ex10_1.htm


    
      

    

    
      Exhibit
        10.1

       

      SCHEDULE

      to
        the

      ISDA
        Master Agreement

      (1992
        Multicurrency – Cross Border)

      


      dated
        as of October 16, 2007

      


      between

      


      LEHMAN
        BROTHERS SPECIAL FINANCING INC.,

      a
        Delaware corporation

      (“Party
        A”)

      


      and

      


      FORD
        CREDIT AUTO OWNER TRUST 2007-B,

      a
        Delaware statutory trust

      (“Party
        B”)

      


      


      Part
        1.  Termination
        Provisions.

       

      
        	
                 

              	
                (a)

              	
                “Specified
                  Entity” means in relation to Party A for
                  the purpose of:

              


      

       

      
        
          	
                   

                	
                  Section
                    5(a)(v),

                	
                  Not
                    applicable.

                


        

        
          	
                   

                	
                  Section
                    5(a)(vi),

                	
                  Not
                    applicable.

                


        

        
          	
                   

                	
                  Section
                    5(a)(vii),

                	
                  Not
                    applicable.

                


        

        
          	
                   

                	
                  Section
                    5(b)(iv),

                	
                  Not
                    applicable.

                


        

        


        in
          relation to Party B for the purpose of:

        


        
          	
                   

                	
                  Section
                    5(a)(v),

                	
                  Not
                    applicable.

                


        

        
          	
                   

                	
                  Section
                    5(a)(vi),

                	
                  Not
                    applicable.

                


        

        
          	
                   

                	
                  Section
                    5(a)(vii),

                	
                  Not
                    applicable.

                


        

        
          	
                   

                	
                  Section
                    5(b)(iv),

                	
                  Not
                    applicable.

                


        

      

       

      
        	
                 

              	
                (b)

              	
                “Specified
                  Transaction” will have the meaning
                  specified in Section 14 of this Agreement unless another meaning
                  is
                  specified here: No change from Section
                  14.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  “Breach of
                  Agreement” provisions of Section 5(a)(ii),
                  the
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) and the
                  “Default under Specified
                  Transaction” provisions of Section 5(a)(v)
                  will not apply to Party B.

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  “Credit Support
                  Default” provisions of Section 5(a)(iii)
                  will not apply to Party B except that Section 5(a)(iii)(1) will
                  apply in
                  respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex.

              


      

       

      
        	
                 

              	
                (e)

              	
                The
                  “Cross
                  Default” provisions of
                  Section 5(a)(vi) will not apply to Party B and will apply to
                  Party A with a Threshold Amount equal to 3 percent of the shareholders’
                  equity (excluding deposits) of Party A’s Credit Support
                  Provider.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (f)

              	
                Bankruptcy

              


      

       

      Section
        5(a)(vii)(2),(7) and (9) will not apply to Party B.

       

      Section
        5(a)(vii)(4) will not apply to Party B to the extent any such proceeding
        or
        petition was instituted or presented by Party A or any of its
        Affiliates.

       

      Section
        5(a)(vii)(6) will not apply to Party B to the extent any such appointment
        is
        effected pursuant to the 2006-1 Basic Documents.

       

      Section
        5(a)(vii)(8) will not apply to Party B to the extent that it applies to Section
        5(a)(vii)(2),(4),(6) or (7), except to the extent such provisions are not
        disapplied with respect to Party B.

       

      
        	
                 

              	
                (g)

              	
                Tax
                  Event and Tax Event
                  Upon
                  Merger

              


      

       

      Section
        5(b)(ii) will apply, provided that the words “(x) any action taken by a taxing
        authority, or brought in a court of competent jurisdiction, on or after the
        date
        on which a Transaction is entered into (regardless of whether such action
        is
        taken or brought with respect to a party to this Agreement) or (y)” are
        hereby deleted.

       

      Section
        5(b)(iii) will apply, provided that Party A will not be entitled to designate
        an
        Early Termination Date by reason of a Tax Event Upon Merger in respect of
        which
        it is the Affected Party.

      


      Section
        6(b)(ii) will apply, provided that the words “or if a Tax Event Upon Merger
        occurs and the Burdened Party is the Affected Party” are hereby
        deleted.

      


      
        	
                 

              	
                (h)

              	
                The
                  “Credit Event Upon Merger” provisions of Section
                  5(b)(iv) will not apply to Party A or to Party
                  B.

