,616,062		11,673,965		16,008,245		15,727,872		2,053,754		585,774		1,383,607
	24		Aug-07		779,324,158		12,274,971		15,330,996		14,185,286		1,608,928		600,769		1,539,524
	25		Sep-07		740,483,394		12,848,504		12,916,056		14,695,277		2,061,747		593,620		1,428,074
	26		Oct-07		698,311,997		13,462,502		13,241,105		15,599,676		1,651,027		448,284		1,436,071
	27		Nov-07		661,507,149		14,080,626		10,684,445		14,892,614		1,839,715		678,595		1,475,807
	28		Dec-07		626,625,324		14,709,488		9,414,328		17,755,523		2,429,175		499,815		1,561,757
	29		Jan-08		591,048,151		15,209,436		10,347,309		14,820,858		2,135,628		713,893		1,589,206
	30		Feb-08		557,581,384		15,736,966		9,016,091		13,041,696		1,776,781		577,146		1,652,328
	31		Mar-08		522,429,436		16,186,455		10,873,619		13,155,411		1,527,121		674,913		1,725,109
	32		Apr-08		489,790,164		16,725,494		9,647,486		12,403,700		1,729,281		385,055		1,871,059
	33		May-08		458,987,305		17,253,336		8,762,665		11,983,644		1,827,896		512,612		1,589,212
	34		Jun-08		429,029,641		17,849,599		8,291,836		12,121,883		2,069,507		509,153		1,637,118
	35		Jul-08		400,708,044		18,373,437		7,304,244		10,878,066		1,326,850		563,892		1,665,552
	36		Aug-08		375,468,327		18,922,783		6,109,010		10,508,815		1,706,047		376,695		1,623,462
	37		Sep-08		351,162,482		19,387,137		5,505,095		9,964,773		1,841,781		537,066		1,707,140
	38		Oct-08		327,342,046		20,012,093		4,788,546		10,551,558		1,179,248		576,995		1,691,173
	39		Nov-08		306,900,484		20,519,556		3,982,693		10,042,961		1,716,302		425,728		1,682,688
	40		Dec-08		284,786,536		21,019,050		4,195,360		10,839,562		1,662,914		633,397		1,698,153
	41		Jan-09		264,275,399		21,467,484		3,595,979		9,254,721		1,441,566		337,386		1,770,788
	42		Feb-09		244,775,918		21,978,999		3,654,291		8,137,251		1,082,926		250,678		1,830,738
	43		Mar-09		222,973,990		22,327,842		4,389,752		8,535,995		937,328		200,456		1,587,809
	44		Apr-09		203,782,389		22,634,418		3,740,048		6,697,488		1,074,264		355,782		1,530,120

Final Payment Date: May 15, 2009


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-11

Ford Credit Auto OwnerTrust 2006-A

Original Pool Characteristics


Closing Date		February 22, 2006
Cutoff Date		February 1, 2006
Number of Receivables		187,903
Initial Pool Balance	$	3,164,999,892
Principal Balance
Average	$	16,844
Highest	$	99,213
Lowest	$	252
Original Amount Financed
Average	$	22,473
Highest	$	120,887
Lowest	$	1,016
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		6.65	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.42	%
Original Term
Weighted average⁽¹⁾		60.5 months
Original term greater than 60 months⁽²⁾		28.58	%
Longest		72 months
Shortest		4 months
Remaining Term
Weighted average⁽¹⁾		52.0 months
Remaining term greater than 60 months⁽²⁾		22.68	%
Longest		72 months
Shortest		1 month
Scheduled Weighted Average Life⁽³⁾		2.32 years
Percentage New (vs. Used) Vehicle⁽²⁾		82.19	%
Percentage Car (vs. Light Truck)⁽²⁾		23.80	%
Percentage of Top 10 Makes/Models⁽²⁾		64.41	%
Ford F-150		21.74%
Ford Explorer		8.31%
Ford F-250		6.64%
Ford Expedition		6.08%
Ford F-350		5.80%
Ford Escape		4.13%
Ford Focus		3.22%
Ford Ranger		3.04%
Ford Five Hundred		2.73%
Ford Mustang		2.71%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		39.44	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		707
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		701


^{(1)(2)(3)(4)(9)}	Seepage A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Feb-06	$	3,035,610,528	$	10,153	$	59,722,354	$	13,986,233	$	—	$	—	$	—
	2		Mar-06		2,897,305,654		163,332		62,183,923		14,950,824		760,151		—		19,399
	3		Apr-06		2,787,043,508		451,419		47,396,814		17,254,975		820,754		177,684		—
	4		May-06		2,669,434,126		926,774		48,829,430		21,582,015		1,378,169		180,122		80,081
	5		Jun-06		2,563,284,996		1,617,571		41,833,076		18,878,767		2,027,401		238,802		154,493
	6		Jul-06		2,464,617,008		2,291,024		37,989,897		24,912,283		1,873,811		605,751		218,760
	7		Aug-06		2,366,393,179		3,167,604		37,917,017		22,073,480		2,211,698		450,505		408,855
	8		Sep-06		2,273,707,447		4,093,338		37,013,927		24,184,908		2,256,410		522,799		540,748
	9		Oct-06		2,186,322,844		5,044,226		28,559,097		23,687,491		1,874,944		826,756		578,474
	10		Nov-06		2,106,231,732		5,934,411		26,718,417		22,829,374		2,438,884		338,680		948,482
	11		Dec-06		2,029,762,218		7,218,427		26,093,639		25,093,891		2,695,725		749,212		669,868
	12		Jan-07		1,947,875,714		8,204,399		27,713,107		24,034,974		2,509,560		720,584		820,351
	13		Feb-07		1,874,421,613		9,171,587		24,327,664		21,881,524		2,196,502		716,921		888,013
	14		Mar-07		1,791,416,038		10,067,955		29,962,753		23,021,570		2,278,991		853,928		969,808
	15		Apr-07		1,711,992,503		10,980,159		29,587,160		22,331,514		2,572,691		910,625		1,060,698
	16		May-07		1,636,570,531		11,786,210		26,938,118		24,697,387		2,592,517		750,183		1,138,582
	17		Jun-07		1,563,154,967		12,668,497		27,529,566		25,032,043		3,377,740		835,709		1,297,970
	18		Jul-07		1,490,434,823		13,581,524		25,779,287		26,921,199		2,961,472		1,104,137		1,376,457
	19		Aug-07		1,419,596,364		14,739,373		24,757,330		24,173,553		2,779,856		846,750		1,609,766
	20		Sep-07		1,357,822,168		15,748,810		21,484,006		25,785,149		3,942,010		934,713		1,750,111
	21		Oct-07		1,290,081,880		17,021,146		21,695,208		25,872,432		2,748,151		1,161,750		2,028,405
	22		Nov-07		1,229,511,832		18,044,346		19,705,313		26,025,033		3,124,828		885,980		2,306,301
	23		Dec-07		1,172,987,461		19,288,479		16,224,217		28,665,424		3,718,627		973,950		2,303,124
	24		Jan-08		1,114,432,065		20,517,551		17,969,537		25,245,374		2,949,170		837,645		2,336,881
	25		Feb-08		1,058,456,660		21,589,714		17,388,305		23,414,417		2,586,312		1,102,532		2,237,543
	26		Mar-08		1,001,534,735		22,568,364		17,802,291		23,339,640		2,750,276		941,592		2,402,967
	27		Apr-08		947,332,827		23,540,535		17,872,880		21,924,790		2,974,185		864,780		2,234,592
	28		May-08		896,479,787		24,610,265		14,787,857		23,471,542		2,623,830		1,010,696		2,245,494
	29		Jun-08		847,427,951		25,660,450		13,170,855		23,025,537		3,395,507		920,887		2,338,243
	30		Jul-08		798,906,815		26,982,339		12,815,344		21,146,915		3,543,920		1,022,196		2,453,893
	31		Aug-08		756,419,172		27,999,067		10,966,063		20,726,108		3,240,853		1,195,568		2,540,951
	32		Sep-08		712,379,243		29,174,995		10,966,178		20,481,872		2,997,078		997,627		2,868,404
	33		Oct-08		670,237,218		30,544,319		10,126,358		19,455,882		2,603,152		895,281		2,945,451
	34		Nov-08		635,976,711		31,303,702		6,661,244		20,009,176		2,936,984		878,546		2,974,312
	35		Dec-08		598,139,953		32,623,950		7,455,006		21,863,223		3,482,207	��	971,293		2,896,634
	36		Jan-09		562,022,304		33,692,817		7,565,576		18,835,215		3,142,767		826,885		3,052,489
	37		Feb-09		527,424,376		35,115,473		6,957,799		16,326,114		2,148,747		633,106		2,953,892
	38		Mar-09		490,011,644		36,088,883		7,582,072		15,900,299		2,412,350		591,978		2,886,510
	39		Apr-09		455,907,432		36,926,655		7,176,305		14,613,105		2,036,900		744,072		2,756,131
	40		May-09		425,491,139		37,711,367		6,083,637		13,974,318		2,428,055		673,972		2,831,580
	41		Jun-09		392,364,438		38,515,442		6,395,568		14,059,385		2,098,945		839,685		2,836,482
	42		Jul-09		361,676,611		39,287,846		5,809,888		14,211,956		2,033,448		628,259		2,821,539
	43		Aug-09		332,548,007		40,072,397		5,655,645		13,839,905		1,815,246		539,530		2,830,589
	44		Sep-09		305,820,116		40,506,354		5,001,636		12,846,131		1,469,087		501,734		2,897,329
	45		Oct-09		279,954,790		41,130,322		4,922,578		12,207,532		1,150,551		467,962		2,881,338


^(5)(6)(7)(8)	See page A-1 for footnotes

A-12

Ford Credit Auto OwnerTrust 2006-B

Original Pool Characteristics


Closing Date		August 29, 2006
Cutoff Date		August 1, 2006
Number of Receivables		154,834
Initial Pool Balance	$	3,149,999,910
Principal Balance
Average	$	20,344
Highest	$	99,006
Lowest	$	255
Original Amount Financed
Average	$	23,575
Highest	$	130,658
Lowest	$	914
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.80	%
Highest		29.90	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.45	%
Original Term
Weighted average⁽¹⁾		61.7 months
Original term greater than 60 months⁽²⁾		35.29	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		56.4 months
Remaining term greater than 60 months⁽²⁾		31.66	%
Longest		72 months
Shortest		1 month
Scheduled Weighted Average Life⁽³⁾		2.51 years
Percentage New (vs. Used) Vehicle⁽²⁾		82.77	%
Percentage Car (vs. Light Truck)⁽²⁾		25.28	%
Percentage of Top 10 Makes/Models⁽²⁾		68.90	%
Ford F-150		20.52%
Ford Explorer		8.02%
Ford F-250		6.88%
Ford Expedition		6.79%
Ford Escape		6.31%
Ford F-350		6.12%
Ford Focus		3.94%
Ford Fusion		3.73%
Ford Mustang		3.30%
Ford Five Hundred		3.29%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		39.73	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		706
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		691


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Aug-06	$	3,038,975,492	$	3,352	$	50,238,249	$	16,918,692	$	66,253	$	—	$	—
	2		Sep-06		2,941,511,036		235,653		41,384,333		22,144,705		1,519,949		72,831		—
	3		Oct-06		2,847,578,366		807,996		33,667,238		24,419,023		1,737,293		492,465		53,531
	4		Nov-06		2,763,390,987		1,644,421		28,593,516		25,312,393		2,024,481		535,300		219,067
	5		Dec-06		2,684,134,557		3,143,076		25,206,193		28,524,871		2,766,667		340,539		151,078
	6		Jan-07		2,599,405,503		4,266,221		26,699,144		27,364,600		2,943,150		812,062		250,772
	7		Feb-07		2,520,418,973		5,427,608		25,792,528		22,840,719		2,111,838		887,345		549,570
	8		Mar-07		2,433,465,480		6,874,406		28,910,565		25,447,349		1,897,947		633,117		548,432
	9		Apr-07		2,352,366,966		7,870,793		27,859,388		27,252,170		3,183,527		808,696		830,784
	10		May-07		2,270,898,982		9,018,379		28,511,225		30,372,415		2,993,884		1,036,628		942,868
	11		Jun-07		2,191,579,389		10,241,657		27,576,371		29,356,013		3,621,755		1,203,884		1,131,619
	12		Jul-07		2,111,462,689		11,586,431		27,499,662		33,261,848		3,799,150		1,255,376		1,623,177
	13		Aug-07		2,031,105,211		13,400,479		28,398,272		30,582,448		4,417,334		1,149,160		1,714,088
	14		Sep-07		1,961,595,329		14,962,038		23,083,201		34,346,030		4,580,250		1,399,146		1,820,307
	15		Oct-07		1,883,925,145		17,099,076		24,592,759		33,309,763		4,443,548		1,153,748		1,823,262
	16		Nov-07		1,814,320,013		18,978,909		21,503,379		34,594,772		4,511,959		1,374,079		2,097,946
	17		Dec-07		1,749,729,372		21,075,444		17,421,191		41,256,926		5,110,858		1,387,103		2,191,026
	18		Jan-08		1,680,847,754		22,977,926		20,920,992		35,760,290		4,140,185		1,275,328		2,493,135
	19		Feb-08		1,613,917,003		25,091,348		20,323,527		30,807,387		3,617,698		1,090,403		2,541,177
	20		Mar-08		1,544,360,634		26,984,125		22,427,910		33,354,028		3,651,840		1,182,891		2,459,477
	21		Apr-08		1,478,310,336		28,737,643		21,452,057		29,648,002		4,165,772		1,121,361		2,745,168
	22		May-08		1,415,207,472		30,673,200		18,955,702		33,761,664		4,480,714		1,299,116		2,550,692
	23		Jun-08		1,355,648,992		32,585,502		15,885,532		34,651,158		5,514,515		1,194,320		2,463,872
	24		Jul-08		1,295,260,041		34,727,459		16,490,214		29,442,273		4,495,142		1,882,089		2,522,482
	25		Aug-08		1,241,219,182		37,002,447		13,398,681		31,322,861		4,645,302		1,449,185		2,714,118
	26		Sep-08		1,185,609,063		39,140,181		13,634,538		29,565,578		4,878,998		1,631,444		2,697,025
	27		Oct-08		1,131,660,880		41,287,434		12,533,653		29,798,894		4,112,444		1,399,292		3,223,456
	28		Nov-08		1,087,334,584		43,009,655		8,468,243		30,260,033		4,887,159		1,437,670		3,488,927
	29		Dec-08		1,037,859,125		45,260,234		9,363,474		35,058,565		5,566,484		1,434,470		3,585,185
	30		Jan-09		990,262,068		47,143,644		9,157,675		29,066,357		5,313,461		1,755,429		3,547,144
	31		Feb-09		943,611,517		49,122,838		9,344,427		23,815,470		3,498,348		1,575,241		3,826,673
	32		Mar-09		892,102,062		51,286,124		10,307,042		26,761,012		3,184,166		1,287,070		3,777,041
	33		Apr-09		845,012,275		52,744,917		10,147,883		23,513,465		4,058,056		1,070,394		3,655,565
	34		May-09		801,541,108		54,190,105		9,764,806		23,294,626		3,489,043		1,340,180		3,668,733
	35		Jun-09		754,269,161		55,532,744		10,202,907		23,650,518		3,654,728		980,290		3,877,109
	36		Jul-09		709,298,932		56,795,467		10,010,369		24,127,430		2,986,709		1,318,980		3,749,290
	37		Aug-09		668,044,053		58,153,601		8,400,228		24,673,033		3,151,696		1,045,561		3,930,000
	38		Sep-09		629,284,196		59,007,519		7,990,445		23,353,193		2,529,414		966,400		3,940,391
	39		Oct-09		590,526,135		60,267,320		8,089,805		22,906,830		2,677,227		802,966		3,830,633


^(5)(6)(7)(8)	See page A-1 for footnotes

A-13

Ford Credit Auto OwnerTrust 2006-C

Original Pool Characteristics


Closing Date		November 22, 2006
Cutoff Date		November 1, 2006
Number of Receivables		153,149
Initial Pool Balance	$	3,299,999,280
Principal Balance
Average	$	21,548
Highest	$	99,170
Lowest	$	250
Original Amount Financed
Average	$	25,149
Highest	$	180,341
Lowest	$	1,005
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.40	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.31	%
Original Term
Weighted average⁽¹⁾		63.5 months
Original term greater than 60 months⁽²⁾		46.19	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		58.4 months
Remaining term greater than 60 months⁽²⁾		43.25	%
Longest		72 months
Shortest		1 month
Scheduled Weighted Average Life⁽³⁾		2.55 years
Percentage New (vs. Used) Vehicle⁽²⁾		86.27	%
Percentage Car (vs. Light Truck)⁽²⁾		25.31	%
Percentage of Top 10 Makes/Models⁽²⁾		71.95	%
Ford F-150		21.40%
Ford Explorer		8.67%
Ford F-250		8.62%
Ford F-350		6.45%
Ford Expedition		6.31%
Ford Escape		5.20%
Ford Mustang		4.95%
Ford Fusion		4.31%
Ford Focus		3.04%
Ford Five Hundred		3.01%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		39.28	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		708
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		701


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Nov-06	$	3,206,380,649	$	47,913	$	32,731,717	$	16,045,762	$	76,716	$	21,033	$	—
	2		Dec-06		3,120,417,478		176,493		27,801,329		21,614,112		1,373,327		24,684		21,033
	3		Jan-07		3,027,138,886		706,990		29,710,886		23,658,958		2,267,312		294,900		24,684
	4		Feb-07		2,943,048,795		1,565,202		25,685,415		20,605,134		2,167,017		769,580		60,582
	5		Mar-07		2,852,651,970		2,615,226		27,018,828		22,787,379		1,711,334		645,972		340,405
	6		Apr-07		2,766,264,132		3,818,518		26,201,327		24,690,048		2,179,585		514,063		506,353
	7		May-07		2,681,692,646		4,682,730		26,254,426		27,552,891		2,328,493		703,442		471,850
	8		Jun-07		2,601,354,373		5,798,102		24,094,912		27,468,239		3,121,465		681,876		675,192
	9		Jul-07		2,516,821,005		7,149,527		26,098,401		31,291,959		3,685,978		1,050,670		763,758
	10		Aug-07		2,433,625,869		8,475,601		26,228,723		29,469,764		3,747,450		992,005		1,042,991
	11		Sep-07		2,361,719,542		10,032,069		21,051,716		33,085,721		4,551,687		1,287,568		1,011,453
	12		Oct-07		2,281,115,117		12,199,196		23,289,195		33,132,728		3,763,099		1,222,051		1,130,734
	13		Nov-07		2,208,467,412		14,409,759		19,793,615		33,087,201		5,005,113		777,046		1,459,495
	14		Dec-07		2,138,905,277		16,330,350		18,539,282		41,507,595		4,896,713		1,321,344		1,278,430
	15		Jan-08		2,066,210,654		18,349,202		19,679,838		35,567,485		4,814,959		1,319,637		1,603,522
	16		Feb-08		1,995,420,819		20,619,329		19,146,008		30,633,564		3,808,624		1,237,966		1,624,263
	17		Mar-08		1,922,117,654		22,426,860		22,581,172		31,939,523		3,774,005		1,025,862		1,844,119
	18		Apr-08		1,851,730,807		24,633,753		20,704,300		31,907,374		3,866,860		1,147,157		1,797,647
	19		May-08		1,784,408,599		26,498,860		19,058,619		33,982,644		4,529,048		1,156,202		1,883,626
	20		Jun-08		1,719,795,157		28,327,933		16,754,360		35,043,074		5,295,300		1,344,683		1,857,346
	21		Jul-08		1,654,790,176		30,534,564		16,360,649		30,959,756		4,367,623		1,651,546		2,041,590
	22		Aug-08		1,594,700,073		32,628,035		15,084,172		33,095,933		4,189,682		1,541,552		2,104,907
	23		Sep-08		1,533,008,895		34,737,621		15,023,641		32,501,411		4,491,577		1,505,499		2,299,612
	24		Oct-08		1,473,602,989		37,288,009		12,328,482		32,158,851		4,157,206		1,523,802		2,249,589
	25		Nov-08		1,422,849,206		39,565,596		9,248,722		32,160,548		5,214,832		1,522,124		2,221,249
	26		Dec-08		1,367,111,694		42,396,763		9,507,160		37,751,370		5,203,432		1,949,723		2,358,592
	27		Jan-09		1,313,422,037		44,372,745		10,379,225		31,741,801		5,433,744		1,626,443		2,832,405
	28		Feb-09		1,261,115,970		46,892,889		10,013,234		29,729,136		4,008,951		1,489,335		2,788,887
	29		Mar-09		1,202,002,989		49,254,802		12,281,215		29,378,411		3,986,224		1,288,898		2,914,656
	30		Apr-09		1,146,425,570		51,543,201		12,368,951		26,622,486		4,217,431		1,564,036		2,786,948
	31		May-09		1,094,951,079		53,449,947		11,440,556		27,212,834		3,876,445		1,485,105		3,034,881
	32		Jun-09		1,040,925,905		55,135,107		11,755,670		28,464,918		3,957,630		1,441,149		3,185,415
	33		Jul-09		986,362,249		56,761,838		12,618,268		27,604,722		3,626,003		1,527,390		3,453,390
	34		Aug-09		936,685,557		58,190,199		10,908,860		28,447,758		3,645,243		1,245,487		3,601,198
	35		Sep-09		889,223,909		59,403,968		10,053,495		27,877,931		3,008,544		1,314,176		3,720,380
	36		Oct-09		842,082,300		61,005,277		10,191,576		27,879,313		3,014,157		1,305,691		3,974,755


