ACCOUNT CONTROL AGREEMENT

ACCOUNT CONTROL AGREEMENT

between

FORD CREDIT AUTO OWNER TRUST 2009-C,

as Grantor

and

THE BANK OF NEW YORK MELLON

as Indenture Trustee

Dated as of June 1, 2009

TABLE OF CONTENTS

ACCOUNT CONTROL AGREEMENT, dated as of June 1, 2009 (this " Agreement ") among FORD CREDIT AUTO OWNER TRUST 2009-C, a Delaware statutory trust, as Grantor, THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee for the benefit of the Noteholders, (in such capacity, the " Secured Party ") and THE BANK OF NEW YORK MELLON in its capacity as both a "securities intermediary" as defined in Section 8-102 of the UCC and a "bank" as defined in Section 9-102 of the UCC (in such capacities, the " Financial Institution ").

ARTICLE I

USAGE AND DEFINITIONS

Section 1.1.          Usage and Definitions .  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of June 1, 2009, among Ford Credit Auto Owner Trust 2009-C, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.  All references to the " UCC " mean the Uniform Commercial Code as in effect in the State of New York.

ARTICLE II

ESTABLISHMENT OF COLLATERAL ACCOUNTS

Section 2.1.          Description of Account .  The Financial Institution has established the following accounts (each, a " Collateral Account "):

"Collection Account – The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2009-C" with account number 235825;

"Reserve Account – The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2009-C" with account number 235826; and

"Principal Payment Account – The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Auto Owner Trust 2009-C" with account number 235827.

Section 2.2.          Account Modifications .  Neither the Financial Institution nor the Grantor will change the name or account number of any Collateral Account without the prior written consent of the Secured Party.

Section 2.3.          Type of Account .  The Financial Institution agrees that each Collateral Account is, and will be maintained as, either (i) a "securities account" (as defined in Section 8-501 of the UCC) or (ii) a "deposit account," as defined in Section 9-102(a)(29) of the UCC).

Section 2.4.          Securities Account Provisions .  If and to the extent any Collateral Account is a securities account (within the meaning of Section 8-501 of the UCC) the Financial Institution agrees that:

(a)           all securities, financial assets or other investment property (other than cash) credited to each Collateral Account will be registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution.  In no case will any financial asset credited to any Collateral Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless the foregoing have been specially indorsed to the Financial Institution or in blank; and

(b)           all financial assets delivered to the Financial Institution pursuant to the Indenture will be promptly credited to the appropriate Collateral Account; and each item of property (whether investment property, financial asset, security or instrument) credited to any Collateral Account will be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.

ARTICLE III

SECURED PARTY CONTROL

Section 3.1.          Control for Purposes of UCC .  If the Financial Institution receives any order from the Secured Party or its authorized agent (i) directing disposition of funds in any Collateral Account or (ii) directing transfer or redemption of the financial assets relating to the Collateral Accounts (a " Secured Party Order "), the Financial Institution will comply with the Secured Party Order without further consent by the Grantor or any other person.

Section 3.2.          Conflicting Orders or Instructions .  Notwithstanding anything to the contrary contained herein, if at any time, the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor.  The Financial Institution will (i) have no obligation to investigate or inquire as to whether the Secured Party is entitled pursuant to the Indenture or otherwise to deliver any Secured Party Order and (ii) be entitled to rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the appropriate party.

ARTICLE IV

INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS

Section 4.1.          Investment of Funds .  If (i) the Financial Institution has not otherwise received a Secured Party Order regarding the investment of funds held in the Collateral Accounts by 11:00 a.m. New York time (or such other time as may be agreed between the Financial Institution and the Grantor) on the Business Day preceding a Payment Date, or (ii) a Default or Event of Default has occurred and is continuing with respect to the Not