              


      

       

      
        	
                 

              	
                (i)

              	
                The
                  “Automatic Early
                  Termination” provisions of Section
                  6(a) will not apply to Party A or to Party
                  B.

              


      

       

      
        	
                 

              	
                (j)

              	
                Payments
                  on Early Termination;
                  General.  Subject to Part 1(k)
                  below, for the purpose of Section
                  6(e):

              


      

       

      
        	
                 

              	
                (i)

              	
                Market
                  Quotation will apply unless Party A is the Affected Party and Party
                  B has
                  contracted to enter into a replacement Transaction on or prior
                  to the
                  Early Termination Date, in which event Loss will
                  apply.

              


      

       

      
        	
                 

              	
                (ii)

              	
                The
                  Second Method will apply.

              


      

       

      
        	
                 

              	
                (iii)

              	
                Notwithstanding
                  anything to the contrary set forth in the Agreement, if (1) Party
                  B
                  designates an Early Termination Date pursuant to Part 5(n), 5(o)
                  or 5(t)
                  in respect of which any Transaction is a Terminated Transaction
                  and (2)
                  Party B enters into a replacement transaction with a third party
                  on or
                  before such Early Termination Date, then (x) the amount, if any,
                  payable
                  by Party B to Party A in respect of such Early Termination Date
                  and such
                  Transaction will not exceed the amount received by Party B from
                  such third
                  party in consideration of entering into such replacement transaction
                  and
                  (y) the amount, if any, payable by Party A to Party B in respect
                  of such
                  Early Termination Date and such Transaction will not be less than
                  the
                  amount payable by Party B to such third party in consideration
                  of entering
                  into such replacement transaction.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (k)

              	
                Payments
                  on Early Termination Due to Certain
                  Events.  Notwithstanding Section 6, so long as (A)
                  an Additional Termination Event occurs pursuant to Part 1(m)(v)
                  or (vi),
                  or (B) Party A is the Affected Party in respect of a Tax Event
                  Upon Merger
                  or the Defaulting Party in respect of any Event of Default, paragraphs
                  (i)
                  to (ix) below will apply:

              


      

       

      (i)           For
        the purposes of Section 6(d)(i), Party B’s obligation with respect to the extent
        of information to be provided with its calculations is limited to information
        Party B has already received in writing which Party B is able to release
        without
        breaching any contractual obligations or the provisions of any law applicable
        to
        Party B.

       

      (ii)           The
        definition of “Market Quotation” shall be deleted in its entirety and replaced
        with the following:


      “Market
        Quotation” means, with respect to one or more Terminated
        Transactions, a Firm Offer which is (1) made by a Reference Market-maker
        that is
        an Eligible Replacement, (2) for an amount that would be paid to Party B
        (expressed as a negative number) or by Party B (expressed as a positive number)
        in consideration of an agreement between Party B and such Reference Market-maker
        to enter into a transaction (the “Replacement
        Transaction”) that would have the effect of preserving for such
        party the economic equivalent of any payment or delivery (whether the underlying
        obligation was absolute or contingent and assuming the satisfaction of each
        applicable condition precedent) by the parties under Section 2(a)(i) in respect
        of such Terminated Transactions or group of Terminated Transactions that
        would,
        but for the occurrence of the relevant Early Termination Date, have been
        required after that Date, (3) made on the basis that Unpaid Amounts in respect
        of the Terminated Transaction or group of Transactions are to be excluded
        but,
        without limitation, any payment or delivery that would, but for the relevant
        Early Termination Date, have been required (assuming satisfaction of each
        applicable condition precedent) after that Early Termination Date is to be
        included and (4) made in respect of a Replacement Transaction with commercial
        terms substantially the same as those of this Agreement (save for the exclusion
        of provisions relating to Transactions that are not Terminated
        Transactions).”