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-14

Ford Credit Auto OwnerTrust 2007-A

Original Pool Characteristics


Closing Date		June 27, 2007
Cutoff Date		June 1, 2007
Number of Receivables		102,246
Initial Pool Balance	$	2,224,998,964
Principal Balance
Average	$	21,761
Highest	$	99,573
Lowest	$	263
Original Amount Financed
Average	$	25,884
Highest	$	178,058
Lowest	$	799
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.39	%
Highest		29.90	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.27	%
Original Term
Weighted average⁽¹⁾		62.5 months
Original term greater than 60 months⁽²⁾		39.51	%
Longest		72 months
Shortest		12 months
Remaining Term
Weighted average⁽¹⁾		56.5 months
Remaining term greater than 60 months⁽²⁾		35.50	%
Longest		72 months
Shortest		2 month
Scheduled Weighted Average Life⁽³⁾		2.48 years
Percentage New (vs. Used) Vehicle⁽²⁾		86.95	%
Percentage Car (vs. Light Truck)⁽²⁾		24.31	%
Percentage of Top 10 Makes/Models⁽²⁾		69.59	%
Ford F-150		22.29%
Ford F-250		8.55%
Ford Explorer		7.32%
Ford F-350		6.52%
Ford Escape		5.62%
Ford Expedition		5.57%
Ford Fusion		4.25%
Ford Mustang		4.10%
Ford Focus		3.09%
Ford Five Hundred		2.29%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		40.91	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		705
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		688


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Jun-07	$	2,163,725,231	$	8,264	$	18,779,943	$	12,807,206	$	10,234	$	—	$	—
	2		Jul-07		2,101,470,055		130,121		18,200,360		14,993,834		1,130,849		—		11,952
	3		Aug-07		2,041,066,208		487,333		17,789,819		18,004,514		1,741,524		198,733		—
	4		Sep-07		1,987,203,304		1,136,765		15,416,313		20,855,007		2,155,732		532,181		109,713
	5		Oct-07		1,926,777,827		2,294,941		16,599,195		19,876,520		1,864,063		520,894		188,106
	6		Nov-07		1,870,708,807		3,162,973		16,934,418		21,258,738		2,362,637		555,630		259,968
	7		Dec-07		1,817,761,586		4,464,678		13,751,438		27,069,063		3,678,180		661,512		322,176
	8		Jan-08		1,762,635,335		5,644,505		15,516,300		24,012,410		3,380,777		889,898		569,922
	9		Feb-08		1,708,922,116		7,010,713		14,564,251		23,028,249		2,761,667		988,180		574,048
	10		Mar-08		1,652,349,888		8,275,012		17,118,099		22,642,268		2,823,053		746,683		893,883
	11		Apr-08		1,597,982,475		9,937,439		15,465,975		21,241,840		2,859,032		540,002		918,737
	12		May-08		1,545,898,208		11,542,418		14,194,391		25,576,568		2,710,339		769,002		723,642
	13		Jun-08		1,496,016,847		13,134,709		11,759,335		24,745,690		3,851,782		780,986		932,793
	14		Jul-08		1,445,436,170		15,009,332		12,679,679		24,439,105		2,898,731		1,177,873		928,078
	15		Aug-08		1,398,391,153		17,072,802		11,454,089		26,224,797		3,587,842		834,485		1,295,016
	16		Sep-08		1,349,204,021		18,803,547		11,770,104		22,866,485		4,186,795		984,633		1,221,542
	17		Oct-08		1,300,645,955		21,223,789		10,761,523		24,425,868		3,336,459		1,252,721		1,414,950
	18		Nov-08		1,259,882,517		23,244,438		7,882,873		24,673,522		4,240,826		964,203		1,595,783
	19		Dec-08		1,215,273,311		25,347,811		8,307,458		29,379,458		4,656,925		1,594,219		1,504,634
	20		Jan-09		1,171,410,083		27,392,365		8,653,404		27,807,653		3,651,052		1,340,954		1,909,098
	21		Feb-09		1,127,281,670		30,036,773		8,950,146		21,822,370		3,083,197		717,590		1,715,349
	22		Mar-09		1,078,263,166		32,303,552		10,486,246		24,202,056		2,681,266		915,366		1,653,757
	23		Apr-09		1,033,548,176		33,834,579		10,476,596		20,506,984		3,221,392		1,128,526		1,749,322
	24		May-09		991,772,075		35,319,514		9,667,691		22,882,773		3,188,680		1,087,747		1,906,428
	25		Jun-09		947,067,954		36,625,399		10,352,525		22,226,383		3,369,116		1,095,319		1,722,026
	26		Jul-09		901,547,961		37,989,906		10,584,263		22,661,492		3,254,069		1,147,278		1,934,346
	27		Aug-09		860,733,951		39,288,583		8,567,061		25,104,030		3,095,721		958,254		2,202,118
	28		Sep-09		820,215,324		40,555,555		9,034,493		23,839,681		2,622,997		872,276		2,269,770
	29		Oct-09		779,527,603		41,803,013		9,618,545		23,598,463		2,691,380		920,282		2,455,535


^(5)(6)(7)(8)	See page A-1 for footnotes

A-15

Ford Credit Auto OwnerTrust 2007-B

Original Pool Characteristics


Closing Date		October 17, 2007
Cutoff Date		October 1, 2007
Number of Receivables		199,541
Initial Pool Balance	$	3,369,998,998
Principal Balance
Average	$	16,889
Highest	$	99,827
Lowest	$	254
Original Amount Financed
Average	$	25,169
Highest	$	166,323
Lowest	$	951
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.36	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.21	%
Original Term
Weighted average⁽¹⁾		61.5 months
Original term greater than 60 months⁽²⁾		34.82	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		49.3 months
Remaining term greater than 60 months⁽²⁾		21.87	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.17 years
Percentage New (vs. Used) Vehicle⁽²⁾		86.89	%
Percentage Car (vs. Light Truck)⁽²⁾		24.66	%
Percentage of Top 10 Makes/Models⁽²⁾		66.54	%
Ford F-150		21.68%
Ford Explorer		8.88%
Ford F-250		6.64%
Ford Expedition		6.07%
Ford F-350		5.37%
Ford Escape		4.63%
Ford Mustang		4.04%
Ford Fusion		3.37%
Ford Focus		3.14%
Mazda Mazda 3		2.73%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		38.81	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		712
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original terms greater than 60 months		692


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Oct-07	$	3,248,778,394	$	6,087	$	32,890,112	$	20,231,273	$	174,881	$	21,535	$	—
	2		Nov-07		3,139,676,846		153,918		27,178,509		23,263,694		1,921,351		57,464		—
	3		Dec-07		3,034,073,235		643,845		25,048,789		30,554,608		2,771,262		568,150		—
	4		Jan-08		2,926,961,406		1,627,926		25,099,027		27,448,534		2,748,230		788,546		230,921
	5		Feb-08		2,820,626,761		3,228,200		26,424,263		24,726,631		2,231,668		816,367		598,944
	6		Mar-08		2,711,275,391		4,716,001		28,760,310		25,815,228		2,602,080		827,186		714,450
	7		Apr-08		2,605,898,968		6,161,609		29,243,953		25,521,881		2,865,155		699,200		830,875
	8		May-08		2,507,168,116		8,012,225		24,146,894		30,322,361		3,384,689		881,442		898,092
	9		Jun-08		2,412,719,152		9,593,927		21,317,031		31,481,691		4,959,764		1,234,630		999,601
	10		Jul-08		2,318,322,239		12,000,568		20,926,219		30,615,349		3,836,222		1,474,939		1,095,705
	11		Aug-08		2,232,882,840		14,110,350		18,322,408		31,581,953		4,620,779		1,305,078		1,403,941
	12		Sep-08		2,143,528,477		16,635,580		19,680,201		30,419,245		4,075,106		1,619,984		1,498,929
	13		Oct-08		2,058,093,283		19,077,417		17,853,456		31,576,475		4,651,066		1,138,919		1,837,857
	14		Nov-08		1,986,953,361		21,189,905		12,248,911		31,875,563		4,932,227		1,173,212		1,957,777
	15		Dec-08		1,907,812,570		24,066,531		13,138,523		37,430,396		5,365,984		1,895,588		1,974,386
	16		Jan-09		1,832,530,390		26,435,164		12,932,119		33,113,606		5,950,440		1,459,589		2,647,240
	17		Feb-09		1,759,998,637		29,215,264		13,019,695		29,034,153		4,043,385		1,876,711		2,367,560
	18		Mar-09		1,678,273,926		32,062,589		16,301,994		32,124,976		3,683,938		1,516,649		2,814,710
	19		Apr-09		1,603,407,797		34,301,763		15,616,532		28,427,538		4,541,290		1,449,580		2,931,152
	20		May-09		1,534,602,894		36,602,517		13,679,884		29,874,568		4,205,709		1,632,674		2,832,431
	21		Jun-09		1,460,652,817		38,753,857		16,400,109		29,456,197		4,413,974		1,312,562		2,853,265
	22		Jul-09		1,387,913,692		40,555,751		16,235,217		31,889,532		3,788,912		1,341,223		2,866,518
	23		Aug-09		1,321,457,196		42,354,769		13,798,146		32,472,534		3,781,954		1,516,167		2,843,656
	24		Sep-09		1,256,472,688		44,220,682		13,854,325		31,356,292		3,745,857		1,331,482		2,735,974
	25		Oct-09		1,193,994,108		45,675,582		13,867,436		31,501,970		3,394,047		1,522,774		2,845,472


^(5)(6)(7)(8)	See page A-1 for footnotes

A-16

Ford Credit Auto OwnerTrust 2008-A

Original Pool Characteristics


Closing Date		January 23, 2008
Cutoff Date		January 1, 2008
Number of Receivables		140,730
Initial Pool Balance	$	2,399,999,233
Principal Balance
Average	$	17,054
Highest	$	99,625
Lowest	$	253
Original Amount Financed
Average	$	25,368
Highest	$	176,269
Lowest	$	1,347
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.51	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.23	%
Original Term
Weighted average⁽¹⁾		61.3 months
Original term greater than 60 months⁽²⁾		34.83	%
Longest		72 months
Shortest		9 months
Remaining Term
Weighted average⁽¹⁾		49.4 months
Remaining term greater than 60 months⁽²⁾		22.64	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.18 years
Percentage New (vs. Used) Vehicle⁽²⁾		86.15	%
Percentage Car (vs. Light Truck)⁽²⁾		24.44	%
Percentage of Top 10 Makes/Models⁽²⁾		66.47	%
Ford F-150		21.65%
Ford Explorer		8.34%
Ford F-250		6.40%
Ford Expedition		5.80%
Ford F-350		5.12%
Ford Escape		4.51%
Ford Mustang		4.32%
Ford Edge		3.57%
Ford Fusion		3.43%
Ford Focus		3.34%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		38.81	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		711
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		689


^{(1)(2)(3)(4)(9)}	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Jan-08	$	2,319,126,566	$	7,928	$	20,990,186	$	16,942,607	$	117,305	$	—	$	3,712
	2		Feb-08		2,240,142,290		97,101		20,379,165		16,407,551		984,832		—		—
	3		Mar-08		2,158,686,354		536,671		21,868,956		17,946,484		1,817,168		301,124		—
	4		Apr-08		2,080,126,968		1,100,473		21,424,413		17,989,318		1,471,405		563,301		112,555
	5		May-08		2,005,243,063		2,168,214		18,620,037		22,575,349		2,150,495		376,740		487,300
	6		Jun-08		1,932,218,984		3,410,284		17,267,480		22,657,143		2,962,440		562,982		258,420
	7		Jul-08		1,860,761,139		5,003,648		16,195,010		21,565,833		3,142,387		946,018		300,613
	8		Aug-08		1,796,620,701		6,271,085		13,660,223		23,917,995		2,797,993		1,007,832		645,386
	9		Sep-08		1,729,598,870		8,041,286		13,966,900		23,002,710		3,644,357		1,169,102		729,143
	10		Oct-08		1,664,101,274		10,027,727		13,107,548		23,948,162		3,005,992		1,118,448		818,329
	11		Nov-08		1,609,684,073		11,810,074		9,117,073		25,644,522		3,194,358		1,200,696		960,675
	12		Dec-08		1,548,567,113		14,177,585		10,295,137		29,206,253		4,286,737		1,315,853		1,517,254
	13		Jan-09		1,491,069,457		15,772,703		10,236,098		27,456,993		4,082,969		1,233,892		1,855,288
	14		Feb-09		1,434,418,803		18,208,534		10,193,509		23,376,176		3,266,916		871,750		1,629,624
	15		Mar-09		1,371,083,520		20,511,313		12,440,457		23,880,783		3,247,956		1,135,991		1,619,862
	16		Apr-09		1,313,061,296		22,487,669		12,450,165		23,150,668		3,623,150		1,384,565		1,693,082
	17		May-09		1,259,525,718		24,193,604		11,054,408		23,188,129		3,838,455		1,292,779		2,066,438
	18		Jun-09		1,202,445,581		26,341,819		11,752,681		24,518,433		3,294,434		1,253,387		2,011,373
	19		Jul-09		1,146,962,173		27,911,164		12,244,472		25,354,863		2,933,007		1,296,689		2,084,040
	20		Aug-09		1,095,134,913		29,259,423		11,240,863		27,412,868		3,242,482		1,184,310		2,289,346
	21		Sept-09		1,044,770,997		30,289,560		11,027,977		25,464,375		3,150,655		938.649		2,451,070
	22		Oct-09		993,965,181		31,911,123		11,387,458		24,510,212		2,811,427		935,036		2,531,815


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-17

Ford Credit Auto OwnerTrust 2008-B

Original Pool Characteristics


Closing Date		April 22, 2008
Cutoff Date		April 1, 2008
Number of Receivables		94,331
Initial Pool Balance	$	1,739,998,150
Principal Balance
Average	$	18,446
Highest	$	95,916
Lowest	$	250
Original Amount Financed
Average	$	25,185
Highest	$	159,246
Lowest	$	542
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.84	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.30	%
Original Term
Weighted average⁽¹⁾		61.3 months
Original term greater than 60 months⁽²⁾		35.26	%
Longest		72 months
Shortest		12 months
Remaining Term
Weighted average⁽¹⁾		52.1 months
Remaining term greater than 60 months⁽²⁾		26.03	%
Longest		72 months
Shortest		1 month
Scheduled Weighted Average Life⁽³⁾		2.31 years
Percentage New (vs. Used) Vehicle⁽²⁾		84.61	%
Percentage Car (vs. Light Truck)⁽²⁾		24.51	%
Percentage of Top 10 Makes/Models⁽²⁾		68.06	%
Ford F-150		21.45%
Ford F-250		7.09%
Ford Explorer		6.56%
Ford F-350		5.71%
Ford Expedition		5.67%
Ford Escape		4.83%
Ford Focus		4.81%
Ford Edge		4.46%
Ford Mustang		4.23%
Mazda Mazda 3		3.25%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		40.36	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		707
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		685


^{(1)(2)(3)(4)(9)}	Seepage A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Apr-08	$	1,680,758,046	$	1,008	$	19,616,367	$	10,299,666	$	22,718	$	—	$	—
	2		May-08		1,625,363,479		184,917		16,282,132		14,321,995		967,582		—		—
	3		Jun-08		1,571,852,847		550,610		14,547,766		14,675,145		1,737,930		156,495		—
	4		Jul-08		1,518,880,370		1,365,688		13,855,508		16,172,489		1,894,700		694,888		13,859
	5		Aug-08		1,471,709,473		2,142,488		11,382,912		17,011,281		2,131,901		567,799		321,327
	6		Sep-08		1,423,390,941		2,941,920		10,797,149		17,309,528		2,634,553		582,879		447,372
	7		Oct-08		1,375,848,307		4,507,540		9,768,385		18,355,195		2,054,564		585,809		559,742
	8		Nov-08		1,335,987,937		5,951,803		6,657,025		18,723,269		2,827,562		585,572		321,727
	9		Dec-08		1,292,372,906		7,322,143		7,321,902		24,608,746		4,046,463		742,411		592,312
	10		Jan-09		1,249,611,494		8,478,376		8,651,854		21,765,206		3,289,733		1,014,332		693,272
	11		Feb-09		1,207,847,025		10,364,374		7,223,810		18,307,923		2,684,936		1,016,215		851,672
	12		Mar-09		1,160,341,497		12,059,472		9,956,916		20,445,946		1,944,822		610,637		1,226,001
	13		Apr-09		1,117,052,795		13,497,790		9,518,142		18,841,738		3,000,676		737,130		1,167,355
	14		May-09		1,077,932,857		14,676,701		7,720,442		19,575,231		2,757,183		983,036		896,004
	15		Jun-09		1,034,970,995		16,167,421		9,211,752		20,811,456		3,679,410		837,184		1,199,608
	16		Jul-09		991,616,366		17,659,645		9,835,608		23,108,750		2,940,483		1,129,236		1,107,105
	17		Aug-09		951,503,201		19,014,448		8,678,597		22,915,444		3,670,352		1,075,836		1,335,194
	18		Sep-09		912,169,252		20,223,009		8,919,854		22,172,006		2,834,970		1,322,590		1,508,301
	19		Oct-09		872,956,535		21,772,333		9,061,129		21,613,706		2,631,343		1,081,490		1,781,427


^(5)(6)(7)(8)	Seepage A-1 for footnotes

A-18

Ford Credit Auto OwnerTrust 2008-C

Original Pool Characteristics


Closing Date		May 22, 2008
Cutoff Date		May 1, 2008
Number of Receivables		338,143
Initial Pool Balance	$	6,254,185,031
Principal Balance
Average	$	18,496
Highest	$	99,897
Lowest	$	251
Original Amount Financed
Average	$	24,921
Highest	$	202,640
Lowest	$	669
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		4.93	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.34	%
Original Term
Weighted average⁽¹⁾		61.5 months
Original term greater than 60 months⁽²⁾		35.68	%
Longest		72 months
Shortest		6 months
Remaining Term
Weighted average⁽¹⁾		52.8 months
Remaining term greater than 60 months⁽²⁾		26.96	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.32 years
Percentage New (vs. Used) Vehicle⁽²⁾		84.14	%
Percentage Car (vs. Light Truck)⁽²⁾		25.54	%
Percentage of Top 10 Makes/Models⁽²⁾		67.91	%
Ford F-150		21.33%
Ford F-250		6.87%
Ford Explorer		6.45%
Ford Expedition		5.58%
Ford Focus		5.55%
Ford F-350		5.37%
Ford Escape		4.78%
Ford Edge		4.43%
Ford Mustang		4.30%
Mazda Mazda 3		3.26%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		39.89	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾at origination		707
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		686

^(1)(2)(3)(4) See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		May-08	$	6,038,271,227	$	14,542	$	74,596,681	$	42,891,482	$	160,246	$	26,263	$	—
	2		Jun-08		5,839,791,912		545,514		57,860,207		49,900,305		5,237,580		147,651		—
	3		Jul-08		5,642,737,137		1,925,802		57,501,333		52,694,387		5,824,907		1,490,671		31,530
	4		Aug-08		5,469,313,096		4,525,094		44,717,340		57,571,768		6,049,139		1,741,848		593,539
	5		Sep-08		5,292,827,902		7,824,054		41,677,853		60,351,971		7,593,317		1,923,763		1,016,898
	6		Oct-08		5,123,292,521		11,971,889		35,241,645		65,757,608		7,520,820		2,244,413		1,320,719
	7		Nov-08		4,979,407,994		15,907,993		26,020,111		67,861,589		9,098,079		2,241,619		1,972,622
	8		Dec-08		4,819,961,431		20,917,643		28,859,432		86,617,072		11,507,078		3,127,377		2,072,293
	9		Jan-09		4,665,780,175		25,832,191		28,717,879		78,264,573		12,774,503		3,476,867		2,657,605
	10		Feb-09		4,515,356,944		32,015,353		28,201,289		68,975,292		8,901,208		3,139,939		3,187,494
	11		Mar-09		4,346,325,946		37,844,485		33,975,858		72,996,243		9,549,917		3,103,186		3,692,708
	12		Apr-09		4,188,725,878		43,422,041		34,188,203		67,309,714		11,614,309		2,676,213		4,317,934
	13		May-09		4,042,965,219		48,966,756		29,586,611		71,802,260		10,465,445		3,648,327		3,971,070
	14		Jun-09		3,885,639,137		54,331,810		33,749,951		77,178,364		10,531,666		3,348,345		4,743,345
	15		Jul-09		3,730,343,014		59,709,174		34,287,188		80,753,887		10,445,195		3,916,508		4,625,582
	16		Aug-09		3,585,843,483		64,700,007		31,479,632		81,915,363		11,904,375		3,663,502		5,112,529
	17		Sep-09		3,443,664,759		69,268,403		31,604,097		79,660,738		10,457,173		3,306,256		4,805,911
	18		Oct-09		3,301,398,498		74,319,705		31,800,548		84,628,710		9,030,091		2,993,008		5,509,717


^(5)(6)(7)(8)	See page A-1 for footnotes

A-19

Ford Credit Auto OwnerTrust 2009-A

Original Pool Characteristics


Closing Date		March 25, 2009
Cutoff Date		March 1, 2009
Number of Receivables		179,524
Initial Pool Balance	$	3,483,283,176
Principal Balance
Average	$	19,403
Highest	$	99,540
Lowest	$	254
Original Amount Financed
Average	$	22,549
Highest	$	161,331
Lowest	$	1,099
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		7.00	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.62	%
Original Term
Weighted average⁽¹⁾		61.4 months
Original term greater than 60 months⁽²⁾		40.56	%
Longest		72 months
Shortest		3 months
Remaining Term
Weighted average⁽¹⁾		56.4 months
Remaining term greater than 60 months⁽²⁾		36.91	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.53 years
Percentage New (vs. Used) Vehicle⁽²⁾		74.69	%
Percentage Car (vs. Light Truck)⁽²⁾		27.09	%
Percentage of Top 10 Makes/Models⁽²⁾		67.48	%
Ford F-150		18.17%
Ford Edge		6.93%
Ford Escape		6.66%
Ford F-250		5.99%
Ford Focus		5.94%
Ford Explorer		5.52%
Ford Fusion		5.32%
Ford Expedition		4.73%
Ford Mustang		4.17%
Ford F-350		4.06%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		37.97	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾at origination		706
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		692

^(1)(2)(3)(4) See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Mar-09	$	3,322,091,387	$	16,546	$	83,451,913	$	21,991,768	$	414,527	$	69,930	$	—
	2		Apr-09		3,193,003,219		254,408		61,490,144		22,825,433		2,619,665		42,622		69,930
	3		May-09		3,088,632,491		1,075,167		41,088,162		24,955,844		3,313,794		833,341		32,966
	4		Jun-09		2,988,737,164		2,241,602		32,685,079		29,968,441		3,956,919		740,920		253,678
	5		Jul-09		2,892,901,179		4,116,081		29,463,182		38,038,637		3,621,516		1,023,115		583,918
	6		Aug-09		2,807,676,814		5,824,184		23,058,608		41,056,389		5,833,208		1,490,469		783,947
	7		Sep-09		2,721,050,011		7,643,166		24,290,246		41,232,435		4,804,362		2,179,081		1,052,192
	8		Oct-09		2,635,513,243		10,002,357		23,134,805		44,930,175		4,677,485		1,958,505		1,723,828


^(5)(6)(7)(8)	See page A-1 for footnotes

A-20

Ford Credit Auto OwnerTrust 2009-B

Original Pool Characteristics


Closing Date		June 9, 2009
Cutoff Date		May 1, 2009
Number of Receivables		114,709
Initial Pool Balance	$	2,308,504,669
Principal Balance
Average	$	20,125
Highest	$	99,933
Lowest	$	250
Original Amount Financed
Average	$	23,340
Highest	$	160,055
Lowest	$	1,126
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.81	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.43	%
Original Term
Weighted average⁽¹⁾		62.3 months
Original term greater than 60 months⁽²⁾		42.95	%
Longest		72 months
Shortest		12 months
Remaining Term
Weighted average⁽¹⁾		57.4 months
Remaining term greater than 60 months⁽²⁾		39.36	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.54 years
Percentage New (vs. Used) Vehicle⁽²⁾		79.38	%
Percentage Car (vs. Light Truck)⁽²⁾		30.84	%
Percentage of Top 10 Makes/Models⁽²⁾		70.36	%
Ford F-150		18.73%
Ford Escape		8.39%
Ford Fusion		8.20%
Ford Edge		7.30%
Ford Focus		6.24%
Ford Mustang		5.19%
Ford F-250		5.13%
Ford Explorer		4.27%
Ford Expedition		3.75%
Ford F-350		3.14%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		38.07	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		709
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		698

^(1)(2)(3)(4) See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		May-09	$	2,215,107,287	$	19,033	$	47,451,933	$	9,330,901	$	39,398	$	—	$	—
	2		Jun-09		2,139,289,398		104,166		29,886,054		14,762,865		994,481		39,398		—
	3		Jul-09		2,065,003,145		382,178		30,447,277		17,716,945		2,028,572		378,713		50,346
	4		Aug-09		2,000,671,232		1,193,868		22,348,337		21,853,885		2,431,870		680,251		182,372
	5		Sep-09		1,942,178,305		2,049,873		16,892,236		22,696,591		2,707,818		829,067		353,188
	6		Oct-09		1,887,313,551		2,982,607		14,017,182		24,593,258		2,346,687		952,631		665,460

^(5)(6)(7)(8) See page A-1 for footnotes

A-21

Ford Credit Auto Owner Trust 2009-C

Original Pool Characteristics


Closing Date		July 14, 2009
Cutoff Date		June 1, 2009
Number of Receivables		67,817
Initial Pool Balance	$	1,231,827,946
Principal Balance
Average	$	18,164
Highest	$	99,779
Lowest	$	251
Original Amount Financed
Average	$	24,547
Highest	$	169,899
Lowest	$	500
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.28	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.37	%
Original Term
Weighted average⁽¹⁾		62.6 months
Original term greater than 60 months⁽²⁾		44.34	%
Longest		72 months
Shortest		3 months
Remaining Term
Weighted average⁽¹⁾		57.4 months
Remaining term greater than 60 months⁽²⁾		40.28	%
Longest		72 months
Shortest		1 month
Scheduled Weighted Average Life⁽³⁾		2.55 years
Percentage New (vs. Used) Vehicle⁽²⁾		84.83	%
Percentage Car (vs. Light Truck)⁽²⁾		26.77	%
Percentage of Top 10 Makes/Models⁽²⁾		73.43	%
Ford F-150		20.92%
Ford Escape		11.32%
Ford Edge		9.01%
Ford Fusion		7.64%
Ford Mustang		5.20%
Ford F-250		4.56%
Ford Focus		4.28%
Ford Flex		4.00%
Ford Explorer		3.60%
Ford Expedition		2.90%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		39.32	%
Weighted Average⁽¹⁾ FICO^{^®} score⁽⁴⁾ at origination		716
Weighted Average⁽¹⁾ FICO^{^®} score⁽⁴⁾ at origination for original term greater than 60 months		707


^(1)(2)(3)(4)	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Jun-09	$	1,160,575,828	$	2,721	$	37,716,333	$	4,442,718	$	—	$	7,897	$	—
	2		Jul-09		1,111,253,840		61,991		20,469,229		8,371,574		457,743		—		—
	3		Aug-09		1,066,250,784		242,682		19,056,210		9,486,948		1,052,655		134,253		—
	4		Sep-09		1,024,618,543		538,233		16,099,668		12,080,115		1,053,791		424,387		113,077
	5		Oct-09		989,259,025		1,093,428		10,607,453		13,185,744		1,361,962		397,654		262,252


^(5)(6)(7)(8)	See page A-1 for footnotes

A-22

Ford Credit Auto Owner Trust 2009-D

Original Pool Characteristics


Closing Date		September 11, 2009
Cutoff Date		August 1, 2009
Number of Receivables		132,807
Initial Principal Balance	$	2,499,998,528
Principal Balance
Average	$	18,824
Highest	$	99,239
Lowest	$	252
Original Amount Financed
Average	$	23,923
Highest	$	177,864
Lowest	$	1,000
Annual Percentage Rate (APR)
Weighted average⁽¹⁾		5.11	%
Highest		29.99	%
Lowest		0.00	%
APR greater than or equal to 20 percent⁽²⁾		0.24	%
Original Term
Weighted average⁽¹⁾		61.4
Original term greater than 60 months⁽²⁾		39.42	%
Longest		72 months
Shortest		4 months
Remaining Term
Weighted average⁽¹⁾		52.8 months
Remaining term greater than 60 months⁽²⁾		24.57	%
Longest		72 months
Shortest		2 months
Scheduled Weighted Average Life⁽³⁾		2.33 years
Percentage New (vs. Used) Vehicle⁽²⁾		84.06	%
Percentage Car (vs. Light Truck)⁽²⁾		28.10	%
Percentage of Top 10 Makes/Models		70.72	%
Ford F-150		22.18%
Ford Escape		9.86%
Ford Edge		7.65%
Ford Focus		6.44%
Ford Fusion		5.75%
Ford Mustang		4.59%
Ford F-250		4.14%
Ford Explorer		3.89%
Ford Expedition		3.33%
Ford F-350		2.89%
Percentage in Top 5 States⁽²⁾⁽⁹⁾		40.74	%
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination		720
Weighted average⁽¹⁾ FICO^® score⁽⁴⁾ at origination for original term greater than 60 months		702


^(1)(2)(3)(4)	See page A-1 for footnotes


				End-of-Period		Cumulative				Delinquencies⁽⁸⁾
				Pool		Net				31-60		61-90		91-120		121+
Month		Date		Balance⁽⁵⁾		Losses⁽⁶⁾		Prepayments⁽⁷⁾		Days		Days		Days		Days

	1		Aug-09	$	2,399,349,661	$	1,816	$	44,034,576	$	10,003,338	$	105,277	$	—	$	—
	2		Sep-09		2,312,916,319		107,703		31,464,382		12,520,417		646,512		49,657		—
	3		Oct-09		2,229,714,229		422,507		31,325,473		14,789,244		1,331,670		149,681		—


^(5)(6)(7)(8)	See page A-1 for footnotes

A-23

Ford Credit Auto Owner Trusts

Asset Backed Notes


Ford Credit Auto Receivables Two LLC		Ford Motor Credit Company LLC


Depositor		Sponsor and Servicer

Before you purchase any notes, be sure you understand the structure and the risks. You should review carefully the risk factors beginning on page 6 of this prospectus and in the prospectus supplement.

The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, the depositor or any of their affiliates.

This prospectus may be used to offer and sell the notes only if accompanied by the prospectus supplement for the issuing entity.

The issuing entities:

A new trust will be formed to be the issuing entity for each securitization transaction.

The assets of each trust will consist of:


•	a pool of retail installment sale contracts secured by new and used cars and trucks,

•	collections on the receivables represented by those contracts,

•	security interests in the financed vehicles,

•	proceeds from claims on related insurance policies, and

•	any other property identified in the prospectus supplement.

Each trust will issue asset-backed securities consisting of notes in one or more classes.

The notes:


•	will be asset-backed securities payable only from the assets of the trust,

•	may benefit from one or more forms of credit or payment enhancement, and

•	will be debt obligations of the trust.

The amount, price and terms of each offering of notes will be determined at the time of sale and will be described in the prospectus supplement accompanying this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus or the prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November 16, 2009

TABLE OF CONTENTS


Reading This Prospectus and the Prospectus Supplement		3
Summary		4
Risk Factors		6
Sponsor and Servicer		12
General		12
General Securitization Experience		12
U.S. Securitization Program for Retail Installment Sale Contracts		13
Origination, Purchasing and Underwriting		13
Commercial Accounts		15
Servicing Experience		16
Servicing and Collections		16
Repossession and Charge Off		18
Bankruptcy Accounts		19
Depositor		19
Issuing Entity		19
Owner Trustee		20
Indenture Trustee		21
Receivables		23
Trust Assets		23
Additional Information About the Receivables		23
Static Pool Information — Prior Securitized Pools		23
Types of Receivables		23
Bankruptcy Considerations		24
Servicing the Receivables and the Securitization Transaction		25
Servicing Duties		25
Servicing Fees		26
Servicer Modifications and Obligation to Purchase Modified Receivables		26
Obligation to Purchase Servicer Impaired Receivables		26
Trust Bank Accounts		27
Remittance of Collections		27
Advances		28
Reporting Obligations of the Servicer		28
Custodial Obligations of Ford Credit		28
Delegation of Duties		28
Limitations on Liability		28
Amendments to the Sale and Servicing Agreement		28
Resignation and Termination of the Servicer		29
Use of Proceeds		30
Maturity and Prepayment Considerations		30
Description of the Notes		31
Fixed and Floating Rate Notes		31
Principal and Interest Payments on the Notes		31
Credit and Payment Enhancement		32
Events of Default and Remedies		33
Notes Owned by Transaction Parties		35
List of Noteholders		35
Satisfaction and Discharge of Indenture		35
Amendments to the Indenture		36
Residual Interest; Issuance of Additional Securities		36
Book-Entry Registration		37
Definitive Notes Only in Limited Circumstances		37
Computing the Outstanding Principal Amount of Your Notes		38
Some Important Legal Issues Relating to the Receivables		38
Security Interests in Receivables and Financed Vehicles		38
Repossession; Notice of Sale and Cure Rights		39
Deficiency Judgments		40
Consumer Protection Laws		40
Bankruptcy Limitations		41
Tax Matters		41
General		41
Tax Characterization of the Trusts		42
Tax Characterization and Treatment of the Notes		42
State Tax Matters		44
ERISA Considerations		44
General Investment Considerations		44
Prohibited Transactions		45
Benefit Plans Not Subject to ERISA or the Internal Revenue Code		46
Plan of Distribution		46
Legal Opinions		47
Where You Can Find More Information		47
Incorporation of Certain Documents by Reference		47
Index of Defined Terms for the Prospectus		49

READING THIS PROSPECTUS

AND THE PROSPECTUS SUPPLEMENT

This prospectus provides general information about the notes to be issued by the Ford Credit Auto Owner Trusts, some of which may not apply to notes issued by a particular trust, including the trust that will issue your notes.

The prospectus supplement will describe the specific terms of your notes and the receivables in the trust that will issue your notes, including:


	•	information about the receivables in the trust,

	•	the timing and amount of interest and principal payments on each class of notes,

	•	information about credit and payment enhancement for each class of notes,

	•	credit ratings of the notes, and

	•	the method for selling the notes to investors.

You should rely solely on information provided or incorporated by reference in this prospectus and the prospectus supplement and any informational and computational material filed as part of the registration statement filed with the SEC for any particular offering of notes.

This prospectus begins with the following brief introductory sections:


	•	Summary — provides an overview of the terms of the notes.

	•	Risk Factors — describes some of the risks of investing in the notes.

The other sections of this prospectus contain more detailed descriptions of the notes and the structure of the trust that will issue your notes. Cross-references refer you to more detailed descriptions of a particular topic or related information elsewhere in this prospectus or the prospectus supplement. The Table of Contents on the preceding page contains references to key topics.

An index of defined terms is at the end of this prospectus.

SUMMARY

This summary provides an overview of the most important terms of the notes. It does not contain all of the information that may be important to you. To understand fully the terms of the notes, you should read this prospectus and the prospectus supplement completely.

Sponsor, Servicer and Administrator of the Trust

Ford Motor Credit Company LLC, or “Ford Credit,” is a Delaware limited liability company and a wholly owned subsidiary of Ford Motor Company, or “Ford.”

Depositor

Ford Credit Auto Receivables Two LLC is a Delaware limited liability company and a special purpose company wholly owned by Ford Credit.

Issuing Entity

The depositor will form a separate issuing entity, or “trust” for each securitization transaction. Each issuing entity will be a Delaware statutory trust governed by a trust agreement between the depositor and the owner trustee. Initially, the depositor will be the beneficiary of the trust.

Indenture Trustee and Owner Trustee

The prospectus supplement will identify the owner trustee of the trust and the indenture trustee for your notes.

The Notes

The trust will issue one or more classes of notes. The notes issued by the trust will be governed by an indenture between the trust and the indenture trustee.

The terms of the notes will be described in the prospectus supplement, including, for each class of notes:


•	the principal amount,

•	the interest rate or method of determining the interest rate, and

•	the final scheduled payment date.

The notes of one class may differ from the notes of another class in certain respects, including:


•	the timing and priority of payments,

•	whether interest and principal payments may be delayed or further subordinated upon the occurrence of certain events of default and the related consequences, and

•	whether payments of interest and principal may be made solely from designated portions of the receivables.

The priority of payments among the different classes of notes will be described in the prospectus supplement.

The notes will be available only in book-entry form, except in limited circumstances described in this prospectus.

The trust may be permitted to issue additional notes on dates specified in the prospectus supplement and use the proceeds to repay certain classes of notes before their final scheduled payment dates.

For a more detailed description of the features of the notes you should read “Description of the Notes” in this prospectus and the prospectus supplement.

Trust Assets

The primary asset of the trust will be a pool of retail installment sale contracts secured by new and used cars and trucks. These contracts are the “receivables” and the vehicles securing them are “financed vehicles.” The purchasers of the financed vehicles who are responsible for making payments on the receivables are the “obligors.”

Ford Credit regularly purchases from motor vehicle dealers retail installment sale contracts that meet its credit underwriting standards. For each securitization transaction, Ford Credit, as the sponsor, will sell a pool of receivables it has selected to the depositor and the depositor will then immediately sell those receivables to the trust. The prospectus supplement will describe the criteria used to select the receivables.

In addition to the receivables, the trust will own other assets related to the receivables, including:


•	collections on the receivables applied on or after the cutoff date,

•	security interests in the financed vehicles, and


•	proceeds from claims on any insurance policies covering the financed vehicles or the obligors.

For a more detailed description of the trust assets, you should read “Receivables” in this prospectus and the prospectus supplement.

Credit and Payment Enhancement

The prospectus supplement will describe the features designed to protect noteholders against losses on the receivables and consequent delays or defaults in payments on the notes. These features are called “credit enhancement.” Credit enhancement may consist of one or more of the following:


•	reserve accounts or cash deposits,

•	excess spread,

•	overcollateralization,

•	yield supplement discount arrangements for low APR receivables, or

•	subordination of other notes issued by the trust.

The prospectus supplement may describe features designed to ensure the timely payment of amounts owed to noteholders. These features are called “cash flow enhancement” or “payment enhancement” and may include one or more of the following:


•	interest rate swaps, caps or floors,

•	guaranteed investment contracts or guaranteed rate agreements,

•	surety bonds,

•	letters of credit or other credit facilities, or

•	liquidity facilities.

For a more detailed description of credit and payment enhancement, you should read “Description of the Notes — Credit and Payment Enhancement” in this prospectus.

Servicing of the Receivables

Ford Credit will act as the “servicer” for the receivables. The servicer is responsible for collecting payments on the receivables, administering payoffs, defaults and delinquencies, and repossessing and liquidating financed vehicles. Ford Credit will also act as custodian and maintain custody of the receivables files. The trust will pay the servicer a monthly servicing fee specified in the prospectus supplement.

For a more detailed description of the servicing of the receivables, you should read “Servicing the Receivables and the Securitization Transaction” in this prospectus.

Optional Redemption or “Clean Up Call” Option

The servicer will have the option to redeem the notes by purchasing all the receivables owned by the trust on any payment date that the pool balance is less than an amount specified in the prospectus supplement. This option is referred to as the servicer’s “clean up call” option. The prospectus supplement will describe how the clean up call option works, the purchase price for the receivables and any conditions to its exercise by the servicer.

For a more detailed description of the servicer’s clean up call option, you should read “Description of the Notes — Optional Redemption or ‘Clean Up Call’ Option” in the prospectus supplement.

Tax Status

The trust’s tax counsel identified in the prospectus supplement will deliver its opinion that, for U.S. federal income tax purposes:


•	the notes will be treated as debt, and

•	the trust will not be classified as an association or publicly traded partnership taxable as a corporation.

For additional information concerning the application of U.S. federal, state and local tax laws, you should read “Tax Matters” in this prospectus and the prospectus supplement.

RISK FACTORS

You should consider the following risk factors in deciding whether to purchase the notes.


The absence of a secondary market for your notes could limit your ability to resell them		The absence of a secondary market for your notes could limit your ability to resell them. This means that if you want to sell any of your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed. The underwriters may assist in the resale of notes, but they are not required to do so. If a secondary market does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes.

The assets of the trust are limited and are the only source of payment for your notes		The trust will not have any assets or sources of funds other than the receivables and related property it owns and any external credit or payment enhancement described in the prospectus supplement. Any credit or payment enhancement is limited. Your notes will not be insured or guaranteed by Ford Credit or any of its affiliates or any other person. If these assets or sources of funds are insufficient to pay your notes in full, you will incur losses on your notes.

Performance of the receivables is uncertain		The performance of the receivables depends on a number of factors, including general economic conditions, unemployment levels, the circumstances of individual obligors, Ford Credit’s underwriting standards at origination and the success of Ford Credit’s servicing and collection strategies. Consequently, no accurate prediction can be made of how the receivables will perform.

The timing of principal payments on your notes is uncertain		Faster than expected rates of prepayments on the receivables will cause the trust to make payments of principal on your notes earlier than expected and will shorten the maturity of your notes. Prepayments on the receivables may occur as a result of:

		• prepayments of receivables by obligors in whole or in part,

		• liquidations due to default,

		• receipts of proceeds from claims on any physical damage, credit life or other insurance policies covering the financed vehicles or the obligors,

		• purchases by the servicer of receivables modified by the servicer or impaired by the servicer, and

		• purchases of ineligible receivables by either the depositor or Ford Credit.

		A variety of economic, social and other factors will influence the rate of prepayments on the receivables, including marketing incentives offered by vehicle manufacturers and the fact that the financed vehicle may not be sold without the consent of the servicer. No prediction can be made as to the actual prepayment rates that will be experienced on the receivables.

		If you receive principal payments on your notes earlier than expected due to prepayments on the receivables at a time when


		interest rates are lower than interest rates would otherwise have been had such prepayments not been made or had such prepayments been made at a different time, you may not be able to reinvest the principal in a comparable security with an effective interest rate equivalent to the interest rate on your notes. Similarly, if principal payments on your notes are made later than expected due to slower than expected prepayments or payments on the receivables, you may lose reinvestment opportunities. In addition, if the notes were purchased at a discount and prepayments are slower than expected, your yield may be reduced. You will bear all reinvestment risk resulting from receiving payments of principal on your notes earlier or later than expected.

		In addition your notes will be paid in full prior to maturity if the servicer exercises its clean up call option.

		For more information about the timing of repayment and other sources of prepayments, you should read “Maturity and Prepayment Considerations” in this prospectus and the prospectus supplement.

Interests of other persons in the receivables or the related financed vehicles could reduce funds available to pay your notes		If another person acquires an interest in a receivable or a related financed vehicle that is superior to the trust’s interest, the collections on that receivable or the proceeds from the sale of that financed vehicle may not be available to make payments on your notes. If the trust does not have a perfected security interest in a receivable or a financed vehicle, its ability to repossess and sell the financed vehicle securing a defaulted receivable may be adversely affected. Another person could acquire an interest in a receivable or a financed vehicle that is superior to the trust’s interest if:

		• the trust does not have a perfected security interest in the receivable or the financed vehicle because Ford Credit’s security interest in the receivable or in the financed vehicle was not properly perfected,

		• the trust does not have a perfected security interest in the financed vehicle in certain states because the servicer will not amend the certificate of title to identify the trust as the new secured party,

		• the trust’s security interest in the receivable or the financed vehicle is impaired because holders of some types of liens, such as tax liens or mechanic’s liens, may have priority over the trust’s security interest, or a financed vehicle is confiscated by a government agency, or

		• the trust does not have a perfected security interest in receivables that are electronic contracts because Ford Credit is not considered to have established “control” of the contract.