       

      (iii)           The
        definition of “Settlement Amount” shall be deleted in its entirety and replaced
        with the following:

       

      “Settlement
        Amount” means, with respect to any Early Termination Date, an
        amount (as determined by Party B) equal to:

       

      
        	
                 

              	
                (A)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the day falling ten Local Business Days after
                  the day
                  on which the Early Termination Date is designated (or such later
                  day as
                  Party B may specify in writing to Party A, which in any event will
                  not be
                  later than the Early Termination Date) (such day, the “Latest
                  Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; or

              


      

       

      
        	
                 

              	
                (B)

              	
                If
                  no Market Quotation for the relevant Terminated Transaction or
                  group of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the Latest Settlement Amount Determination
                  Day, Party
                  B’s Loss (whether positive or negative and without reference to any
                  Unpaid
                  amounts) for the relevant Terminated Transaction or group of Terminated
                  Transactions.”

              


      

       

      (iv)           For
        the purpose of paragraph (4) of the definition of Market Quotation, Party
        B
        shall determine in its sole discretion, acting in a commercially reasonable
        manner, whether a Firm Offer is made in respect of a Replacement Transaction
        with commercial terms substantially the same as those of this Agreement (save
        for the exclusion of provisions relating to Transactions that are not Terminated
        Transactions).

       

      (v)           Party
        B undertakes to use its reasonable efforts to obtain at least one Market
        Quotation before the Latest Settlement Amount Determination Day.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      (vi)           Party
        B will be deemed to have discharged its obligations under (v) above if it
        requests Party A to obtain Market Quotations, where such request is made
        in
        writing within two Local Business Days after the day on which the Early
        Termination Date is designated.

       

      (vii)           If
        Party B requests Party A in writing to obtain Market Quotations, Party A
        shall
        use its reasonable efforts to do so before the Latest Settlement Amount
        Determination Day.

       

      (viii)          Any
        amount calculated as being due in respect of an Early Termination Date will
        be
        payable in accordance with Section 6(d)(ii), provided that if such payment
        is
        owed to Party B, it will be payable on the day that notice of the amount
        payable
        is given to Party A.

       

      (ix)           If
        the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement
        will be deleted in its entirety and replaced with the following:

       

      “Second
        Method and Market Quotation. If Second Method and Market Quotation
        apply, (1) Party B shall pay to Party A an amount equal to the absolute value
        of
        the Settlement Amount in respect of the Terminated Transactions, (2) Party
        B
        shall pay to Party A the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party A and (3) Party A shall pay to Party B the Termination Currency
        Equivalent of the Unpaid Amounts owing to Party B, provided that, (i) the
        amounts payable under (2) and (3) shall be subject to netting in accordance
        with
        Section 2(c) of this Agreement and (ii) notwithstanding any other provision
        of
        this Agreement, any amount payable by Party A under (3) shall not be netted-off
        against any amount payable by Party B under (1).”

       

      
        	
                 

              	
                (l)

              	
                “Termination
                  Currency” means United States
                  Dollars.

              


      

       

      
        	
                 

              	
                (m)

              	
                Additional
                  Termination Events.  Each of the
                  following will constitute an Additional Termina­tion Event pursuant to
                  Section 5(b)(v):

              


      

       

      
        	
                 

              	
                (i)

              	
                Any
                  acceleration of the Notes pursuant to Section 5.2(a) of the Indenture
                  (provided such acceleration has not been rescinded pursuant to
                  Section
                  5.2(b) of the Indenture) and liquidation of the Indenture Trust
                  Estate
                  with Party B as the sole Affected
                  Party;

              


      

       

      
        	
                 

              	
                (ii)

              	
                Any
                  amendment or supplement to the Indenture or to the Sale and Servicing
                  Agreement that would materially adversely affect any of Party A’s rights
                  or obligations under this Agreement or any Transaction that is
                  made
                  without the consent of Party A if such consent is required, which
                  consent will not be unreasonably withheld or delayed; provided that
                  Party A’s consent will be deemed to have been given if Party A does not
                  object in writing within 10 Business Days of receipt of a written
                  request
                  for such consent, with Party B as the sole Affected
                  Party;

              


      

       

      
        	
                 

              	
                (iii)

              	
                Failure
                  of Party A to comply with the requirements of Part 5(n), with Party
                  A as
                  the sole Affected Party;

              


      

       

      
        	
                 

              	
                (iv)

              	
                Failure
                  of Party A to comply with the requirements of Part 5(s), with Party
                  A as
                  the sole Affected Party;

              


      

       

      
        	
                 

              	
                (v)

              	
                Moody’s
                  First Rating Trigger.  Party A failed to comply with the
                  requirements of Part 5(o)(ii), with Party A as the sole Affected
                  Party;

              


      