Subordination will cause some classes of notes to bear additional credit risk		The rights of the holders of any class of notes to receive payments of interest and principal may be subordinated to one or more other classes of notes or to the rights of others such as interest rate hedging counterparties. If you hold notes of a


		subordinated class, you will bear more credit risk than holders of more senior classes of notes and you will incur losses, if any, prior to holders of more senior classes of notes. Failure to pay interest on subordinated notes that are not part of the Controlling Class will not be an Event of Default.

Failure to pay principal on a note will not constitute an Event of Default until its final scheduled payment date		The trust does not have an obligation to pay a specified amount of principal on any note on any date other than its outstanding amount on its final scheduled payment date. Failure to pay principal on a note will not constitute an Event of Default until its final scheduled payment date.

You may suffer losses because you have limited control over actions of the trust and conflicts between classes of notes may occur		The trust will pledge the receivables to the indenture trustee to secure payment of the notes. The Controlling Class will be entitled to declare an event of default relating to a breach of a material covenant and accelerate the notes after an Event of Default, and waive Events of Default (other than failure to pay principal or interest). The Controlling Class may, in certain circumstances, direct the indenture trustee to sell the receivables after an acceleration of the notes even if the proceeds would not be sufficient to pay all of the notes in full. If your notes cannot be repaid in full with the proceeds of a sale of the receivables, you will suffer a loss.

		The Controlling Class may terminate the servicer following an Event of Servicing Termination and may waive Events of Servicing Termination.

		Holders of notes that are not part of the Controlling Class will have no right to take any of these actions. Only the Controlling Class will have these rights. The Controlling Class may have different interests from the holders of other classes of the notes and will not be required to consider the effect of its actions on the holders of other classes.

		For a more detailed description of the actions that the Controlling Class may direct, you should read “Description of the Notes — Events of Default — Remedies Following Acceleration” and “Servicing the Receivables and the Securitization Transaction — Resignation and Termination of the Servicer” in this prospectus.

You may suffer losses on your notes because the servicer may commingle collections with its own funds		The servicer will be required to remit collections on the receivables to the trust within two business days of applying such amounts to the obligor’s account or on a monthly basis, depending on its credit ratings. Prior to remittance, the servicer may use collections at its own risk and for its own benefit and may commingle collections on the receivables with its own funds. If the servicer does not pay these amounts to the trust by the next payment date (which could occur if the servicer becomes subject to a bankruptcy proceeding), payments on your notes could be reduced or delayed.


Delays in collecting payments could occur if Ford Credit ceases to be the servicer		If Ford Credit resigns or is terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed. This could cause payments on your notes to be delayed. Ford Credit may be removed as servicer if it defaults on its servicing obligations or becomes subject to bankruptcy proceedings as described under“Servicing the Receivables and the Securitization Transaction — Resignation and Termination of the Servicer” in this prospectus.

Bankruptcy of Ford Credit could result in delays in payment or losses on your notes		If Ford Credit becomes subject to bankruptcy proceedings, you could experience losses or delays in payments on your notes. A court in a bankruptcy proceeding could conclude that Ford Credit effectively still owns the receivables because the sale of the receivables to the depositor was not a “true sale” or the assets and liabilities of the depositor should be consolidated with those of Ford Credit for bankruptcy purposes. If a court were to reach this conclusion, payments on your notes could be reduced or delayed due to:

		• the “automatic stay” provision of the U.S. federal bankruptcy laws that prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the bankruptcy court and other provisions of the U.S. federal bankruptcy laws that permit substitution of collateral in limited circumstances,

		• tax or government liens on Ford Credit’s property that arose prior to the transfer of the receivables to the trust having a claim on collections that are senior to your notes, or

		• the trust not having a perfected security interest in the financed vehicles or any cash collections held by Ford Credit at the time the bankruptcy proceeding begins.

		In addition, the transfer of receivables by the depositor to the trust, although structured as a sale, may be viewed as a financing because the depositor retains the residual interest in the trust. If a court were to conclude that such transfer was not a sale or the depositor was consolidated with Ford Credit in the event of Ford Credit’s bankruptcy, the notes would benefit from a security interest in the receivables but the receivables would be owned by Ford Credit and payments could be delayed, collateral substituted or other remedies imposed by the bankruptcy court that could adversely affect the amount and timing of payments on the notes.

		For more information about the effects of a bankruptcy on your notes, you should read “Some Important Legal Issues Relating to the Receivables — Bankruptcy Limitations” in this prospectus.

The servicing fee may be insufficient to attract a replacement servicer		If Ford Credit resigns or is terminated as servicer, the servicing fee, which is calculated as a fixed percentage of the pool balance, may be insufficient to attract a replacement servicer or cover the actual servicing costs on the receivables because the amount of the servicing fee declines each month as the pool balance declines but the servicing costs on each account remain essentially fixed. This risk is greatest toward the end of a


		securitization transaction when the pool balance has declined significantly. A delay or inability to find a replacement servicer would delay collection activities on the receivables and could delay payments and reports to the noteholders and the indenture trustee, have an adverse impact on amounts collected on defaulted receivables and ultimately lead to a loss of principal on the notes.

Ford Credit’s failure to repurchase receivables that do not comply with consumer protection laws could result in losses on your notes		If any receivable does not comply with Federal and state consumer protection laws, the servicer may be prevented from or delayed in collecting amounts due on the receivable. Also, some of these laws may provide that the assignee of a consumer contract (such as the trust) is liable to the obligor for any failure of the contract to comply with these laws. Ford Credit must repurchase receivables that do not comply in all material respects with applicable laws. If Ford Credit fails to repurchase such receivables, payments on your notes could be reduced or delayed.

		For a more detailed description of consumer protection laws relating to the receivables, you should read “Some Important Legal Issues Relating to the Receivables — Consumer Protection Laws” in this prospectus.

Risks associated with interest rate hedging arrangements		If the trust issues floating rate notes, it will enter into an interest rate hedging arrangement with a counterparty because the receivables owned by the trust bear interest at fixed rates while the floating rate notes will bear interest at a floating rate. An interest rate hedging arrangement may be in the form of an interest rate swap, cap or floor, or a combination thereof.

		If the floating rate payable by the counterparty under an interest rate swap is substantially greater than the fixed rate payable by the trust, or if the reference rate under an interest rate cap or floor exceeds the cap rate or is less than the floor rate, as applicable, the trust will be more dependent on receiving payments from the counterparty in order to make interest payments on the notes without using amounts that would otherwise be used to pay principal on the notes.

		If the floating rate payable by the counterparty under an interest rate swap is less than the fixed rate payable by the trust, the trust will be obligated to make payments to the counterparty. The amount payable to the counterparty may rank higher in priority than payments on your notes.

		If the counterparty fails to make any payments required under an interest rate hedging arrangement when due, payments on your notes may be reduced or delayed.

		An interest rate hedging arrangement generally may not be terminated except upon the failure of either party to make payments when due, the insolvency of either party, illegality, an occurrence of an Event of Default that result in acceleration of the notes and liquidation of the pool of receivables, the making of an amendment to the transaction documents that adversely


		affects the counterparty without its consent, or the failure of the counterparty to post collateral, assign the interest rate hedging arrangement to an eligible substitute counterparty or take other remedial action if the counterparty’s credit ratings drop below the levels set forth in the rating agency’s criteria sufficient, in each case, to maintain the then-current ratings of the classes of notes. Upon termination of an interest rate hedging arrangement, a termination payment may be due to the trust or due to the counterparty. Any such termination payment could be substantial if market interest rates and other conditions have changed materially. To the extent not paid by a replacement counterparty, any termination payments will be paid by the trust from funds available for such purpose, and payments on your notes may be reduced or delayed.

		If a counterparty’s credit rating drops below the levels set forth in a rating agency’s criteria and a termination event occurs under the interest rate hedging arrangements because the counterparty fails to take one of the required corrective actions, that rating agency may place its ratings on the notes on watch or reduce or withdraw its ratings if the trust does not declare a termination event and replace the counterparty. In these circumstances, ratings on both fixed rate notes and floating rate notes could be affected.

		If the counterparty fails to make a termination payment owed to the trust, the trust may not be able to enter into a replacement interest rate hedging arrangement. If the trust has floating rate notes outstanding and does not have an interest rate hedging arrangement in place for that floating rate exposure, the amount available to pay principal and interest on your notes may be reduced or delayed.

SPONSOR AND SERVICER

General

Ford Credit was established in 1959 to provide financing for Ford vehicles and support Ford dealers. Ford Credit is a Delaware limited liability company and is an indirect wholly owned subsidiary of Ford.

Ford Credit provides a wide variety of automotive financing products to and through automotive dealers throughout the world. Ford Credit’s primary financing products are:


	•	Retail financing — purchasing retail installment sale contracts and retail leases from dealers, and offering financing to commercial customers, primarily vehicle leasing companies and fleet purchasers, to lease and purchase vehicle fleets,

	•	Wholesale financing — making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing, and

	•	Other financing — making loans to dealers for working capital, improvements to dealership facilities, and to purchase and finance dealership real estate.

Ford Credit also services the finance receivables and leases it originates and purchases, makes loans to Ford affiliates, purchases certain receivables of Ford and its subsidiaries and provides insurance services related to its financing programs.

Ford Credit earns its revenue primarily from:


	•	payments on retail installment sale contracts and leases that it purchases,

	•	interest supplements and other support payments from Ford and affiliated companies, and

	•	payments on wholesale and other dealer loan financing programs.

Ford Credit will be the sponsor of the securitization transaction in which your notes will be issued. Ford Credit will be the servicer of the receivables and the securitization transaction and the administrator for the trust. Ford Credit will be responsible for structuring each securitization transaction and selecting the transaction parties. Ford Credit will be responsible for paying the costs of forming the trust, legal fees of certain transaction parties, rating agency fees for rating the notes and other transaction costs.

Ford Credit purchases retail installment sale contracts from motor vehicle dealers in the United States and Puerto Rico in the ordinary course of its business and selects the pool of receivables for each securitization transaction. The criteria used by Ford Credit to select the receivables for securitization will be described in the prospectus supplement.

Ford Credit will make representations about the characteristics of the receivables sold to the depositor and sold by the depositor to the trust. If any representation proves to have been untrue when made and the breach has a material adverse effect on any receivable, Ford Credit must repurchase the receivable unless it cures the breach in all material respects by the end of any applicable grace period.

For more information about the representations and repurchase obligations, see “Transfers of the Receivables” in the prospectus supplement.

General Securitization Experience

Ford Credit has been securitizing its assets since 1988.

Ford Credit’s securitization programs are diversified among asset classes and markets. Ford Credit sponsors securitization programs for retail installment sale contracts, dealer floorplan receivables and operating leases and the related vehicles. Ford Credit regularly participates in a number of international securitization markets, including the United States, Canada, Europe (including

the United Kingdom, Germany, Spain, Italy and France) and Mexico and has participated in the securitization markets in Japan and Australia.

In the U.S., Ford Credit sponsors a number of securitization and structured financing programs in which it sells receivables in the public markets and in private transactions. In addition to selling receivables to trusts making registered public offerings, Ford Credit regularly sells retail installment sale contracts to a large number of multi-seller asset-backed commercial paper conduits and other purchasers, to special purpose entities that sell asset-backed securities to Ford Credit’s single-seller asset-backed commercial paper program and to third party securitizers on a whole loan basis.

Ford Credit securitizes its assets because the market for securitization of financial assets provides the company with a lower cost source of funding than other alternatives, diversifies funding among different markets and investors, and provides additional liquidity. Ford Credit meets a significant portion of its funding requirements through securitizations for these reasons.

For more information about Ford Credit’s securitization programs and its funding strategy, please read Ford Credit’s Annual Report onForm 10-K which is available on Ford Credit’s website at www.fordcredit.com.

U.S. Securitization Program for Retail Installment Sale Contracts

Ford Credit has had an active publicly registered securitization program for retail installment sale contracts since 1989 and has issued asset-backed securities in more than 50 transactions under this program. The asset-backed securities offered by the prospectus supplement accompanying this prospectus are part of this program. None of the asset-backed securities offered in this program have experienced any losses or events of default and Ford Credit has never taken any action out of the ordinary in any transaction to prevent such an occurrence.

Origination, Purchasing and Underwriting

Ford Credit purchases retail installment sale contracts entered into between retail customers and motor vehicle dealers for the financing of purchased vehicles. When a customer purchases a vehicle from a dealer, the customer and the dealer negotiate the purchase price of the vehicle and the acquisition of any insurance, warranty or other products. The customer and the dealer also decide the contract amount, term, payment terms and interest rate to be charged on the retail installment sale contract, subject to Ford Credit’s approval. Ford Credit purchases contracts with terms up to 72 months. Most contracts purchased by Ford Credit are for new vehicles and are with individuals who use the financed vehicle for personal use.

Ford Credit establishes a “dealer discount rate” that is used to calculate Ford Credit’s purchase price for the contract. If the customer’s interest rate exceeds the discount rate by more than the limits established by Ford Credit, then Ford Credit will either not purchase the contract or will reduce the customer’s interest rate to meet Ford Credit guidelines. In the case of low-APR contracts, the dealer discount rate will match the low-APR rate established by the manufacturer.

Ford Credit finances the negotiated purchase price of the vehicle, less vehicle trade-in or down payment plus taxes, insurance, service contracts, dealer installed accessories, prior balances on trade-in vehicles and other fees and charges. Ford Credit pays the dealer a purchase price for the contract generally equal to the amount financed on the contract plus a set fee, a percentage of the amount financed or a portion of the finance charge on the contract. The portion of the finance charge earned by the dealer is generally calculated using the difference between the dealer discount rate set by Ford Credit and the APR on the contract.

Ford Credit’s purchasing decisions are made independently of Ford, and Ford cannot require Ford Credit to purchase contracts that do not satisfy Ford Credit’s underwriting standards. Ford Credit’s underwriting standards and purchasing criteria emphasize the applicant’s ability to pay and creditworthiness. The creditworthiness of any co-purchaser or guarantor is also considered. Each applicant for a retail installment sale contract completes a credit application. Dealers typically submit

applications electronically to Ford Credit together with information about the proposed terms of the retail installment sale contract. Ford Credit generally obtains a credit report on the applicant from a national credit bureau. Ford Credit generally selects a credit bureau based upon its assessment of which credit bureau provides the most accurate and complete credit reports in the applicant’s geographic area. In a limited number of cases, a credit report is not available because an applicant does not have an established credit history.

To set the “dealer discount rate” for standard rate contracts, Ford Credit uses scoring models that assess the creditworthiness of an applicant using the information provided on the applicant’s credit application, the proposed terms of the retail installment sale contract and the applicant’s credit bureau data. If an individual applicant has sufficient recent credit history, the credit bureau data includes the applicant’s credit risk score, often referred to as a FICO^® score, which is generated using statistical models created by Fair Isaac Corporation. Ford Credit uses FICO^® scores designed specifically for automotive financing. The FICO^® score measures the likelihood an applicant will repay an obligation, and it is the most significant factor in Ford Credit’s consumer scoring models. FICO^® is a registered trademark of Fair Isaac Corporation. The highest FICO^® score used by Ford Credit is 900, and the lowest FICO^® score is 250. Ford Credit frequently reviews its models to confirm the continued business significance and statistical predictability of the factors and updates its models to incorporate new factors that improve their statistical predictability.

Credit applications are automatically evaluated and some are either approved or rejected based on Ford Credit’s electronic decisioning models. When an application is not electronically decisioned, a credit analyst judgmentally evaluates the application to make a purchase decision. The credit analyst considers the same information included in the scoring models and also weighs other factors, such as Ford Credit’s relationship with the dealer, then makes an individual credit decision based on the analyst’s assessment of the strengths and weaknesses of the application. The credit analyst may condition approval of a credit application on modifications in order to lower the total monthly payment on the contract, such as a higher cash down payment, a less expensive vehicle or a longer contract term, or by requiring the addition of a qualified co-obligor or guarantor. When necessary the analyst will verify the identity, employment and other applicant data before the decision is made.

For contracts not electronically approved or rejected, Ford Credit typically determines whether or not to purchase a retail installment sale contract within 20 minutes of receipt of an application. Higher risk applicants may require additional investigation. Over 95% of Ford Credit’s purchase decisions are made within one hour of receipt of an application.

Each Ford Credit analyst is assigned a specific dollar approval level to purchase retail installment contracts. These levels are based on an applicant’s total outstanding contract balances with Ford Credit. More experienced analysts are assigned higher approval levels. More senior personnel must approve any contract that exceeds the analyst’s approval level. An analyst also may have to get approval to purchase a contract having an APR lower than Ford Credit’s dealer discount rate. These “rate concessions” generally are granted to allow dealers to offer lower APRs to qualified customers who could obtain lower rates from other financing providers or to resolve a discrepancy in the originally quoted dealer rate.

Dealers must submit contracts on forms approved by Ford Credit. After the dealer submits a completed contract, Ford Credit checks it for specific errors apparent in the disclosures made by the dealer, such as the calculation of APR. If the contract contains minor errors, Ford Credit may purchase the contract and send a correction notice to the obligor, or obtain a signed modification from the obligor. A contract with a more significant error is returned to the dealer for correction or a new contract. Each dealer signs an assignment agreement representing that all disclosures made by the dealer are true and accurate. For disclosures that Ford Credit cannot review because the error would not be apparent in the contract, it relies on the representations made by the dealer in the assignment agreement. The assignment agreement requires the dealer to apply immediately for a title that includes Ford Credit’s lien. Ford Credit tracks titles to determine if its lien has been noted.

Purchased contracts and related documents are electronically imaged. For electronic contracts, a separate image of the original is created for servicing purposes. Once imaged, the documents may be viewed on a computer screen for servicing, but may not be altered or deleted. Additional documents obtained during servicing are also added to the imaged file.

The obligor agrees to maintain physical damage insurance on the financed vehicle, and typically is required to provide proof of insurance at the time the contract is signed. Since obligors may choose their own insurers to provide the required coverage, the specific terms and conditions of their policies may vary. Ford Credit does not track whether the obligor maintains the required insurance.

The obligor pays the amount financed over a specified number of months with interest at the APR. The obligor is allowed to choose the date on which the monthly installments will be due as long as the first installment is due within 45 days of the date the contract is signed. Sometimes Ford Credit offers marketing programs that allow the obligor to defer payments for a limited time before beginning to make monthly payments.

Ford Credit classifies financed vehicles into categories. The car category includes sedans, hatchbacks, coupes and wagons. The light truck category includes SUVs, cross-overs, vans, mini-vans and lightpick-up trucks. The truck category includes medium and heavy trucks with specialty bodies.

Ford Credit purchases contracts for new vehicles and used vehicles, including certified pre-owned vehicles. A certified pre-owned vehicle must satisfy mileage limits, condition requirements and routine maintenance standards and typically is still covered by the manufacturer’s warranty. Certified pre-owned vehicles are eligible for manufacturer sponsored incentive marketing programs. About half of Ford Credit’s used vehicle retail contracts are for certified pre-owned vehicles.

A specific auditing group within Ford Credit performs regular audits to monitor compliance with purchasing policies and procedures and legal requirements.

Ford Credit regularly reviews and analyzes its portfolio of receivables to evaluate the effectiveness of its underwriting guidelines, scoring models and purchasing criteria. If external economic factors, credit loss or delinquency experience, market conditions or other factors change, Ford Credit may adjust its underwriting guidelines, scoring models and purchasing criteria in order to change the quality of its portfolio or to achieve other goals and objectives.

Commercial Accounts

Some of the retail contracts purchased by Ford Credit are for obligors who are either individuals or business entities who use the financed vehicles for commercial purposes. Many commercial customers have a number of financed vehicles with Ford Credit. Ford Credit’s scoring models for commercial applicants that are business entities include factors relevant to business entities and data available through commercial credit bureaus. While credit reports from commercial credit bureaus may include credit risk scores, these scores are not FICO^® scores. Commercial credit bureau scores, when available, have been used in Ford Credit’s scoring since the second quarter of 2008. Commercial applicants who are individuals are scored using the scoring models for individual customers, including the individual’s FICO^® score. Similar to purchase decisions for personal use contracts, purchase decisions for commercial contracts emphasize the applicant’s ability to pay and creditworthiness, but also recognize that commercial use vehicles may have specialty bodies or equipment added and are often put to more demanding uses, which may reduce the resale value of the financed vehicle. For these reasons, underwriting standards are often different for commercial contracts, such as requiring larger down payments and shorter terms. A portion of commercial use customers have lines of credit that allow the customer to finance multiple vehicles up to the approved amount under preestablished credit terms such as APR. Credit decisions for lines of credit are performed on at least an annual basis and include review of financial statements and may require guaranties of the contracts financed under the line of credit as a condition of approval.

The most significant difference between commercial and other contracts is that commercial contracts may be included in a separate cross collateral agreement. This agreement allows Ford Credit to enforce collection and repossession rights against some or all contracts and financed vehicles with the same obligor even if payments for some contracts are current. Payments or other amounts received that relate to a specific contract generally are applied first to that contract. Excess amounts collected for one contract, such as repossession sale proceeds, may be applied to other contracts with the same obligor to reduce losses.

Servicing Experience

Ford Credit will service the receivables and the securitization transactions. Ford Credit has been the servicer for its U.S. public retail securitization program since its inception. None of the asset-backed securities in this program have experienced any losses or events of default and there have been no instances of material noncompliance with the servicing criteria in this program.

Ford Credit services all the receivables it originates, including receivables sold in securitizations, other structured financings and in whole loan sales. Ford Credit has comprehensive web-based servicing policies and procedures that ensure common servicing practices are used for all receivables. These policies and procedures are described in “— Servicing and Collections” below. Servicing personnel do not know if a receivable they are servicing has been sold in a securitization transaction or otherwise.

Ford Credit’s servicing and collections systems maintain records for all receivables, track application of payments and maintain relevant information on the obligors and account status. The systems also capture communications with obligors and allow management to review collection personnel activities.

Ford Credit will be responsible for all servicing functions for the receivables. As is customary in the servicing industry, Ford Credit engages vendors to perform certain servicing processes. These processes include processing monthly lockbox payments from customers, providing telephonic payment systems, monitoring notation of lien on title for financed vehicles, imaging customer documents, storing paper and electronic contracts and handling certain inbound customer service calls and early stage collections support. Ford Credit requires all vendors to follow processes set by Ford Credit or agreed to between Ford Credit and the vendor and regularly monitors the vendors for compliance. Vendors do not have the discretion to make decisions that would materially affect agreed upon processes, amounts collected or the timing for amounts applied to obligor accounts. Ford Credit believes these vendors could be easily replaced, if necessary. Some vendors perform their services from locations outside of the U.S.

Ford Credit also contracts with a network of outside contractors to repossess vehicles and to collect some deficiencies for charged off accounts. Ford Credit uses auction houses engaged by Ford to prepare and sell repossessed vehicles at auction. These contractors are monitored for compliance with the contracts, but due to the nature of these relationships, these contractors do not always follow established Ford Credit procedures.

As servicer of the securitization transaction, Ford Credit will prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance reports.

Servicing and Collections

Ford Credit services the receivables from its centralized business centers and specialty servicing centers in the U.S. Ford Credit’s servicing operations are divided into three areas — collections, account services and vehicle liquidations. The collections area has two main functions — account maintenance and loss prevention — as well as specialty collection teams for total loss insurance claims, account redemptions and vehicle skip tracing. Skip tracing is used when an obligor’s contract is past due and the obligor cannot be located through normal procedures using the contact information in the servicer’s records. The account services area has three main functions — credit re-analysis, titles and customer services — that are responsible for non-collection related customer requests such as payment reschedules, title follow-up and payment misapplications. Ford Credit has specialty service centers for

contracts with bankrupt obligors and charged off accounts. Ford Credit also has a centralized customer service center for inbound customer inquiries and early stage collections support.

Ford Credit encourages obligors to make payments electronically, including through direct debit or telephonic or online payment systems. Obligors may enroll in a variety of recurring and one-time automated clearinghouse or “ACH” programs that debit funds directly from their bank accounts. Obligors who do not pay electronically are instructed to send their monthly payments to one of several lockbox locations. Lockbox banks are increasingly converting checks into ACH items, which speeds up processing time.

Ford Credit applies almost all payments that are received prior to the designated processing time on each business day to a customer’s account on the day payment is received. By the end of the next business day, Ford Credit researches, matches and applies most payments that do not include enough information to match an account. A specialized group at Ford Credit researches, matches and applies the remaining small number of payments that have not been matched to an account.

Most of the receivables are paid without any additional servicing or collection efforts. As each obligor develops a payment history, Ford Credit uses a behavior scoring model to assess the probability of payment default for all receivables and implements collection efforts based on its determination of the credit risk associated with each obligor. This model assesses a number of variables including origination characteristics, customer history, payment patterns and updated credit bureau information. Based on data from this scoring model, contracts are grouped by risk category for collection. These categories determine how soon an obligor will be contacted after a payment becomes delinquent, how often the obligor will be contacted during the delinquency and how long the account will remain in account maintenance before it is transferred to loss prevention where a more experienced customer service representative follows the account until the delinquency is resolved. Ford Credit frequently reviews its behavior scoring model and may make adjustments to improve its performance. Ford Credit’s collection operations are supported by auto dialing technology and collection and workflow operating systems.

A customer service representative will attempt to contact a delinquent obligor to determine the reason for the delinquency and identify the obligor’s plans to resolve the delinquency. If the obligor cannot make the past due payments, Ford Credit frequently will extend the contract to allow an obligor to continue to make the normal monthly payment. An extension defers a past due payment for one or more months. The length of the payment extension is typically one month, however extensions of up to three months may be granted and multiple extensions may be given over the term of the contract. Following a payment extension, the account generally is no longer considered delinquent. Ford Credit guidelines for granting extensions generally require the customer service representative to determine that the obligor’s payment problem is temporary, that the obligor has an income source for making the next payment and that the obligor has made at least one payment since contract inception and at least six payments between extensions. Extensions that do not comply with these guidelines must be approved by servicing managers and exceptions to the guidelines are reviewed regularly. When allowed by state law, Ford Credit usually collects a fee on extensions and additional interest will be earned on the receivables as a result of the extension.

Alternatively, Ford Credit may rewrite a contract if the obligor cannot make the past due payments. A rewrite is a refinancing of the obligor’s outstanding balance typically with a longer contract term and sometimes a different interest rate. Ford Credit’s guidelines for granting rewrites include requirements that all original parties remain on the contract and sign an amendment to the contract unless special approval is obtained and that the customer has a stable source of income. Ford Credit may reschedule an obligor’s payments if the obligor makes a large prepayment or a large insurance payment is received. A reschedule generally means a reduction of the amount of the monthly payment over the same contract term.

From time to time Ford Credit may provide a “promotional” or administrative extension to certain obligors. For example, an extension of up to 90 days may be allowed to obligors who live in an area affected by a natural disaster. Ford Credit also may provide a “holiday” extension in December to

certain obligors. These extensions are not provided to obligors whose contracts are more than 61 days delinquent. In addition, an obligor may be allowed to change the monthly due date, typically by not more than 30 days, if, for example, the day on which the obligor gets paid changes. Due date changes are not allowed for accounts more than 30 days’ delinquent.

Occasionally, a new obligor may assume the obligations under a retail installment sale contract with the original obligor either still liable or released from the terms of the contract. In rare instances, substitution of the financed vehicle is permitted.

Ford Credit uses periodic management reports on delinquencies, extensions, rewrites and other measurements and operating audits to maintain control over the use of collection actions.

Ford Credit’s servicing policies and procedures may change over time. Ford Credit regularly tests new servicing procedures on controlled portions of its receivables to develop and refine its servicing practices. Areas tested include timing and frequency of collection calls and when it is more effective for the account maintenance team or the loss prevention team to contact the obligor. If a test shows that a new procedure is an improvement over the existing procedure, the new servicing procedure is applied to the entire portfolio.

Repossession and Charge Off

Ford Credit makes reasonable efforts to collect on delinquent contracts and to keep obligors’ contracts current. Repossession is considered only after other collection efforts have failed. Self-help repossession is the method used by Ford Credit in most cases and usually is accomplished by using an independent contractor to take possession of the financed vehicle. On average, Ford Credit repossesses the financed vehicle when the contract is between 60 and 70 days delinquent, but may repossess earlier or later depending on the risk of the contract or other circumstances.

The vast majority of repossessed vehicles are sold at an auction and the proceeds are applied to the outstanding balance of the receivable. Ford Credit works with the vehicle remarketing department of Ford to manage the disposition of repossessed vehicles and seeks to maximize net auction proceeds, which equals gross auction proceeds less auction fees and costs for reconditioning and transporting the vehicle to auction. On average, vehicles are sold at auction within 35 to 50 days of repossession. A small number of repossessed vehicles are sold through other means. For example, some heavily damaged vehicles are sold for salvage or scrap and some vehicles may be sold directly to an insurance company if a claim has been filed on the repossessed vehicle. Also, some vehicles with a limited resale market, such as some medium and heavy trucks and vehicles with specialty equipment, may be sold through a targeted bidding process to maximize proceeds from the sale.

After standard collection efforts are exhausted and all collections, including auction proceeds, rebates on cancelled warranty and insurance products and insurance claims, are applied, Ford Credit charges off any remaining balance owed by the obligor. In a limited number of cases, an obligor or a financed vehicle cannot be located after skip tracing and the account is charged off as a skip account. Ford Credit may charge off the remaining balance on an account if the cost of collection exceeds the balance owed by the obligor and will not pursue further collection of the account.

Ford Credit generally continues to pursue collection of deficiency balances and skip accounts after charge off through its specialty service center for charged off accounts. Collection activities generally are continued until the contract is paid or settled in full, the contract is determined to be uncollectible due to bankruptcy of the obligor or for other reasons, the obligor dies without a collectible estate or the applicable statute of limitations expires. Ford Credit may sell charged off receivables as a final effort to realize value.

The servicer may release the security interest to an insurer in order to receive proceeds from insurance covering the financed vehicle or following repossession of the vehicle, discounted settlement of the receivable or abandonment of its rights in the financed vehicle, in each case in accordance with its policies and procedures.

Bankruptcy Accounts

When Ford Credit is notified that an obligor has filed for bankruptcy, the account is moved to its specialty service center for bankrupt accounts. Restrictions of the U.S. federal bankruptcy laws, including the automatic stay, prohibit the servicer from taking any collection action against the obligor or the financed vehicle without court approval. In a Chapter 7 bankruptcy, the most common form of bankruptcy, the obligor is generally required to reaffirm its obligations, redeem the financed vehicle for a lump sum or return the financed vehicle. If a contract is reaffirmed by the obligor, it will be returned to normal servicing. In a Chapter 13 bankruptcy, the plan of reorganization usually requires the obligor to make payments over a two to five year period. The payments required will be based on either the full contract balance or the value of the financed vehicle at the time of bankruptcy, depending on the time between the obligor’s purchase of the financed vehicle and the bankruptcy filing and whether the debt was incurred for personal or other use. When the payments required under the plan of reorganization are completed, the obligor will receive a discharge from liability for any remaining balance under the contract. Ford Credit will charge off any such remaining balance.

DEPOSITOR

Ford Credit Auto Receivables Two LLC, or the “depositor,” is a Delaware limited liability company created in January 2001. Ford Credit is the sole member of the depositor. The depositor was created for the limited purpose of purchasing receivables from Ford Credit and selling the receivables to trusts for securitization transactions.

The depositor will make representations about the characteristics of the receivables sold to the trust. In addition, the depositor will represent that it owns the receivables free of any liens or claims. If any of the depositor’s representations proves to have been untrue when made and the breach has a material adverse effect on any receivable, the depositor must repurchase the receivable unless it cures the breach in all material respects by the end of any applicable grace period. In addition, the depositor must enforce Ford Credit’s repurchase obligation described above under“Sponsor and Servicer — General.” The prospectus supplement will contain a more detailed description of the representations made by the depositor and its obligation to repurchase receivables.

The depositor will be responsible for filing any required income tax or franchise tax returns for the trust and for filing and maintaining the effectiveness of the financing statements that perfect the trust’s security interest in the receivables and other trust assets.

The depositor will pay the administrator’s annual fees and indemnify the underwriters against certain civil liabilities as described under“Plan of Distribution” in this prospectus. If either the owner trustee or the indenture trustee resigns or is removed, the depositor will reimburse any expenses associated with its replacement.

ISSUING ENTITY

The depositor will create a separate issuing entity for each securitization transaction. Each issuing entity will be a Delaware statutory trust governed by a trust agreement between the depositor and the owner trustee.

The purposes of the trust will be to:


	•	acquire and hold the receivables and other trust assets,

	•	issue the notes and pledge the trust assets to the indenture trustee to secure payments on the notes,

	•	make payments on the notes,

	•	issue additional notes or certificates in exchange for all or a portion of the residual interest of the trust, and

	•	engage in other related activities to accomplish these purposes.

The trust may not engage in any other activities and may not invest in any other securities or make loans to any persons.

The trust agreement may be amended without the consent of the noteholders if the holder of the residual interest provides a legal opinion to the indenture trustee that the amendment will not have a material adverse effect on the notes. If no opinion is delivered, the amendment will require the consent of the holders of a majority of the principal balance of the notes.

The trust may not dissolve, merge with or sell substantially all its assets to any other entity or impair the first priority lien of the indenture trustee in the trust assets except as permitted by the transaction documents.

The servicer will indemnify the trust for liabilities and damages caused by the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its duties as servicer.

Ford Credit will be the administrator of the trust under an administration agreement. The administrator will provide notices on behalf of the trust and perform all administrative obligations of the trust under the transaction documents. These obligations include obtaining and preserving the trust’s qualification to do business where necessary, notifying the rating agencies and the indenture trustee of events of default, preparing and filing reports with the SEC, inspecting the indenture trustee’s books and records, monitoring the trust’s obligations for the satisfaction and discharge of the indenture, causing the servicer to comply with its duties and obligations under the sale and servicing agreement, causing the indenture trustee to notify the noteholders of the redemption of their notes, and preparing and filing the documents necessary to release property from the lien of the indenture. The depositor will pay the administrator an annual administration fee.

OWNER TRUSTEE

The identity of the owner trustee and a description of its experience as an owner trustee in securitization transactions will be included in the prospectus supplement.

The owner trustee’s main duties will be:


	•	creating the trust by filing a certificate of trust with the Delaware Secretary of State,

	•	maintaining the trust distribution account for the benefit of the holder of the residual interest in the trust, and

	•	executing documents on behalf of the trust.

The owner trustee will not be liable for any action, omission or error in judgment unless it constitutes willful misconduct, bad faith or negligence by the owner trustee. The owner trustee will not be required to exercise any of its rights or powers under the transaction documents or to institute, conduct or defend any litigation on behalf of the trust at the direction of the depositor unless the depositor has offered indemnity or security satisfactory to the owner trustee to protect it against the costs and liabilities that the owner trustee may incur.

The depositor and the administrator will indemnify the owner trustee for all liabilities and damages arising out of the owner trustee’s performance of its duties under the trust agreement unless caused by the willful misconduct, bad faith or negligence (other than errors of judgment) of the owner trustee or as a result of breaches of representation made by the owner trustee in the trust agreement. The servicer will indemnify the owner trustee for liabilities and damages caused by the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its duties as servicer.

The trust will pay the fees of the owner trustee, reimburse the owner trustee for expenses incurred in performing its duties, and pay any indemnities due to the owner trustee, to the extent such amounts have not been paid or reimbursed by the depositor or the administrator. The trust will pay

these amounts to the owner trustee on each payment date up to the limit specified in the prospectus supplement before the trust makes any other payments. The trust will pay the owner trustee amounts in excess of the limit only after the servicing fee and all required interest and principal payments on that payment date are paid in full. Following an Event of Default, however, all owner trustee fees, expenses and indemnities will be paid first.

The owner trustee may resign at any time by notifying the depositor and the administrator. The administrator may remove the owner trustee at any time and for any reason, and must remove the owner trustee if the owner trustee becomes legally unable to act, becomes subject to a bankruptcy or is no longer eligible to act as owner trustee under the trust agreement because of changes in its legal status, financial condition or certain rating conditions. No resignation or removal of the owner trustee will be effective until a successor owner trustee is in place. The depositor will reimburse the owner trustee and the successor owner trustee for any expenses associated with the replacement of the owner trustee.

The trust agreement will terminate when:


	•	the last receivable has been paid in full, settled, sold or charged off and all collections have been applied, or

	•	the trust has paid all the notes in full and all other amounts payable by it under the transaction documents.

Upon termination of the trust agreement, any remaining trust assets will be distributed to the holder of the residual interest in the trust and the trust will be terminated.

INDENTURE TRUSTEE

The identity of the indenture trustee and a description of its experience as an indenture trustee in securitization transactions will be included in the prospectus supplement.

The indenture trustee’s main duties will be:


	•	holding the security interest in the receivables and other trust assets on behalf of the noteholders,

	•	administering the trust’s bank accounts,

	•	enforcing remedies at the direction of the Controlling Class following an Event of Default and acceleration of the notes,

	•	acting as note registrar to maintain a record of noteholders and provide for the registration, transfer, exchange and replacement of notes, and

	•	acting as note paying agent to make payments from the trust’s bank accounts to the noteholders and others.

Except in certain limited circumstances, if the indenture trustee knows of an Event of Default or an event that with notice or the lapse of time or both would become an Event of Default, it must provide written notice to all noteholders within 90 days. If the notes have been accelerated, the indenture trustee may, and at the direction of the holders of a majority of the note balance of the Controlling Class must, institute proceedings for the collection of amounts payable on the notes and enforce any judgment obtained, institute foreclosure proceedings and, in certain circumstances, sell the receivables.

The indenture trustee’s standard of care changes depending on whether an Event of Default has occurred. Prior to an Event of Default, the indenture trustee will not be liable for any action, omission or error in judgment unless it constitutes willful misconduct, bad faith or negligence by the indenture trustee. Following an Event of Default, the indenture trustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs. Following an Event of Default, the indenture

trustee may assert claims on behalf of the trust and the noteholders against the depositor, Ford Credit and any interest rate hedging counterparties.

For a description of the rights and duties of the indenture trustee after an Event of Default and upon acceleration of the notes you should read “Description of the Notes — Events of Default and Remedies” in this prospectus.

The indenture trustee must mail an annual report to the noteholders if certain events specified in the Trust Indenture Act have occurred during the preceding calendar year, including a change to the indenture trustee’s eligibility under the Trust Indenture Act, a conflict of interest specified in the Trust Indenture Act, a release of trust assets from the lien of the indenture and any action taken by the indenture trustee that has a material adverse effect on the notes.

The indenture trustee will not be required to exercise any of its rights or powers, expend or risk its own funds or otherwise incur financial liability in the performance of its duties if it has reasonable grounds to believe that it is not likely to be repaid or indemnified by the trust. The indenture trustee also will not be required to take action in response to requests or directions of the noteholders unless the noteholders have offered reasonable security or indemnity satisfactory to it from the costs and expenses that the indenture trustee may incur in complying with the request or direction.

The depositor and the administrator will indemnify the indenture trustee for all liabilities and damages arising out of the indenture trustee’s performance of its duties under the indenture unless caused by the willful misconduct, bad faith or negligence (other than errors of judgment) of the indenture trustee or as a result of breaches of representation made by the indenture trustee in the indenture. The servicer will indemnify the indenture trustee for damages caused by the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its duties as servicer.

The trust will pay the fees of the indenture trustee, reimburse the indenture trustee for expenses incurred in performing its duties, and pay any indemnities due to the indenture trustee, to the extent such amounts are not otherwise paid or reimbursed by the depositor or administrator. The trust will pay these amounts to the indenture trustee on each payment date up to the limit specified in the prospectus supplement before the trust makes any other payments. The trust will pay the indenture trustee amounts in excess of the limit only after the servicing fee and all required interest and principal payments on that payment date are paid in full. Following an Event of Default, however, all indenture trustee fees, expenses and indemnities will be paid first.

Under the Trust Indenture Act, the indenture trustee may be deemed to have a conflict of interest and be required to resign as indenture trustee for the notes or any class of notes if a default occurs under the Indenture. In these circumstances, separate successor indenture trustees will be appointed for each class of notes. Even if separate indenture trustees are appointed for different classes of notes, only the indenture trustee acting on behalf of the Controlling Class will have the right to exercise remedies and only the Controlling Class will have the right to direct or consent to any action to be taken, including a sale of the receivables.

The indenture trustee may resign at any time by notifying the trust. The holders of a majority of the note balance of the Controlling Class may remove the indenture trustee at any time and for any reason by notifying the indenture trustee and the trust. The trust must remove the indenture trustee if the indenture trustee becomes legally unable to act or becomes subject to a bankruptcy or insolvency event or is no longer eligible to act as indenture trustee under the indenture because of changes in its legal status, financial condition or certain rating conditions. No resignation or removal of the indenture trustee will be effective until a successor indenture trustee is in place. If not otherwise paid by the trust, the depositor will reimburse the indenture trustee and the successor indenture trustee for any expenses associated with the replacement of the indenture trustee.

RECEIVABLES

Trust Assets

The trust assets will be a pool of receivables consisting of retail installment sale contracts secured by new and used cars and trucks. On the closing date for a securitization transaction, Ford Credit will sell the receivables and other related assets to the depositor, and the depositor will sell the receivables and other related assets to the trust. The trust assets will be pledged by the trust to the indenture trustee for the benefit of the noteholders and any interest rate hedging counterparties.

The trust assets will be:


	•	the receivables and collections on the receivables applied on or after the cutoff date,

	•	security interests in the financed vehicles,

	•	proceeds from claims on any insurance policies covering the financed vehicles or the obligors,

	•	rights under the transaction documents, including rights to any credit or payment enhancements described in the prospectus supplement,

	•	any rebates of costs or premiums on cancelled extended warranty protection plans, physical damage, credit life or disability insurance policies or similar products included in the amount financed, and

	•	all proceeds of the above.

Additional Information About the Receivables

The prospectus supplement will contain additional information about the receivables, including:


	•	the number, aggregate principal balance and average principal balance of the receivables,

	•	the weighted average APR, original and remaining terms,

	•	the scheduled weighted average life, and

	•	the geographic concentration and other composition characteristics for the receivables.

The “initial pool balance” for each trust will be the aggregate principal balance of the receivables on the cutoff date. The “pool balance” as of the last day of any month will be the aggregate principal balance of the receivables on such day excluding purchased receivables. The “principal balance” of a receivable as of the cutoff date or the last day of any month means the amount financed, less:


	•	collections applied to reduce the principal balance of the receivable, and

	•	any amounts charged off on the receivable.

If the trust is permitted to acquire additional receivables after the applicable closing date during a “revolving period,” the prospectus supplement will provide information about the selection criteria for those additional receivables.

Static Pool Information — Prior Securitized Pools

Ford Credit will provide static pool information about its prior securitized pools of retail installment sale contracts either on the website specified in the prospectus supplement or in an appendix to the prospectus supplement.