       

      
        	
                 

              	
                (vi)

              	
                Moody’s
                  Second Rating Triggers.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      (A)
        Party
        A failed to comply with the requirements of Part 5(o)(iv), with Party A as
        the
        sole Affected Party;

       

      (B)(1)
        The Moody’s Second Rating Trigger Requirements apply and 30 or more Local
        Business Days have elapsed since the last time the Moody’s Second Rating Trigger
        Requirements did not apply and (2)(a) at least one Eligible Replacement has
        made
        a Firm Offer (which remains capable of becoming legally binding upon acceptance)
        to be the transferee of a transfer to be made in accordance with Part 5(p)(ii)
        below or (b) at least one entity meeting at least the Moody’s Second Trigger
        Required Ratings has made a Firm Offer (which remains capable of becoming
        legally binding upon acceptance by the offeree) to provide an Eligible Guarantee
        in respect of all of Party A’s present and future obligations under this
        Agreement, with Party A as the sole Affected Party;

       

      
        	
                 

              	
                (vii)

              	
                Failure
                  of Party A to comply with the requirements of Part 5(t), with Party
                  A as
                  the sole Affected Party.

              


      

       

      Part
        2.  Tax
        Representations.

       

      
        	
                 

              	
                (a)

              	
                Payer
                  Tax Representations.  For the
                  purpose of Section 3(e), each of Party A and Party B makes the
                  following
                  representation:

              


      

       

      It
        is not
        re­quired by any ap­pli­ca­ble law, as modi­fied by the
        prac­tice of any relevant govern­mental revenue authority, of any
        Relevant Jurisdiction to make any deduction or withholding for or on account
        of
        any Tax from any payment (other than interest under Section 2(e), 6(d)(ii)
        or
        6(e)) to be made by it to the other party under this Agreement.  In
        making this representa­tion, it may rely on (i) the accuracy of any
        repre­sentation made by the other party pursuant to Section 3(f), (ii) the
        satisfaction of the agree­ment contained in Section 4(a)(i) or 4(a)(iii) and
        the accuracy and effectiveness of any document provided by the other party
        pursu­ant to Section 4(a)(i) or 4(a)(iii), and (iii) the satisfaction of the
        agreement of the other party contained in Section 4(d), provided that it
        will not be a breach of this representation where reliance is placed on
clause (ii) above and the other party does not deliver a form or document
        under Section 4(a)(iii) by reason of mate­rial prejudice to its legal or
        commercial position.

       

      
        	
                 

              	
                (b)

              	
                Payee
                  Tax Representations.  For the purpose of Section
                  3(f):

              


      

       

      
        	
                 

              	
                (i)

              	
                Party
                  A makes the following representations:  It is a United States
                  Person for U.S. federal income tax purposes and is duly organized
                  and
                  validly existing under the laws of the State of
                  Delaware.

              


      

       

      
        	
                 

              	
                (ii)

              	
                Party
                  B makes the following representations: It is a United States Person
                  for
                  U.S. federal income tax purposes and either (a) is a financial
                  institution
                  (within the meaning of Treasury Regulations section 1.1441-1(c)(5))
                  or (b)
                  is not acting as an agent for a person that is not a United States
                  Person
                  for U.S. federal income tax
                  purposes.

              


      

       

      Part
        3.   Agreement
        to Deliver Documents.

       

      
        	
                 

              	
                (a)

              	
                For
                  purposes of Section 4(a)(i) and (ii), each party agrees to deliver
                  the
                  following documents, as applicable:

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      
        	
                Party
                  required to deliver document

                 

              	 	
                Form/Document/Certificate

              	 	
                Date
                  by which to be delivered

              
	
                Party
                  A and Party B

              	 	
                Any
                  form or document that may be required or reasonably requested in
                  order to
                  allow the other party to make a payment under this Agreement without
                  any
                  deduction or withholding for or on account of any Tax or with such
                  deduction or withholding at a reduced rate, including IRS Form
                  W-9, Form
                  8ECI or Form W-8BEN, as applicable.

              	 	
                On
                  the date of this Agreement, and promptly upon the earlier of (i)
                  reasonable demand by the other party and (ii) learning that the
                  form or
                  document is required.