Types of Receivables

All of the receivables are simple interest receivables. A “simple interest receivable” amortizes the amount financed or principal of the receivable over a series of installment payments. Payments under a simple interest receivable are applied first to interest accrued to the date of payment and then to reduce

the principal balance. Each installment payment consists of interest and a portion of the principal. The interest amount of any installment payment is calculated by multiplying the unpaid principal balance of the receivable by its APR and by the period elapsed (as a fraction of a calendar year) since the preceding installment payment was paid. The principal amount of any installment payment will be equal to the remainder of the installment payment. A simple interest receivable may be prepaid without penalty. The obligor will be required to pay interest on the receivable only to the date of prepayment.

If an obligor pays an installment payment before its scheduled due date, the portion of the installment payment allocable to interest will be less than it would have been had the payment been made as scheduled because less interest will have accrued, and the portion of the payment applied to reduce the unpaid principal balance will be correspondingly greater. Conversely, if an obligor pays an installment payment after its scheduled due date, the portion of the payment allocable to interest will be greater than it would have been had the payment been made as scheduled because more interest will have accrued, and the portion of the payment applied to reduce the principal balance will be correspondingly less.

The vast majority of Ford Credit’s receivables require equal monthly installment payments. The obligor pays a fixed monthly installment payment until the final scheduled payment date, at which time the amount of the final installment payment is increased or decreased as necessary to repay the then unpaid principal balance due to the timing of payments made over the term of the contract, payment extensions or partial prepayments.

A small number of Ford Credit’s simple interest receivables do not require equal monthly installment payments. One type of these receivables is a monthly installment payment receivable that provides for installment payments to vary based on an adjusted amortization schedule, typically to allow for lower installment payments during the first years of the receivable and increased installment payments later. Another type of these receivables allows for quarterly, semi-annual or annual installment payments or payments on a seasonal basis rather than monthly installment payments. This type of receivable is provided to obligors, such as farmers, with seasonal income. The APR applied in both these types of receivables is fixed.

Bankruptcy Considerations

Sale of Receivables by Ford Credit to the Depositor. The sale of the receivables by Ford Credit to the depositor is structured to minimize the possibility that a bankruptcy proceeding of Ford Credit will adversely affect the trust’s rights in the receivables. Ford Credit and the depositor intend that the sale of the receivables by Ford Credit to the depositor constitute a “true sale.” The depositor will have no recourse to Ford Credit other than the limited obligation to repurchase receivables for breaches of representations.

On the closing date for your notes, Ford Credit and the depositor will receive a reasoned legal opinion that in a bankruptcy of Ford Credit:


	•	the receivables and the collections on the receivables would not be property of Ford Credit’s bankruptcy estate under U.S. federal bankruptcy laws, and

	•	the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the collections on the receivables to the depositor or the trust.

This opinion will be subject to certain assumptions and qualifications and a court in a Ford Credit bankruptcy proceeding may not reach the same conclusion.

Structure of Depositor; Risk of Substantive Consolidation. The depositor is organized as a special purpose company and is restricted by its limited liability company agreement to activities designed to make it “bankruptcy-remote.” These restrictions limit the nature of its activities, prohibit the incurrence of additional indebtedness and make it unlikely that the depositor will have any creditors. This agreement also restricts the depositor from commencing a voluntary case or proceeding under

U.S. bankruptcy laws or any similar state law without the unanimous consent of its board of managers, including independent managers who are specifically instructed to take into account the interests of creditors of the depositor and the trusts created by the depositor, as well as the interests of the depositor, in any vote to allow the depositor to file for bankruptcy. The limited liability company agreement also contains covenants meant to preserve the separate identity of the depositor from Ford Credit and to avoid substantive consolidation of Ford Credit and the depositor. The most important of these covenants require each company to maintain its separate existence, maintain separate books and bank accounts, prepare separate financial statements and not hold itself as liable for debts of the other and not commingle the depositor’s assets with the assets of Ford Credit or its affiliates.

In addition, in the transaction documents, the owner trustee, the indenture trustee and the noteholders will agree not to institute a bankruptcy proceeding against the depositor in connection with any obligations under the notes or the transaction documents.

On the closing date for your notes, Ford Credit and the depositor will obtain a reasoned legal opinion that in a bankruptcy of Ford Credit, a creditor or bankruptcy trustee of Ford Credit (or Ford Credit as debtor in possession) would not have valid grounds to request a court to disregard the separate legal existence of the depositor so as to cause substantive consolidation of the assets and liabilities of the depositor with the assets and liabilities of Ford Credit in a manner prejudicial to the noteholders. This opinion will be subject to certain assumptions and qualifications, including an assumption that the depositor and Ford Credit comply with its limited liability company agreement. A court in a Ford Credit bankruptcy proceeding may not reach the same conclusion. If the separate legal existence of Ford Credit and the depositor were disregarded and the assets and liabilities of Ford Credit and the depositor were consolidated, assets of the depositor could be used to satisfy Ford Credit’s creditors instead of the noteholders or the trust. This consolidation of assets and liabilities generally is referred to as “substantive consolidation.”

Sale of Receivables by the Depositor to the Trust; Perfection of Security Interests. The transfer of the receivables by the depositor to the trust is also structured as a sale. Unlike the sale by Ford Credit to the depositor, the depositor initially will retain an interest in the receivables it sells in the form of a residual interest in the trust. Because of this retained interest, this sale may not constitute a “true sale” that removes the receivables from the bankruptcy estate of the depositor. The depositor will grant aback-up security interest in the receivables to the trust and will file Uniform Commercial Code financing statements to perfect the trust’s ownership interest and security interest in the receivables. The trust agreement contains provisions similar to those in the depositor’s limited liability company agreement designed to make it“bankruptcy-remote” by limiting the trust’s activities and requiring creditors to agree not to institute a bankruptcy proceeding against the trust.

Assuming that the sale of the receivables by Ford Credit to the depositor is a “true sale,” the depositor is not consolidated with Ford Credit in a bankruptcy of Ford Credit and the depositor is not in bankruptcy, the trust’s perfected security interest in the receivables generally will provide the trust with uninterrupted access to collections on the receivables (other than any collections held by Ford Credit as servicer at the time a bankruptcy proceeding is commenced). The trust will grant a security interest in the receivables and other trust assets to the indenture trustee for the benefit of the noteholders, and the administrator will file Uniform Commercial Code financing statements to perfect and maintain the perfection of the security interest.

SERVICING THE RECEIVABLES AND THE SECURITIZATION TRANSACTION

Servicing Duties

Under the sale and servicing agreement, the servicer’s main duties will be:


	•	collecting and applying all payments made on the receivables,

	•	investigating delinquencies,


	•	sending invoices and responding to inquiries of obligors,

	•	processing requests for extensions and modifications,

	•	administering payoffs, defaults and delinquencies,

	•	repossessing and then selling financed vehicles,

	•	maintaining accurate and complete accounts and computer systems for the servicing of the receivables,

	•	furnishing monthly investor reports and instructions to the indenture trustee, and

	•	providing the custodian with updated records for the receivable files.

Servicing Fees

The servicer will receive a servicing fee each month equal to a specified percentage of the pool balance as of the first day of the preceding month. The applicable percentage will be specified in the prospectus supplement. In addition, the servicer will retain any late fees, extension fees and other administrative fees received from obligors and receive investment earnings on funds deposited in the trust’s bank accounts. If specified in the prospectus supplement, the servicer may receive a separate servicing fee from recoveries collected on charged off receivables. The servicer will be entitled to reimbursement for fees and expenses paid to third parties related to the repossession and disposition of financed vehicles as well as for continued collection activities on charged off accounts. The servicer may net these fees and expenses from collections remitted to the trust.

Servicer Modifications and Obligation to Purchase Modified Receivables

The servicer will follow its policies and procedures in servicing the receivables. As part of its normal collection efforts, the servicer may waive or modify the terms of any receivable, including granting payment extensions and rewriting, rescheduling or amending any contract or waiving late fees, extension fees or other administrative fees. The servicer will purchase a receivable from the trust if it makes certain modifications including if it grants payment extensions that extend the final payment date of the receivable beyond six months past the last scheduled payment date of any receivable in the securitized pool. The servicer also will purchase a receivable if it modifies the amount financed or the APR of the receivable or rewrites or reschedules the contract to increase the number of originally scheduled due dates of the receivable. However, the servicer will not be required to purchase any modified receivable if such modification was required by law or court order, including by a bankruptcy court. Ford Credit will purchase the modified receivable at the end of the month in which the modification was made for a purchase price equal to the principal balance of the receivable plus 30 days of interest at the applicable APR prior to the modification. For modifications or waivers that do not result in a purchase of the receivable, Ford Credit does not expect that these changes or waivers will affect materially the cash flows on the receivables as a whole.

For more information about the servicer’s policies and procedures for servicing the receivables, including extensions and rewrites, you should read “Sponsor and Servicer — Servicing and Collections” in this prospectus.

Obligation to Purchase Servicer Impaired Receivables

The servicer generally must maintain perfection of the trust’s security interest in each receivable and Ford Credit’s security interest in the related financed vehicle until the receivable is paid in full or repurchased. For charged off receivables, the servicer may release the security interests in a sale of the charged off receivable and as permitted by the servicer’s policies and procedures. If the servicer fails to maintain perfection of the trust’s security interest in the financed vehicle or otherwise impairs the rights of the trust or the noteholders in the receivable (other than in accordance with its policies and procedures) and the servicer does not correct the failure or impairment in all material respects by

the end of the second month following the month that an employee of the servicer who is responsible for the securitization transaction, or a “responsible person,” obtained actual knowledge or was notified of the impairment, the servicer must purchase the receivable from the trust. The purchase price for any impaired receivable purchased by the servicer generally will be the principal balance of the receivable plus 30 days of interest at the applicable APR.

For more information about the servicer’s policies and procedures for releasing the security interest in the receivable, you should read “Sponsor and Servicer” in this prospectus.

Trust Bank Accounts

For each trust, the servicer will establish a collection account and will remit all collections on the receivables to the collection account. The servicer may also establish additional bank accounts, including a reserve account or accounts from which payments to the noteholders will be made. All trust bank accounts will be pledged to the indenture trustee to secure the notes.

Collections deposited in the collection account will be invested in highly rated short-term investments that mature on or before the payment date on which such collections are to be distributed. Funds in a reserve account will be invested in these highly rated short-term investments unless the prospectus supplement specifies that longer term investments are permitted. Investment earnings on funds deposited in the trust’s bank accounts will be paid to the servicer each month as a supplement to the servicing fee. The servicer will direct the investments unless the indenture trustee instructs the bank holding the account otherwise after an Event of Default. The trust may invest the funds in its trust bank accounts in obligations issued by the underwriters or their affiliates or the servicer or its affiliates.

The servicer will have no access to the cash balances in the trust bank accounts. Only the indenture trustee may withdraw funds from these accounts to make payments of trust obligations, including payments to the noteholders or to remit investment earnings to the servicer. The indenture trustee will make payments from the collection account to the noteholders and others based on information provided by the servicer.

Remittance of Collections

On or before each payment date, the servicer will remit all collections on the receivables for the preceding month to the collection account. In general, Ford Credit will remit all collections to the collection account within two business days of applying such collections to the obligors’ accounts, except that net recoveries on charged off accounts will generally be remitted on a monthly basis. If Ford Credit’sshort-term unsecured debt is rated at least“P-1” by Moody’s and “F1” by Fitch, and provided that no Event of Servicing Termination has occurred, Ford Credit may remit collections to the collection account on the business day preceding each payment date. For each month, “collections” will consist of (a) all principal and interest collected on the receivables and applied by the servicer during the month, (b) all amounts received under physical damage, credit life and disability insurance policies relating to the financed vehicles or obligors, (c) rebates of cancelled extended warranty protection plans, insurance policies and similar products, (d) net auction proceeds from the sale of repossessed vehicles and other amounts received on defaulted accounts, and (e) net recoveries on charged off accounts.

If Ford Credit is not the servicer, the servicer must remit collections within two business days of receiving and applying the collections. Until deposited in the collection account, collections may be used by the servicer for its own benefit and will not be segregated from its own funds.

As an administrative convenience, the servicer is permitted to deposit collections and other amounts into the collection account net of the servicing fee payable to the servicer for the applicable month, but must account for all transactions individually. If amounts are deposited in error, they will be returned to the servicer or netted from subsequent deposits.

Advances

The prospectus supplement may specify that the servicer for the trust that will issue your notes is permitted or required to make advances of interest or principal payments on the receivables. In this case, the prospectus supplement will describe how advances are made by the servicer and how they are applied and reimbursed by the trust.

Reporting Obligations of the Servicer

Monthly Investor Report. The servicer will prepare a monthly investor report containing information about payments to be made on the notes and the performance of the receivables, as described in the prospectus supplement.

Annual Compliance Reports. The servicer will prepare a number of reports, statements or certificates for each trust as described in the prospectus supplement.

Custodial Obligations of Ford Credit

Ford Credit will act as custodian for the trust and the indenture trustee and will maintain possession of a receivable file for each receivable. A receivable file will consist of originals or copies of the retail installment sale contract, credit application, certificate of title and other documents relating to the receivable, obligor and financed vehicle. Copies typically will be electronically imaged copies. The custodian will hold these documents in safekeeping with originals maintained in secured areas or facilities with limited access. Imaged copies of the documents will be accessible as “read only.” Each receivable file is maintained separately, but will not be physically segregated from other similar receivable files that are in Ford Credit’s possession or stamped or marked to reflect the sale to the trust so long as Ford Credit is servicing the receivables.

Delegation of Duties

As long as Ford Credit acts as servicer or custodian, it may delegate any or all of its duties to Ford or certain affiliates of Ford. The servicer or custodian may perform any of its duties through subcontractors. No such delegation or subcontracting will relieve Ford Credit of its responsibilities regarding such duties and Ford Credit will remain responsible with respect to such duties. Ford Credit will be responsible for paying the fees of any subcontractors it employs except for fees and expenses charged to obligor accounts or netted from the proceeds of collections.

Limitations on Liability

The servicer will not be liable to the trust or the noteholders for any action or omission or for any error in judgment, unless it constitutes willful misconduct, bad faith or negligence in the performance of its duties. The servicer will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to the servicer’s servicing responsibilities and that may cause it to incur any expense or liability. The servicer, will indemnify the trust, the owner trustee and the indenture trustee for damages caused by the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its duties as servicer.

Amendments to the Sale and Servicing Agreement

The sale and servicing agreement may be amended without the consent of the noteholders if the depositor, the servicer or the issuing entity (a) certifies to the indenture trustee and the owner trustee that the amendment will not materially and adversely affect the notes and (b) delivers a legal opinion that for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged, cause the trust to be treated as an association or publicly traded partnership taxable as a corporation, or adversely affect the treatment of the notes as debt for federal income tax purposes. The sale and servicing agreement may also be amended with the consent of a majority of each class of notes outstanding (with each class voting separately).

No amendment to the sale and servicing agreement may, without the consent of all affected noteholders,


	•	change the amount, timing, or priority of distributions that are required to be made to parties secured under the indenture,

	•	reduce the percentage of noteholders that are required to consent to an amendment, or

	•	change the amount required to be held in the reserve account.

Resignation and Termination of the Servicer

Ford Credit may not resign as servicer for the trust that will issue your notes unless it is no longer permitted to perform its duties under law. No resignation will become effective until a successor servicer has assumed Ford Credit’s servicing obligations.

Each of the following events will be an “Event of Servicing Termination” under the sale and servicing agreement:


	•	failure by the servicer to remit any collections, proceeds or payment that continues for 5 business days after it receives notice of the failure from the owner trustee or the indenture trustee or a responsible person of the servicer learns of the failure, unless:


	—	the failure was caused by an event outside the control of the servicer and does not continue for more than ten business days, and the servicer uses all commercially reasonable efforts to perform its obligations and promptly notifies the owner trustee, the indenture trustee and the depositor of the failure and the steps being taken by the servicer to remedy it, or

	—	the failure relates to an amount no greater than 0.05% of the outstanding amount of notes issued by the trust and does not continue for more than (a) if the servicer’s long-term debt is rated investment grade by all rating agencies rating the notes, 90 days after a responsible person of the servicer learns of such failure or (b) if the servicer’s long-term debt is not so rated, 90 days after the collections, proceeds or payments were required to be remitted.


	•	failure by the servicer to fulfill its duties under the transaction documents that has a material adverse effect on the notes and continues for 90 days after it receives notice of such failure from the owner trustee, the indenture trustee or the holders of at least 25% of the note balance of the Controlling Class,

	•	bankruptcy of the servicer, and

	•	any other event described in the prospectus supplement.

The holders of a majority of the note balance of the Controlling Class may waive any Event of Servicing Termination.

As long as an Event of Servicing Termination remains unremedied, the indenture trustee or the holders of a majority of the note balance of the Controlling Class may terminate the servicer for the trust. If a successor servicer is not appointed by the date indicated in the notice of termination, the indenture trustee automatically will become the successor servicer and will be entitled to the original servicer’s compensation arrangements. If the indenture trustee is unwilling or legally unable to act as servicer, it may appoint, or petition a court to appoint, a successor servicer having a net worth of at least $50 million and whose regular business includes the servicing of motor vehicle receivables. The compensation paid to the successor servicer may not exceed the servicing compensation paid to the servicer under the sale and servicing agreement.

If a bankruptcy trustee or similar official is appointed for the servicer and no other Event of Servicing Termination has occurred, the bankruptcy trustee or official may have the power to prevent

the indenture trustee or the noteholders from replacing the servicer or may require higher servicing compensation than paid to the original servicer.

The servicer has agreed to cooperate to effect a servicing transfer and make available its records on payments on the receivables and the receivable files. The servicer is not required to make available or license its proprietary servicing procedures, processes, models, software or other applications. The predecessor servicer will reimburse the successor servicer for reasonable expenses associated with the transition of servicing duties to the successor servicer.

USE OF PROCEEDS

The net proceeds from the sale of the notes issued on any closing date will be used by the depositor to purchase the receivables from Ford Credit and for any other purposes specified in the prospectus supplement. The use of the net proceeds from the sale of any notes issued by the trust after the original closing date will be described in the prospectus supplement.

MATURITY AND PREPAYMENT CONSIDERATIONS

The weighted average life of the notes generally will be determined by the rate at which the principal balances of the receivables are paid. An increase in prepayments on the receivables will decrease the weighted average life of the notes. “Prepayments” on the receivables will occur in the following circumstances:


	•	Prepayments on receivables — obligors may prepay their retail installment sale contracts in full or in part at any time without penalty,

	•	Rebates for cancelled items — rebates on cancelled extended warranty protection plans, insurance policies and similar products included in the amount financed of the receivable may be paid,

	•	Defaults — liquidation proceeds on defaulted receivables may be received,

	•	Insurance proceeds — proceeds from claims on any insurance policies covering the financed vehicles or the obligors may be paid,

	•	Repurchases of receivables by Ford Credit and the depositor — Ford Credit and the depositor may be required to repurchase ineligible receivables from the trust upon breaches of representations as described under“Transfers of the Receivables — Obligation to Repurchase Ineligible Receivables Upon Breach” in the prospectus supplement,

	•	Purchases of receivables by the servicer — the servicer may be required to purchase receivables if the servicer fails to maintain the security interest of the trust in the financed vehicles or otherwise impairs the rights of the trust or the noteholders in the receivables as described under“Servicing the Receivables and the Securitization Transaction — Obligation to Purchase Servicer Impaired Receivables”in this prospectus of if the servicer makes certain modifications to the receivables as described under“Servicing the Receivables and the Securitization Transaction — Servicer Modifications and Obligation to Purchase Modified Receivables” in this prospectus, and

	•	Clean up call option — the servicer will have the option to purchase the receivables from the trust on any payment date on which the pool balance has declined to the amount specified in the prospectus supplement.

No assurance can be made of the amount of principal payments that will be made on your notes on each payment date because that amount will depend in part on the amount of principal payments, including prepayments, on the receivables during the preceding month. If specified in the prospectus

supplement, the weighted average life of your class of notes may depend upon the issuance of another class of notes, the proceeds of which would be applied to pay your notes.

In Ford Credit’s experience, prepayments on retail installment sale contracts occur primarily when obligors decide to purchase new vehicles, defaulted contracts are liquidated or insurance proceeds are received. Unlike certain other asset classes, such as residential mortgage loans, retail installment sale contracts for the purchase of cars and trucks do not experience significant voluntary prepayments as interest rates decline. The short-term nature and smaller principal amount of retail installment sale contracts makes the benefit of refinancing smaller. In addition, the use of low APR financing to increase sales of new cars and trucks limits the situations in which an obligor could take advantage of lower rates by refinancing.

Any reinvestment risk resulting from a faster or slower rate of prepayment of receivables will be borne entirely by you. You may not be able to reinvest the principal repaid to you faster than expected at a rate of return that is equal to or greater than the rate of return on your notes. You may also have to wait longer than anticipated to receive principal payments if prepayment rates are slower than you assumed, exposing you to reinvestment risk at the time principal is paid or to lost investment opportunities that may arise prior to your receipt of principal from the trust.

DESCRIPTION OF THE NOTES

The following summary describes certain terms of the notes and the indenture. The trust will issue one or more classes of notes pursuant to the indenture between the trust and the indenture trustee specified in the prospectus supplement. A form of the indenture is included as an exhibit to the registration statement filed with the U.S. Securities and Exchange Commission, the “SEC,” that includes this prospectus.

Fixed and Floating Rate Notes

Each class of fixed rate notes will bear interest at the interest rate specified in the prospectus supplement. Interest on fixed rate notes typically will be computed on the basis of a360-day year of twelve30-day months but the prospectus supplement may specify a different day count basis.