                 

              


      

      


      
        	
                 

              	
                (b)

              	
                Other
                  documents to be delivered are:

              


      

       

      
        	
                Party
                  required to deliver document

              	 	
                Form/Document/Certificate

              	 	
                Date
                  by which to be delivered

              	 	
                Covered
                  by Section 3(d) Representation

              
	
                Party
                  A

                 

                 

              	 	
                Annual
                  audited financial statements of Party A’s Credit Support Provider prepared
                  in accor­dance with gen­erally ac­cepted ac­counting
                  prin­ci­ples in the country in which the party is
                  organized.

              	 	
                Promptly
                  upon Party B’s request.

                 

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A, Party A's Credit Support Provider and Party B

                 

              	 	
                Certificate
                  or other docu­ments evidencing the author­ity of the party
                  en­tering into this Agree­ment, any Credit Support Document or a
                  Confir­mation, as the case may be, including copies of any board
                  resolutions and appropri­ate certificates of incum­bency as to the
                  of­ficers execut­ing such documents.

              	 	
                Upon
                  execution of this Agreement.

                 

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A and Party B

              	 	
                Opinions
                  of coun­sel in form and substance ac­cept­able to the other
                  party.

              	 	
                Upon
                  execution of this Agreement.

              	 	
                No

              
	 	 	 	 	 	 	 
	
                Party
                  A

              	 	
                Financial
                  data relating to Party A, as required pursuant to Part 5(s) of
                  this
                  Schedule.

              	 	
                As
                  required pursuant to Part 5(s) of this Schedule.

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A

              	 	
                Executed
                  Indemnification and Contribution Agreement, among Party A, Party
                  A's
                  Credit Support Provider, Ford Motor Credit Company LLC and Ford
                  Credit
                  Auto Receivables Two LLC, relating to Party A’s furnished information for
                  use in the Prospectus.

              	 	
                At
                  or promptly following execution of this Agreement.

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  B

              	 	
                Copies
                  of executed Indenture and Sale and Servicing Agreement.

              	 	
                Upon
                  execution of such agreements.

              	 	
                No

              
	 	 	 	 	 	 	 
	
                Party
                  A

              	 	
                Guarantee
                  by Lehman Brothers Holdings Inc. in form and substance acceptable
                  to Party
                  B.

              	 	
                At
                  or promptly following execution of this Agreement.

              	 	
                No

              
	 	 	 	 	 	 	 
	
                Party
                  A

              	 	
                Opinion
                  of coun­sel of Guarantor re: the Guarantee in form and substance
                  ac­cept­able to Party B.

              	 	
                At
                  or promptly following execution of this Agreement.

              	 	
                No

              
	 	 	 	 	 	 	 
	
                Party
                  B

              	 	
                Any
                  proposed amendment, modification or supplement required to be delivered
                  to
                  Party A under Part 5(i).

              	 	
                As
                  required under Part 5(i).

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  B

              	 	
                Monthly
                  servicing reports.

              	 	
                On
                  or about the 15th
                  day of each
                  month if not publicly available

              	 	
                No

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Part
        4.  Miscellaneous

       

      
        	
                 

              	
                (a)

              	
                Addresses
                  for Notices:

              


      

       

      (1)   
        TO
        PARTY A:

      


      For
        the
        purpose of Section 12(a), notices will be delivered to the address or facsimile
        number specified in the Confirmation of such Transaction.  Any notice
        delivered for purposes of Sections 5, 6 and 7 will be delivered to the following
        address:

      


      Lehman
        Brothers Special Financing Inc.

      c/o
        Lehman Brothers Inc.

      Corporate
        Advisory Division

      Transaction
        Management Group

      745
        Seventh Avenue

      New
        York,
        New York 10019

      


      Attention:  Documentation
        Manager

      Telephone
        No.: (212) 526-7187

      Facsimile
        No.: (212) 526-7672

      


      (2)   
        TO
        PARTY B:

      


      For
        the
        purpose of Section 12(a), notices will be delivered to the address or facsimile
        number specified in the Confirmation of such Transaction.  Any notice
        delivered for purposes of Sections 5, 6 and 7 will be delivered to the following
        address:

      


      U.S.
        Bank
        Trust National Association,

         as
        Owner Trustee for

         Ford
        Credit Auto Owner Trust 2007-B

      300
        Delaware Avenue, Ninth Floor

      Wilmington,
        Delaware 19801

      Attn:  Corporate
        Trust Department

      Telephone:
        (302) 576-3700

      Fax:  (302)
        576-3717


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      with
        copies to:

      


      The
        Bank
        of New York,

         as
        Indenture Trustee for

         Ford
        Credit Auto Owner Trust 2007-B

      101
        Barclay Street

      Floor
        8
        West

      New
        York,
        New York 10286

      Attn:
        Structured Finance Services -

      Asset
        Backed Securities, Ford 2007-B

      Telephone:  (212)
        815-4389

      Fax:  (212)
        815-2493

      


      and

      


      Ford
        Motor Credit Company LLC

      One
        American Road, Suite 2411

      Dearborn,
        Michigan  48126

      Attention:  Corporate
        Secretary

      Telephone:  (313)
        323-1200

      Fax:  (313)
        248-7613

      


      and

      


      Ford
        Motor Credit Company LLC

      c/o
        Ford
        Motor Company WHQ

      One
        American Road, Suite 801-C1

      Dearborn,
        Michigan 48126

      Attention:
        Securitization Operations Supervisor

      Telephone:
        (313) 594-3495

      Fax:
        (313) 390-4133

      


      
        	
                 

              	
                (b)

              	
                Process
                  Agent.  For the purpose of Section
                  13(c):

              


      

       

      Party
        A
        appoints as its Process Agent:Not
        applicable.

      


      Party
        B
        appoints as its Process Agent:   Not applicable.

      


      
        	
                 

              	
                (c)

              	
                Offices.  The
                  provisions of Section 10(a) will
                  apply.

              


      

       

      
        	
                 

              	
                (d)

              	
                Multibranch
                  Party.  For the purpose of
                  Section 10:

              


      

       

      
        	
                 

              	
                (i)

              	
                Party
                  A is not a Multibranch Party.

              


      

       

      
        	
                 

              	
                (ii)

              	
                Party
                  B is not a Multibranch Party.

              


      

       

      
        	
                 

              	
                (e)

              	
                Calculation
                  Agent.  The Calculation Agent is Party
                  B.

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (f)

              	
                Governing
                  Law.  This Agreement will be
                  governed by and construed in accordance with the laws of the State
                  of New
                  York.

              


      

       

      
        	
                 

              	
                (g)

              	
                Single
                  Agreement. Section 1(c) will be amended by the addition of
                  the words “, the credit support annex entered into between Party A and
                  Party B in relation to this Master Agreement” after the words “Master
                  Agreement”.

              


      

       

      
        	
                 

              	
                (h)

              	
                Netting
                  of Payments.  Subparagraph (ii)
                  of Section 2(c) will apply to all Transactions under this
                  Agreement.

              


      

       

      
        	
                 

              	
                (i)

              	
                “Affiliate”
                  will have the meaning specified in Section
                  14.

              


      

       

      
        	
                 

              	
                (j)

              	
                Waiver
                  of Jury Trial.  Each party
                  waives, to the fullest extent permitted by applicable law, its
                  right to
                  have a jury trial in respect to any proceedings related to this
                  Agreement.  Each party certifies that no representative, agent
                  or attorney of the other party has represented, expressly or otherwise,
                  that such other party would not, in the event of such a suit, action
                  or
                  proceeding, seek to enforce the foregoing
                  waiver.

              


      

       

      
        	
                 

              	
                (k)

              	
                The
                  definition of “Local Business Day” in Section 14
                  will be amended by the addition of the words “or any Credit
                  Support Document” after “Section 2(a)(i)” and the addition of the
                  words “or Credit Support Document” after
                  “Confirmation”.

              


      

       

      Part
        5.   Other
        Provisions.

       

      
        	
                 

              	
                (a)

              	
                Non-Reliance.  In
                  connection with the negotiation of, the entering into, and the
                  execution
                  of this Master Agreement, any Credit Support Document to which
                  it is a
                  party, each Transaction and any other documentation relating to
                  this
                  Master Agreement to which it is a party or that is required by
                  this Master
                  Agreement to deliver, each of Party A and Party B represents and
                  agrees
                  that:

              


      

       

      
        	
                 

              	
                (i)

              	
                it
                  is not relying (for the purposes of making any investment decision
                  or
                  otherwise) upon any advice, counsel or representations (whether
                  written or
                  oral) of the other party to this Master Agreement, such Credit
                  Support
                  Docu­ment, each Transaction or such other documentation other than the
                  representa­tions expressly set forth in this Master Agree­ment,
                  such Credit Support Document and in any
                  Confirmation;