Each class of floating rate notes will bear interest determined by reference to the London Inter-Bank Offering Rate or “LIBOR,” plus a spread as specified in the prospectus supplement. The trust will appoint a calculation agent to determine LIBOR for each interest period and each class of floating rate notes. The prospectus supplement will identify the calculation agent for any floating rate notes. The calculation agent will determine LIBOR for each interest period on the second London business day preceding such interest period but the prospectus supplement may specify a different LIBOR determination date. All determinations of LIBOR by the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the noteholders. All percentages resulting from any determination of LIBOR for a floating rate note will be rounded to the nearest1/100,000 of 1% (.000001), with five one-millionths of a percentage point rounded upward. Interest on floating rate notes typically will be computed on the basis of a 360-day year and the actual number of days in a period but the prospectus supplement may specify a different day count basis.

If the trust issues floating rate notes, it may enter into interest rate swaps or interest rate caps with counterparties to hedge the potential mismatch between the fixed interest rates on the receivables and the floating interest rates on the floating rate notes. The material terms of these arrangements and information about the counterparties will be described in the prospectus supplement.

Principal and Interest Payments on the Notes

Each class of notes will have a stated principal amount and will bear interest at the interest rate specified in the prospectus supplement. The timing and priority of payment, seniority, interest rate and amount of or method of determining payments of principal and interest on each class of notes will be described in the prospectus supplement. Some classes of notes may have senior or subordinate

rights to receive payments of interest and principal compared to other classes of notes. Payments of interest on subordinate notes may be made prior to payments of principal on more senior notes.

Principal of and interest on any class of notes will be paid on a pro rata basis among all the noteholders of that class. One or more classes of notes may be prepaid in whole as a result of the servicer exercising its clean up call option to purchase the receivables.

If specified in the prospectus supplement, the trust may issue one or more classes of notes with targeted scheduled payment dates on which the notes are expected to be paid in full from the proceeds of new notes issued by the trust or new advances under already issued notes. This issuance is commonly referred to as a variable pay term note structure. In this structure, the trust will issue new notes, or VPTNs, with a principal balance equal to the principal balance of the original notes and an interest rate not greater than the interest rate on the original notes. If Ford Credit as administrator locates purchasers for the VPTNs at a price of par the VPTNs will be issued in a private placement. The purpose is to pay the original notes their principal balance in full on the date they would otherwise begin to receive principal payments from the trust. The VPTNs substitute for the original notes in the capital structure and receive the monthly amortization that would otherwise have been applied to pay the original notes.

The trust will make interest and principal payments on each payment date to the holders of record of the notes on the day before the payment date (or, if definitive notes are issued, the last day of the preceding month).

Credit and Payment Enhancement

Credit and payment enhancements are intended to enhance the likelihood of receipt by the noteholders of the full amount of interest and principal due on their notes.

Credit and payment enhancements may not provide protection against all risks of loss and do not guarantee payment of interest and repayment of the entire principal amount of your notes. If losses on receivables exceed the credit enhancement available, noteholders will bear their allocable share of the loss. The amount and the type of credit and payment enhancements for each class of notes will be described in the prospectus supplement.

Credit enhancements may include the following:


	•	A reserve account or cash deposit available to cover trustee fees and expenses, servicing fees, interest payments on the notes, priority principal payments and final principal payments if collections on the receivables were insufficient. Any amounts remaining on deposit after payment of all fees and expenses owing by the trust and amounts owing on the notes and any other securities issued by the trust would be released to the depositor or other provider of the cash or deposit.

	•	Excess spread available to cover trustee fees and expenses, servicing fees, interest payments on the notes, and principal payments on the notes. The amount of excess spread will depend on factors such as APRs, interest rates on the notes, prepayments, yield supplement overcollateralization amounts and losses.

	•	Overcollateralization, which is the amount by which the pool balance exceeds the principal balance of the notes.

	•	Yield supplement discount arrangements for low APR receivables where the payments due under certain low APR receivables are discounted at both the contractual APR and at a higher rate and the aggregate difference of the discounted payments in each month is subtracted from the pool balance in order to increase the amount of principal required to be paid on each payment date.


	•	Structural features such as subordination that will cause more junior classes of securities to absorb losses before more senior classes and “turbo” payments where interest as well as principal collections from the receivables will be used to repay a class or classes of notes and no amounts are released to the residual until such class or classes are paid.

Payment enhancements include the following:


	•	Interest rate swaps where the trust makes fixed payments on a monthly or quarterly basis to a hedge counterparty and receives a payment based on LIBOR and/or interest rate caps or floors where the trust makes an upfront payment to a hedge counterparty and receives a payment on a monthly or quarterly basis to the extent LIBOR or another referenced rate specified in the cap or floor exceeds a stated cap rate or is less than a stated floor rate, as applicable.

	•	Guaranteed investment contracts or guaranteed rate agreements under which in exchange for either a fixed one-time payment or a series of periodic payments the trust will receive specified payments from a counterparty either in fixed amounts or in amounts sufficient to achieve the returns specified in the agreement and described in the prospectus supplement.

	•	Third party payments, guarantees, surety bonds or letters of credit that would pay amounts specified in the prospectus supplement if other assets of the trust were insufficient to make required payments or would pay if assets of the trust were unavailable, such as collections held by servicer at the time of a bankruptcy proceeding.

Events of Default and Remedies

Events of Default. Each of the following events will be an “Event of Default” under the indenture:


	•	failure to pay interest due on notes of the Controlling Class within the time period specified in the prospectus supplement,

	•	failure to pay the principal amount of any class of notes in full by its final scheduled payment date,

	•	failure by the trust to observe or perform any material covenant or agreement made in the indenture or any representation of the trust made in the indenture proves to have been incorrect in any material respect as of the time made and the failure or incorrectness continues or is not cured for a period of 60 days after notice was given to the trust by the indenture trustee or to the trust and the indenture trustee by the holders of at least 25% of the note balance of the Controlling Class, or

	•	bankruptcy or dissolution of the trust.

Except in certain limited circumstances, if the indenture trustee knows of an Event of Default or an event that with notice or the lapse of time, or both, would become an Event of Default, it must notify all noteholders within 90 days. If the trust knows of an event that with notice or the lapse of time, or both, would become an Event of Default of the type described in the third item above, it must notify the indenture trustee within five business days.

The “Controlling Class” for a securitization transaction will be all outstanding classes voting as a single class, unless otherwise specified in the prospectus supplement.

The holders of a majority of the note balance of the Controlling Class may waive any Event of Default and its consequences except an Event of Default (a) in the payment of principal of or interest on any of the notes (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (b) in respect of a covenant or provision of the Indenture that cannot be amended, supplemented or modified without the consent of all noteholders.

Acceleration of the Notes. If an Event of Default occurs, other than because of a bankruptcy or dissolution of the trust, the indenture trustee or the holders of a majority of the note balance of the Controlling Class may accelerate the notes and declare the notes to be immediately due and payable. If an Event of Default occurs because of bankruptcy or dissolution of the trust, the notes will be accelerated automatically.

The holders of a majority of the note balance of the Controlling Class may rescind any declaration of acceleration if:


	•	notice of the rescission is given before a judgment for payment of the amount due is obtained by the indenture trustee,

	•	the trust has deposited with the indenture trustee an amount sufficient to make all payments of interest and principal due on the notes (other than amounts due solely because of the acceleration) and all other outstanding fees and expenses of the trust, and

	•	all Events of Default, other than the nonpayment of amounts due solely because of the acceleration, are cured or waived by the holders of a majority of the note balance of the Controlling Class.

Any rescission of acceleration could be treated, for federal income tax purposes, as a constructive exchange of the notes by the noteholders for deemed new notes and gain or loss could be recognized.

Remedies Following Acceleration. If the notes have been accelerated and the acceleration has not been rescinded, the indenture trustee, at the direction of the holders of a majority of the note balance of the Controlling Class, may:


	•	file a lawsuit for the collection of the notes and enforce any judgment obtained,

	•	institute foreclosure proceedings on the receivables, and

	•	take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee, the noteholders and any interest rate hedging counterparties.

If an Event of Default for late payment of interest or principal of any note occurs and the notes have been accelerated, the indenture trustee may sell the receivables of that trust without obtaining the consent of the noteholders or may elect to have the trust maintain possession of the receivables and apply collections as they are received except that the indenture trustee will sell the receivables if directed by the holders of a majority of the note balance of the Controlling Class. However, the indenture trustee may not sell the receivables following an Event of Default related to bankruptcy or dissolution of the trust, unless:


	•	all of the noteholders of the Controlling Class consent to the sale,

	•	the proceeds of the sale are expected to be sufficient to pay all amounts owed by the trust, including payments on the notes and any amounts due to interest rate hedging counterparties, or

	•	the indenture trustee determines that the assets of the trust would not be sufficient on an ongoing basis to pay all amounts owed by the trust, including payments on the notes and any amounts due to any interest rate hedging counterparties as those payments would have become due if the obligations had not been accelerated, and the indenture trustee obtains the consent of the holders of 662/3% of the note balance of the Controlling Class.

If an Event of Default occurs because of a breach of a representation or covenant of the trust, the indenture trustee may not sell the receivables unless:


	•	all of the noteholders consent to the sale, or

	•	the proceeds of the sale are expected to be sufficient to pay all amounts owed by the trust, including payments on the notes and any amounts due to any interest rate hedging counterparties.

The indenture trustee will give the noteholders 15 days prior notice of any sale of the receivables. Any noteholder, the depositor, the servicer and any interest rate hedging counterparty may submit a bid to purchase the receivables.

Payments Following Certain Accelerations and Any Sale of the Receivables. Following an acceleration of the notes or any sale of the receivables, any money collected by the indenture trustee will be paid in accordance with the “post-acceleration” priority of payments described in the prospectus supplement.

Standard of Care of the Indenture Trustee Following an Event of Default. If an Event of Default has occurred and is continuing, the indenture trustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs. The holders of a majority of the note balance of the Controlling Class generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee following an Event of Default and acceleration of the notes.

Limitation on Suits. No noteholder will have the right to institute any legal proceeding for any remedy under the indenture unless:


	•	the noteholder has given notice to the indenture trustee of a continuing Event of Default,

	•	the holders of at least 25% of the note balance of the Controlling Class have requested the indenture trustee to institute such legal proceeding,

	•	the requesting noteholders offered reasonable security or indemnity to the indenture trustee against any liabilities that the indenture trustee may incur in complying with the request,

	•	the indenture trustee fails to institute the legal proceeding within 60 days after its receipt of the notice, request and offer of indemnity, and

	•	the holders of a majority of the note balance of the Controlling Class have not given the indenture trustee any inconsistent direction during the60-day period.

A noteholder, however, has the absolute right to institute at any time a proceeding to enforce its right to receive all amounts of principal and interest due and owing to it under its note, and such right may not be impaired without the consent of such noteholder.

The indenture trustee and the noteholders will agree not to institute a bankruptcy proceeding against the trust.

Notes Owned by Transaction Parties

Notes owned by the depositor, the servicer or any of their affiliates will not be included for purposes of determining whether a specified percentage of any class of notes have taken any action under the indenture or any other transaction document.

List of Noteholders

Three or more noteholders may request a list of all noteholders of the trust maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights under the indenture or under the notes. Any request must be accompanied by a copy of the communication that the requesting noteholders propose to send.

Satisfaction and Discharge of Indenture

The indenture will not be discharged until:


	•	the indenture trustee receives all notes for cancellation or, with certain limitations, funds sufficient to pay all notes in full,


	•	the trust pays all other amounts payable by it under the transaction documents, and

	•	the trust delivers to the indenture trustee an officer’s certificate and a legal opinion each stating that all conditions to the satisfaction and discharge of the indenture are satisfied.

Amendments to the Indenture

The indenture trustee and the trust may amend the indenture without the consent of the noteholders for limited purposes, including to:


	•	further protect the indenture trustee’s interest in the receivables and other trust assets subject to the lien of the indenture,

	•	add to the covenants of the trust for the benefit of the noteholders,

	•	transfer or pledge any trust assets to the indenture trustee,

	•	cure any ambiguity or mistake so long as such cure will not have a material adverse effect on the notes or the rights of any interest rate hedging counterparty, and

	•	modify, eliminate or add provisions required by or necessary to qualify the indenture under the Trust Indenture Act.

Except as provided below, the indenture trustee and the trust may amend the indenture to add, change or eliminate any provision or modify the noteholders’ rights under the indenture (a) without the consent of the noteholders if (i) the administrator certifies that the amendment will not have a material adverse effect on the notes and (ii) each rating agency (A) confirms that the amendment will not result in a reduction or withdrawal of the then-current ratings of the notes, or (B) within ten business days of receiving notice of the amendment, does not provide notice that the amendment will result in a reduction or withdrawal of the then-current ratings of the notes or (b) with the consent of the holders of a majority of the note balance of the Controlling Class. In each case, the indenture trustee must receive a legal opinion that for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged or cause the trust to be treated as an association or publicly traded partnership taxable as a corporation.

The prior consent of all adversely affected noteholders will be required for any amendment that would:


	•	change the provisions for amending the indenture or voting or consent under the indenture,

	•	change the principal amount of or interest rate on any note, the final scheduled payment date of the notes, the price at which notes may be redeemed following exercise of the clean up call option by the servicer or the percentage of the initial pool balance at which such option may be exercised or the priority of payments or how principal or interest payments are calculated or made on the notes,

	•	impair the right of noteholders to institute suits to enforce the indenture,

	•	change the definition of Controlling Class, or

	•	permit the creation of any lien ranking prior or equal to, or otherwise impair, the lien of the indenture trustee in the trust assets.

Residual Interest; Issuance of Additional Securities

The depositor initially will hold the residual interest in the trust and will be entitled to any amounts not needed on any payment date to make payments on the notes, or to make any other required payments or deposits in accordance with the priority of payments described in the prospectus

supplement. The depositor may exchange all or a portion of its residual interest for additional notes or certificates issued by the trust only if the following conditions are satisfied:


	•	the rights of the holders of such additional securities, when taken as a whole, are no greater than the rights of the holder of the residual interest immediately prior to the issuance of such additional securities (unless all noteholders of outstanding notes otherwise consent); and

	•	the depositor delivers a legal opinion to the indenture trustee and the owner trustee that the issuance of the additional notes or certificates will not (a) adversely affect in any material respect the interest of any noteholder, (b) cause any outstanding note to be deemed sold or exchanged, (c) cause the trust to be treated as an association or publicly traded partnership taxable as a corporation for federal income tax purposes, or (d) adversely affect the treatment of the outstanding notes as debt for federal income tax purposes.

The depositor may register the additional notes or certificates and sell them publicly or may sell them in a private placement.

Book-Entry Registration

The notes will be available only in book-entry form except in the limited circumstances described under “— Definitive Notes Only in Limited Circumstances” in this prospectus. All notes will be held in book-entry form by The Depository Trust Company, or “DTC,” in the name of Cede & Co., as nominee of DTC. Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC. Investors may hold their notes through DTC, Clearstream Banking Luxembourg S.A., or Euroclear Bank S.A./N.V., which will hold positions on behalf of their customers or participants through their respective depositories, which in turn will hold such positions in accounts as DTC participants. The notes will be traded as home market instruments in both the U.S. domestic and European markets. Initial settlement and all secondary trades will settle in same-day funds.

Investors electing to hold their notes through DTC will follow the settlement practices applicable to U.S. corporate debt obligations. Investors electing to hold global notes through Clearstream or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global notes and no “lock-up” or restricted period.

Actions of noteholders under the indenture will be taken by DTC upon instructions from its participants and all payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry notes for distribution to holders of book-entry notes in accordance with DTC’s procedures.

Investors should review the procedures of DTC, Clearstream and Euroclear for clearing, settlement and withholding tax procedures applicable to their purchase of the notes.

Definitive Notes Only in Limited Circumstances

Notes will be issued in physical form to noteholders only if:


	•	the administrator determines that DTC is no longer willing or able to discharge properly its responsibilities as depository for the notes and the administrator or the depositor is unable to reach an agreement with a qualified successor,

	•	the administrator elects to terminate the book-entry system through DTC, or

	•	after the occurrence of an Event of Default or an Event of Servicing Termination, the holders of a majority of the note balance of the Controlling Class advise the indenture trustee and the DTC in writing that they elect to terminate the book-entry system through DTC (or a successor to DTC).

Payments of principal and interest on definitive notes will be made by the indenture trustee on each payment date to registered holders of definitive notes as of the end of the preceding month. The payments will be made by check mailed to the address of the holder as it appears on the register maintained by the indenture trustee. The final payment on any definitive notes will be made only upon presentation and surrender of the definitive note at the address specified in the notice of final payment to the noteholders.

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or a note registrar. No service charge will be imposed for any registration of transfer or exchange, but the indenture trustee may require payment of an amount sufficient to cover any tax or other governmental charge imposed in connection with any transfer or exchange.

Computing the Outstanding Principal Amount of Your Notes

The monthly investor report described in the prospectus supplement will include a note factor for each class of notes that you can use to compute the portion of the principal amount outstanding on that class of notes each month. The factor for each class of notes is a seven-digit decimal indicating the remaining outstanding principal amount of that class of notes as of the applicable payment date as a percentage of its original principal amount, after giving effect to payments to be made on the payment date.

The factors for each class of notes will initially be 1.0000000 and will decline as the outstanding principal amount of the class declines. For each note, the portion of the principal amount outstanding on that class of notes can be determined by multiplying the original denomination of that note by the note factor for that class of notes.

SOME IMPORTANT LEGAL ISSUES RELATING TO THE RECEIVABLES

Security Interests in Receivables and Financed Vehicles

The transfer of the receivables to the trust, the perfection of the security interest in the receivables and the enforcement of rights to realize on the financed vehicles as collateral for the receivables will be subject to a number of federal and state laws, including the Uniform Commercial Code in effect in each state. References to state laws in this section include reference to laws of Puerto Rico.

All retail installment sale contracts acquired by Ford Credit are assigned to Ford Credit by the dealer under the terms of an assignment agreement. Each retail installment sale contract includes a grant by the obligor of a security interest in the financed vehicle. Ford Credit either takes physical possession, in the case of paper contracts, or takes and maintains control, in the case of electronic contracts, to obtain a perfected security interest in the contract against the dealer. The law regulating the process for control of electronic contracts is new and it could be determined that Ford Credit did not take or maintain control of the electronic contracts. This determination would mean that Ford Credit did not have a perfected security interest in the contracts to transfer to the trust, and this would significantly impair the trust’s ability to claim priority over others having a claim to those electronic contracts. The assignment of the receivables evidenced by the contract from Ford Credit to the depositor and from the depositor to the trust and the pledge of the receivables from the trust to the indenture trustee, is perfected, at each stage, by filing under the Uniform Commercial Code, and Ford Credit will mark its accounting records and computer systems to reflect such assignments and pledge.

Ford Credit follows procedures to perfect its security interest in the financed vehicle usually by notation of its lien on the certificate of title for the financed vehicle. These procedures require the dealer to apply for a title that includes Ford Credit’s lien immediately after Ford Credit’s purchase of a contract. The vehicle titling laws of most states also allow Ford Credit to retain possession of the certificate of title until the contract is paid in full. The procedures to perfect Ford Credit’s lien on the financed vehicle

depend on the actions of third parties, including dealers, vehicle owners and state and local motor vehicle registration authorities. If Ford Credit obtains a validly perfected security interest in the financed vehicle on a timely basis, the trust, as assignee of the receivable, will also have the benefits of this security interest in most states. To avoid the administrative burden and costs, no financed vehicles arere-registered to identify the trust as the new secured party on the certificate of title and the obligors will not be notified that their contracts have been sold. If Ford Credit does not obtain a perfected security interest in the financed vehicle due to fraud, forgery, negligence or administrative error of any third party, its security interest and, therefore, that of the trust, could be subordinated to subsequent purchasers of the financed vehicle and subsequent lenders with a perfected security interest. If the trust does not have a perfected security interest in a financed vehicle, its ability to realize on the financed vehicle following an obligor default would be adversely affected. Under the sale and servicing agreement, the servicer must take appropriate steps to maintain perfection of the security interest in the financed vehicles and must purchase the receivable if it fails to do so and the receivable is materially and adversely affected.

In most states, a perfected security interest in a financed vehicle continues for four months after the vehicle is moved to a new state from the state where it is registered and thereafter until the vehicle owner re-registers the vehicle in the new state. Ford Credit, as secured party, must surrender possession if it holds the certificate of title to the financed vehicle, or would receive notice of surrender if its security interest is noted on the certificate of title. In either case, Ford Credit would have the opportunity to continue its security interest in the financed vehicle in the new state. Similarly, when an obligor sells a financed vehicle, Ford Credit must surrender possession of the certificate of title or will receive notice as a lienholder and will have an opportunity to require repayment of the receivable before release of the lien. Under the sale and servicing agreement, the servicer must take appropriate steps to maintain perfection of the security interests in the financed vehicles and must purchase the receivable if it fails to do so and the receivable is materially and adversely affected.

In certain circumstances, the trust’s security interest in the receivable or the financed vehicle may be subordinated because federal or state law gives the holders of some types of liens, such as tax liens or mechanic’s liens, priority over even the properly perfected lien of other secured parties. In addition, if a financed vehicle is confiscated by a government agency, Ford Credit may not be able to obtain possession of the vehicle and enforce the security interest unless it completes documentation required by the agency, including a “hold harmless” agreement. Unless Ford Credit has failed to follow its policies and procedures, Ford Credit will not be required to purchase any receivable in these circumstances.

Repossession; Notice of Sale and Cure Rights

If an obligor defaults on its retail installment sale contract, the trust will have all the remedies of a secured party under the Uniform Commercial Code, except where specifically limited by other state laws. These remedies include the right to perform self-help repossession unless it would constitute a breach of the peace or unless prohibited by state law.Self-help repossession is the method used by Ford Credit in most cases and usually is accomplished by using an independent contractor to take possession of the financed vehicle. In cases where the obligor objects or raises a defense to repossession, or if otherwise required by state law, Ford Credit may have to obtain a court order before repossessing the vehicle.

If an obligor is in default on its contract, some states require that the secured party notify the obligor of the default and give the obligor a time period to cure the default prior to repossession. In Ford Credit’s experience, this right to cure is exercised by only a limited number of defaulted obligors.

The Uniform Commercial Code and other state laws require the secured party to provide the obligor with reasonable notice of the date, time, and place of any public sale and/or the date after which any private sale of the vehicle may be held. The obligor has the right to redeem the vehicle prior to sale by paying the secured party the unpaid balance of the contract plus reasonable expenses for repossessing, holding, and preparing the vehicle for disposition and arranging for the sale,

including attorney’s fees when allowed by law. In some states, the obligor has the right to reinstate the contract by payment of past due amounts and other specified amounts instead of all amounts due under the contract.

Deficiency Judgments

Ford Credit generally is required to apply the proceeds of sale of the repossessed vehicles to the expenses of resale and repossession and then to the satisfaction of the indebtedness of the obligor on the receivable. If the net proceeds from sale do not cover the full amount of the obligation, Ford Credit may seek a deficiency judgment in some states, but other states prohibit or limit such judgments. Because a deficiency judgment is an unsecured personal judgment against the obligor for the shortfall, in many cases it is not useful to seek a deficiency judgment. If a deficiency judgment is obtained, it may be settled at a significant discount.

Consumer Protection Laws

Numerous federal and state consumer protection laws impose substantial requirements upon finance companies, lenders and servicers involved in consumer finance, including Ford Credit, and impose statutory liabilities on those who fail to comply with their provisions. The most significant consumer protection laws regulating the receivables include the federalTruth-in-Lending Act and state motor vehicle retail installment sales acts that mandate financing disclosures that must be made to consumers; the federal Equal Credit Opportunity Act that prohibits creditors from discriminating on the basis of specific factors, such as race, color, sex, age and marital status in all aspects of a credit transaction, including the application process and the development and use of scoring models; the federal Fair Credit Reporting Act that regulates consumer credit reports and includes requirements on when and how creditors may obtain and use these reports; and the Gramm Leach Bliley Act and state privacy laws that require protection of certain consumer data and communication of privacy rights with consumers. State motor vehicle retail installment sales acts and other state laws regulate the fees, finance charges, collection processes and licensing requirements. In some cases, these laws could affect the trust’s ability to enforce the receivables or subject the trust to claims and defenses of the obligor including claims the obligor may assert against the motor vehicle dealer who sold the financed vehicle. In addition, courts have imposed general equitable principles on secured parties pursuing repossession of collateral or litigation involving deficiency balances. These equitable principles may relieve an obligor from some or all of the legal consequences of a default.

Ford Credit and the depositor will represent that each receivable complies in all material respects with applicable requirements of law and that each receivable is not subject to claims or defenses of the obligor. This representation is based on Ford Credit’s review of form contract terms, its review of completed contracts for errors apparent in the contract, and dealer representations of contract disclosure accuracy in agreements between Ford Credit and the dealer. If an obligor has a claim against the trust for any violation of law with respect to a receivable, such violation would constitute a breach by Ford Credit and the depositor and if such breach has a material adverse effect on any receivable, Ford Credit and the depositor would have to repurchase the receivable unless the breach is cured in all material respects by the end of any applicable grace period.

Under the terms of the Servicemembers Civil Relief Act and similar state laws, an obligor who enters military service after the origination of a retail installment sale contract is entitled to relief on a portion of the finance charges, and Ford Credit must suspend any attempts to enforce the receivable and make other adjustments to or extend the contract. Application of this law would affect adversely the ability of the servicer to collect the full finance charge on the affected receivable and to foreclose on an affected receivable during the obligor’s active military duty and sometimes even after active duty has ended. If a receivable subject to this law and similar state laws goes into default, there may be delays in pursuing remedies for default and losses on the receivable. Receivables with obligors who are in the military or who subsequently enter the military may be included in the receivables owned by

the trust and neither the depositor nor Ford Credit will be required to repurchase a receivable that becomes subject to this law and similar state laws.

Bankruptcy Limitations

U.S. bankruptcy laws affect the ability of the trust to realize upon collateral or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the U.S. federal bankruptcy law, a court may prevent a creditor from repossessing a vehicle and, as part of the plan of reorganization, reduce the amount of the secured indebtedness to the market value of the financed vehicle at the time of bankruptcy, leaving the creditor as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness. Neither the depositor nor Ford Credit will be required to repurchase a receivable that becomes subject to a bankruptcy proceeding after the cutoff date.

TAX MATTERS

General

Set forth below is a discussion of the anticipated material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes offered by this prospectus. This discussion is based upon current provisions of the Internal Revenue Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other applicable authorities. There are no cases or Internal Revenue Service, or “IRS,” rulings on similar transactions involving debt issued by a trust with terms similar to those of the notes. We cannot assure you that the IRS will not challenge the conclusions reached in this discussion, and no ruling from the IRS has been or will be sought on any of the issues discussed below. Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions set forth in this prospectus.

This discussion does not deal with all aspects of federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor, except for specific limited discussions of particular topics, to noteholders subject to special treatment under the federal income tax laws, such as financial institutions, broker-dealers, life insurance companies and tax-exempt organizations. This information is directed only to prospective purchasers who:


	•	purchase notes in the initial distribution of the notes,

	•	are citizens or residents of the United States, including domestic corporations, limited liability companies and partnerships, and

	•	hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code.

As used in this discussion, the term “U.S. noteholder” means a beneficial owner of a note that is for U.S. federal income tax purposes:


	•	a citizen or resident of the United States,

	•	a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia,

	•	an estate whose income is subject to U.S. federal income tax regardless of its source, or

	•	a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or that has made a valid election under applicable Treasury Regulations to be treated as a U.S. person.

Moreover, in this discussion, the term “U.S. noteholder” includes any noteholder whose income or gain in respect to its investment in a note is effectively connected with the conduct of a U.S. trade or business. As used in this discussion the term“non-U.S. noteholder” means a beneficial owner of a note other than a U.S. noteholder and other than a partnership.

Prospective investors are encouraged to consult with their tax advisors as to the U.S. federal, state and local, foreign and any other tax consequences to them of the purchase, ownership and disposition of notes.

Tax Characterization of the Trusts

At the time that one or more classes of notes are issued by a trust, tax counsel to the depositor identified in the prospectus supplement will opine that, assuming that the terms of the applicable trust agreement and related documents are complied with, a trust that issues one or more classes of notes to investors and the residual interest which is retained by the depositorand/or one of its affiliates will not be an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

Except as specified in the related prospectus supplement, tax counsel will also opine that the notes will be treated as debt for U.S. federal income tax purposes. If, contrary to the opinion of tax counsel, the IRS successfully asserted that one or more classes of notes did not represent debt for U.S. federal income tax purposes, such class or classes of notes might be treated as equity interests in the trust. If so treated, the trust might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, including by not being able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity). Alternatively, the trust could be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet an applicable safe harbor. Nonetheless, treatment of notes as equity interests in such a partnership could have adverse tax consequences to certain noteholders. For example, income to certain tax-exempt entities (including pension funds) would be “unrelated business taxable income,” income tonon-U.S. noteholders may be subject to United States withholding tax and United States tax return filing requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of trust expenses.

Tax Characterization and Treatment of the Notes

Characterization as Debt. For class or classes of notes, except for any class or classes which are specifically identified as receiving different tax treatment in the related prospectus supplement, tax counsel will deliver its opinion that the class or classes of notes will be treated as debt for U.S. federal income tax purposes. The depositor, the servicer and each noteholder, by acquiring an interest in a note, will agree to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.

For a discussion of the potential federal income tax consequences to noteholders if the IRS were successful in challenging the characterization of the notes for U.S. federal income tax purposes, you should read “— Tax Characterization of the Trusts” above.

Treatment of Stated Interest. Based on tax counsel’s opinion that the notes will be treated as debt for U.S. federal income tax purposes, and assuming the notes are not issued with original issue discount or “OID,” the stated interest on a note will be taxable to a noteholder as ordinary income when received or accrued in accordance with each noteholder’s method of tax accounting.

Original Issue Discount. If provided in the prospectus supplement that a class of notes is to be treated as issued with OID, a holder of any such notes must include OID in its gross income as ordinary interest income as it accrues, regardless of the holder’s regular method of accounting, under a constant yield method.

Disposition of Notes. If a noteholder sells or otherwise disposes of a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or disposition and the holder’s adjusted tax basis in the note. The holder’s adjusted tax basis will equal the holder’s cost for the note, increased by any OID and market discount previously included by such noteholder in income with respect to the note and decreased by any bond premium previously amortized and any payments of principal and OID previously received by such noteholder with respect to such note. Any gain or loss on sale or disposition will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income. Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will be short-term.

Information Reporting andBack-up Withholding. The indenture trustee will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and any amount of interest withheld for federal income taxes, except as to exempt holders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status). Each holder who is not an exempt holder will be required to provide to the indenture trustee, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject toback-up withholding. Should such a holder fail to provide the required certification, the indenture trustee will be required to withhold the tax from interest otherwise payable to the holder and pay the withheld amount to the IRS.

Tax Consequences toNon-U.S. Noteholders.Anon-U.S. noteholder who is an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf will not be subject to U.S. federal income taxes on payments of principal, premium, interest or OID on a note, unless suchnon-U.S. noteholder is a direct or indirect 10% or greater shareholder of the trust or a controlled foreign corporation related to the trust. To qualify for the exemption from taxation, the withholding agent must have received a statement from the individual or corporation that:


	•	is signed under penalties of perjury by the beneficial owner of the note,

	•	certifies that such owner is not a U.S. noteholder, and

	•	provides the beneficial owner’s name and address.

A “withholding agent” is the last U.S. payor (or anon-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the chain of payment prior to payment to anon-U.S. noteholder (which itself is not a withholding agent). Generally, this statement is made on an IRSForm W-8BEN, which is effective for the remainder of the year of signature plus three full calendar years unless a change in circumstances makes any information on the form incorrect. Notwithstanding the preceding sentence, aW-8BEN with a U.S. taxpayer identification number will remain effective until a change in circumstances makes any information on the form incorrect, provided that the withholding agent reports at least annually to the beneficial owner on IRSForm 1042-S. The beneficial owner must inform the withholding agent within 30 days of such change and furnish a newW-8BEN.

Anon-U.S. noteholder who is not an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements and is encouraged to consult its tax advisor.

Anon-U.S. noteholder whose income with respect to its investment in a note is effectively connected with the conduct of a U.S. trade or business would generally be taxed as if the holder was a U.S. noteholder provided the holder files IRSForm W-8ECI.

Certain securities clearing organizations, and other entities who are not beneficial owners, may be able to provide a signed statement to the withholding agent. However, in such case, the signed statement may require a copy of the beneficial owner’sW-8BEN (or the substitute form).

Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by anon-U.S. noteholder will be exempt from U.S. federal income and withholding tax so long as:


	•	the gain is not effectively connected with the conduct of a trade or business in the United States by thenon-U.S. noteholder, and

	•	in the case of a foreign individual, thenon-U.S. noteholder is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by anon-U.S. noteholder is effectively connected with the conduct of a trade or business in the United States by thenon-U.S. noteholder, such holder, although exempt from the withholding tax previously discussed if an appropriate statement is furnished, will generally be subject to U.S. federal income tax on the interest, gain or income at regular federal income tax rates. In addition, if thenon-U.S. noteholder is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, unless it qualifies for a lower rate under an applicable tax treaty.

State Tax Matters

Because of the variation in the tax laws of each state and locality, it is impossible to predict the tax classification of the trust or the tax consequences to the trust or to holders of notes in all of the state and local taxing jurisdictions in which they may be subject to tax. Prospective purchasers are encouraged to consult their tax advisors with respect to state and local taxation of the trust and state and local tax consequences of the purchase, ownership and disposition of notes.

ERISA CONSIDERATIONS

General Investment Considerations

The Employee Retirement Income Security Act of 1974, or “ERISA,” and the Internal Revenue Code impose certain duties and requirements on employee benefit plans and other retirement plans and arrangements (such as individual retirement accounts and Keogh plans) that are subject to Title I of ERISAand/or Section 4975 of the Internal Revenue Code, referred to as “plans,” and certain entities (including insurance company general accounts) whose assets are deemed to include assets of plans, and on persons who are fiduciaries of plans. Any person who exercises any authority or control over the management or disposition of a plan’s assets is considered to be a fiduciary of that plan. In accordance with ERISA’s general fiduciary standards, before investing in the notes, a plan fiduciary should determine, among other factors:


	•	whether the investment is permitted under the plan’s governing documents,

	•	whether the fiduciary has the authority to make the investment,

	•	whether the investment is consistent with the plan’s funding objectives,

	•	the tax effects of the investment,

	•	whether under the general fiduciary standards of investment prudence and diversification an investment in any notes of a trust is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio, and

	•	whether the investment is prudent considering the factors discussed in this prospectus and the prospectus supplement.

In addition, ERISA and Section 4975 of the Internal Revenue Code prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Internal Revenue Code. A violation of these rules may result in the imposition of significant excise taxes and other liabilities.

A fiduciary of any plan should carefully review with its legal and other advisors whether the purchase or holding of any notes could give rise to a transaction prohibited or otherwise impermissible under ERISA or Section 4975 of the Internal Revenue Code, and should read “ERISA Considerations” in both this prospectus and the prospectus supplement regarding any restrictions on the purchaseand/or holding of the notes offered by this prospectus and the prospectus supplement.

Prohibited Transactions

Whether or not an investment in the notes will give rise to a transaction prohibited or otherwise impermissible under ERISA or Section 4975 of the Internal Revenue Code will depend on the structure of the trust and whether the assets of the trust will be deemed to be “plan assets” of a plan investing in notes issued by the trust. Pursuant to a regulation issued by the U.S. Department of Labor, or the “plan assets regulation”, a plan’s assets may be deemed to include an interest in the underlying assets of the trust if the plan acquires an “equity interest” in the trust and none of the exceptions contained in the plan assets regulation are applicable. In general, an “equity interest” is defined under the plan asset regulations as any interest in an entity other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features.

The depositor believes that the notes will be treated as indebtedness without substantial equity features for purposes of the plan assets regulation. However, without regard to whether the notes are treated as debt for ERISA purposes, the purchase and holding of the notes by or on behalf of a plan could be considered to give rise to a direct or indirect prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the trust, the owner trustee, the indenture trustee, any noteholder or any of their respective affiliates, including Ford Credit, is or becomes a “party in interest” under ERISA or a “disqualified person” under Section 4975 of the Internal Revenue Code with respect to the plan. In such case, exemptions from the prohibited transaction rules could be applicable to the purchase and holding of notes by a plan depending on the type and circumstances of the plan fiduciary making the decision to purchase a note. Included among these exceptions are:


	•	prohibited transaction class exemption, or “PTCE”,84-14, regarding transactions effected by qualified professional asset managers,

	•	PTCE 90-1, regarding transactions entered into by insurance company pooled separate accounts,

	•	PTCE 91-38, regarding transactions entered into by bank collective investment funds,

	•	PTCE 95-60, regarding transactions entered into by insurance company general accounts, and

	•	PCTE96-23, regarding transactions effected by in-house asset managers.

In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code provide an exemption for certain transactions between a plan and a person that is a party in interest or disqualified person with respect to a plan solely by reason of providing services to the plan or a relationship with such a service provider (other than a party in interest or a disqualified person that is, or is an affiliate of, a fiduciary with respect to the assets of the plan involved in the transaction), provided the plan pays no more than, and receives no less than, adequate consideration in connection with the transaction. However, even if the conditions specified in one or more of the foregoing exemptions are met, the scope of relief provided by these exemptions may not necessarily cover all acts that might be construed as prohibited transactions.

Any plan that purchases and holds notes of any class will be deemed to have represented that its purchase and holding of the notes does not and will not constitute a non-exempt prohibited

transaction under ERISA or Section 4975 of the Internal Revenue Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules.

Benefit Plans Not Subject to ERISA or the Internal Revenue Code

Certain employee benefit plans, such as governmental plans, foreign plans and certain church plans (each as defined or described in ERISA) are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Internal Revenue Code. However, such plans may be subject to provisions of other federal, state, local ornon-U.S. laws or regulations that are substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code. In addition, any such plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code is subject to the prohibited transaction rules set forth in Section 503 of the Internal Revenue Code. Each plan that is subject to any laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code that purchases and holds notes will be deemed to have represented that its purchase and holding of the notes does not constitute and will not result in a violation of such similar laws or regulations.

PLAN OF DISTRIBUTION

The trust will issue the notes to the depositor and the depositor will sell the notes to the underwriters named in the prospectus supplement. In the underwriting agreement the depositor will agree to sell, and each of the underwriters will agree to purchase, a specified principal amount of one or more classes of notes, as set forth in the prospectus supplement.

The prospectus supplement (or supplemental prospectus supplement, as described below) will specify the price at which each class of notes will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of the notes or specify that the notes are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of such sale.

After the initial public offering of the notes, the public offering prices and the concessions may be changed.

The prospectus supplement, together with a supplemental prospectus supplement, also may be used by Ford Credit, or its affiliates for the sale of a class of notes originally purchased from the depositor by Ford Credit or its affiliates on or after the closing date.

The depositor and Ford Credit will indemnify the underwriters against certain civil liabilities, including liabilities under the federal securities laws, or contribute to payments the underwriters may be required to make for those liabilities.

The trust may invest the funds in its trust bank accounts in obligations issued by the underwriters or their affiliates.

In connection with the sale of the notes, the underwriters may, to the extent permitted by Regulation M under the Securities Exchange Act of 1934, engage in:


	•	over-allotments, in which members of the selling syndicate sell more notes than the seller actually sold to the syndicate, creating a syndicate short position,

	•	stabilizing transactions, in which purchases and sales of the notes may be made by the members of the selling syndicate at prices that do not exceed a specified maximum,

	•	syndicate covering transactions, in which members of the selling syndicate purchase the notes in the open market after the distribution is completed in order to cover syndicate short positions, and


	•	penalty bids, by which underwriters reclaim a selling concession from a syndicate member when any of the notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the notes to be higher than they would otherwise be. These transactions, if commenced, may be discontinued at any time.

LEGAL OPINIONS

Counsel identified in the prospectus supplement will review or provide legal opinions on certain legal matters relating to the notes of the trust for the trust, the depositor and the servicer including an opinion that the notes will be legally issued, fully paid and non-assessable and will be binding obligations of the trust, subject to customary exceptions as to enforceability. Counsel identified in the prospectus supplement will review or provide legal opinions on certain legal matters for the underwriters.

WHERE YOU CAN FIND MORE INFORMATION

The depositor, as originator of each trust, filed with the SEC a registration statement, RegistrationNo. 333-143316 under the Securities Act of 1933, for the notes offered by this prospectus. You may read and copy the registration statement and any notices, reports, statements or other materials filed by the trust, Ford Credit or the depositor at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549.

You may obtain more information about the operation of the Public Reference Room and copying costs by calling the SEC at1-800-SEC-0330. The SEC maintains a website at http://www.sec.gov where you can find reports, information statements and other information for registrants that file electronically with the SEC. You may obtain more information about Ford and Ford Credit at www.ford.com and www.fordcredit.com.

For the time period that each trust is required to report under the Securities Exchange Act of 1934, the servicer will file for each trust annual reports onForm 10-K and distribution reports onForm 10-D, any current reports onForm 8-K, and amendments to those reports with the SEC. A copy of any reports may be obtained by any noteholder by request to the indenture trustee or the depositor.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The trust “incorporates by reference” certain information it files with the SEC, which means that the trust can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information that the trust files later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the accompanying prospectus supplement. The trust incorporates by reference any monthly reports on Form 10-D and current reports on Form 8-K subsequently filed by or on behalf of the trust prior to the termination of the offering of the notes (including any market-making transactions with respect to such notes unless exempt from the registration requirements of the Securities Act).

The depositor will provide without charge to each person, including any beneficial owner of the notes, to whom a copy of this prospectus is delivered, on request of any such person, a copy of any of the documents incorporated in this prospectus or in any prospectus supplement by reference. Requests for such copies should be directed to:

Ford Credit Auto Receivables Two LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 801-C1

One American Road

Dearborn, Michigan 48126

Attention: Ford Credit SPE Management Office

Telephone number: (313) 594-3495

Fax number: (313) 390-4133

INDEX OF DEFINED TERMS FOR THE PROSPECTUS


collections			27
Controlling Class			33
credit enhancement			5
dealer discount rate			13
depositor			19
DTC			37
ERISA			44
Event of Default			33
Event of Servicing Termination			29
financed vehicles			4
Ford			4
Ford Credit			4
initial pool balance			23
IRS			41
LIBOR			31
obligors			4
OID			42
PTCE			45
plans			44
pool balance			23
Prepayments			30
principal balance			23
receivables			4
responsible person			27
SEC			31
servicer			5
trust			4

You should rely only on the information contained in or incorporated by reference into this prospectus supplement or the prospectus. Ford Credit has not authorized anyone to give you different information. You should not rely on the accuracy of the information in this prospectus supplement or the prospectus for any date other than on this date. Ford Credit is not offering the notes in any states where it is not permitted.

Ford Credit Auto

Receivables Two LLC

Depositor

Ford Motor
Credit Company LLC

Sponsor and Servicer

Dealer Prospectus Delivery Obligation. Until 90 days after the date of this prospectus supplement all dealers that effect transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Ford Credit Auto

Owner Trust 2009-E

Issuing Entity or Trust


$328,000,000Class A-2 0.80% Asset Backed Notes

$602,000,000Class A-3 1.51% Asset Backed Notes

$197,300,000Class A-4 2.42% Asset Backed Notes

PROSPECTUS SUPPLEMENT

Barclays Capital

J.P. Morgan

Morgan Stanley

Credit Suisse

HSBC

Ford Credit Auto Owner Trust 2009-E Inactive 424B2Prospectus for primary offering