              


      

       

      
        	
                 

              	
                (ii)

              	
                it
                  has consulted with its own legal, regulatory, tax, business, investment,
                  financial and accounting advisors to the extent it has deemed necessary,
                  and it has made its own investment, hedging and trading decisions
                  (including deci­sions regarding the suitability of any Transaction
                  pursuant to this Master Agreement) based upon its own judgment
                  and upon
                  any advice from such advisors as it has deemed necessary and not
                  upon any
                  view expressed by the other party to this Master Agreement, such
                  Credit
                  Support Document, each Transaction or such other
                  documentation;

              


      

       

      
        	
                 

              	
                (iii)

              	
                it
                  has a full understanding of all the terms, conditions and risks
                  (economic
                  and other­wise) of the Master Agreement, such Credit Support Document,
                  each Transaction and such other documentation and is capable of
                  assuming
                  and willing to, and will, assume (financially and otherwise) those
                  risks;

              


      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (iv)

              	
                it
                  is an “eligible contract participant” as defined in Section 1a(12) of the
                  Commodity Exchange Act (7 U.S.C. 1a), as amended by the Commodity
                  Futures
                  Modernization Act of 2000;

              


      

       

      
        	
                 

              	
                (v)

              	
                it
                  is entering into this Master Agreement, such Credit Support Document,
                  each
                  Transac­tion and such other documentation for the purposes of managing
                  its borrowings or investments, hedging its underlying assets or
                  liabilities or in connection with a line of
                  business;

              


      

       

      
        	
                 

              	
                (vi)

              	
                it
                  is entering into this Master Agreement, such Credit Support Document,
                  each
                  Transac­tion and such other documentation as principal, and not as
                  agent or in any other capacity, fiduciary or otherwise;
                  and

              


      

       

      
        	
                 

              	
                (vii)

              	
                the
                  other party to this Master Agreement, such Credit Support Document,
                  each
                  Transac­tion and such other documentation (a) is not acting as a
                  fiduciary or financial, investment or commodity trading advisor
                  for it,
                  (b) has not given to it (directly or indirectly through any other
                  person)
                  any assurance, guaranty or representation whatsoever as to the
                  merits
                  (either legal, regulatory, tax, finan­cial, accounting or otherwise)
                  of this Master Agree­ment, such Credit Support Document, each
                  Transaction or such other documentation, and (c) has not committed
                  to
                  unwind the Transactions.

              


      

       

      
        	
                 

              	
                (b)

              	
                Tax
                  Provisions.

              


      

       

      
        	
                 

              	
                (i)

              	
                Notwithstanding
                  the definition of “Indemnifiable Tax” in Section 14 of this Agreement, in
                  relation to payments by Party A, any Tax shall be an Indemnifiable
                  Tax
                  and, in relation to payments by Party B, no Tax shall be an Indemnifiable
                  Tax.

              


      

       

      
        	
                 

              	
                (ii)

              	
                Section
                  2(d)(i)(4) of this Agreement shall be deleted in its entirety and
                  replaced
                  with the words “if such Tax is an Indemnifiable Tax, pay to Y, in addition
                  to the payment which Y is otherwise entitled under this Agreement,
                  such
                  additional amount as is necessary to ensure that the net amount
                  actually
                  received by Y (free and clear of Indemnifiable Taxes, whether against
                  X or
                  Y) will equal the full amount Y would have received had no such
                  deduction
                  or withholding been required”.

              


      

       

      
        	
                 

              	
                (c)

              	
                Additional
                  Representation by Party A.   Section 3 is
                  amended by adding the following additional representation by Party
                  A
                  only:

              


      

       

      “(h)           Pari
        Passu.  Its obligations under this Agreement rank pari
        passu with all of its other unsecured, unsubordinated obligations except
        those
        obligations preferred by operation of law.”

       

      
        	
                 

              	
                (d)

              	
                No
                  Petition.  Party A covenants and
                  agrees that prior to the date that is one year and one day after
                  the
                  payment in full of (i) all of the Notes and any other securities
                  issued by
                  Party B and (ii) any other securities issued by a trust as to which
                  Ford
                  Credit Auto Receivables Two LLC is a depositor (or, if later, the
                  expiration of all applicable preference periods under the United
                  States
                  Bankruptcy Code or other applicable law), it will not institute
                  against,
                  or join with any other Person in instituting against, Party B or
                  Ford
                  Credit Auto Receivables Two LLC any bankruptcy, reorganization,
                  arrangement, insolvency or liquidation proceedings or other proceedings
                  under United States federal or state bankruptcy or similar law
                  in
                  connection with any obligations under this Agreement.  The
                  provisions of this paragraph will survive the termination of this
                  Agreement.

              


      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (e)

              	
                Limited
                  Recourse;
                  Subordination.

              


      

       

      
        	
                 

              	
                (i)

              	
                Notwithstanding
                  anything to the contrary contained in this Agreement, the obligations
                  of
                  Party B under this Agree­ment and any Transaction hereunder are solely
                  the obligations of Party B and will be payable solely to the extent
                  of
                  funds received by and available to Party B in accordance with the
                  priority
                  of payment provisions under the Indenture and on the Payment Dates
                  specified therein.  Party A acknowledges that Party B has
                  pledged its assets constituting the Indenture Trust Estate to the
                  Indenture Trustee.  Upon exhaustion of the assets of Party B and
                  the proceeds thereof in accordance with the Indenture and the Sale
                  and
                  Servicing Agreement, Party A will not be entitled to take any further
                  steps against Party B to recover any sums due but unpaid under
                  this
                  Agreement, all claims in respect of which will be
                  extinguished.  No recourse may be taken for the payment of any
                  amount owing in respect of any obligation of, or claim against,
                  Party B
                  arising out of or based upon this Agreement or any Transaction
                  against any
                  holder of a bene­ficial interest, employee, officer or Affiliate of
                  Party B and, except as specifically provided in this Agreement,
                  no
                  recourse may be taken for the payment of any amount owing in respect
                  of
                  any obligation of, or claim against, Party B based on or arising
                  out of
                  this Agreement against the Administrator (as defined in the Administration
                  Agreement), Ford Credit Auto Receivables Two LLC or any stockholder,
                  holder of a beneficial interest, employee, officer, director, incorporator
                  or Affiliate of such person; provided, however, that the
                  foregoing will not relieve any such person or entity from any liability
                  they might otherwise have as a result of their gross negligence
                  or willful
                  misconduct.

              


      

       

      
        	
                 

              	
                (ii)

              	
                The
                  parties intend that Part 5(e)(i) of this Schedule constitute an
                  enforceable subordination agreement under Section 510(a) of the
                  Bankruptcy
                  Code and will survive the termination of this
                  Agreement.

              


      

       

      
        	
                 

              	
                (f)

              	
                Party
                  B Pledge.  Notwithstanding
                  Section 7 to the contrary, Party A acknowledges that (i) Party
                  B will
                  pledge its rights under this Agreement to the Indenture Trustee
                  for the
                  benefit of the Noteholders and the Swap Counterparties pursuant
                  to the
                  Indenture and agrees to such pledge and (ii) Party A (as a Secured
                  Party
                  under the Basic Documents) has no voting rights in connection with
                  any
                  action to be taken on behalf of the Secured Parties.  The
                  Indenture Trustee will not be deemed to be a party to this Agreement,
                  provided, however, the Indenture Trustee, acting on behalf
                  of the holders of the Notes, will have the right to enforce this
                  Agreement
                  against Party A.  Party A will be entitled to rely on any notice
                  or communication from the Indenture Trustee to that
                  effect.  Party A acknowledges that Party B will pledge
                  substantially all its assets to the Indenture Trustee for the benefit
                  of
                  the Noteholders and Party A and that all payments hereunder, including
                  payments on early termination, will be made in accordance with
                  the
                  priority of payment provisions of the Indenture and the Sale and
                  Servicing
                  Agreement and on the Payment Dates specified
                  therein.

              


      

       

      
        	
                 

              	
                (g)

              	
                Severability.  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, will be held
                  to be
                  invalid or unenforceable (in whole or in part) for any reason,
                  the
                  remaining terms, provisions, covenants, and conditions hereof will
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties to this Agreement.

              


      

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (h)

              	
                Recording
                  of Conversations.  Each party (i)
                  consents to the recording of the telephone conversa­tions of the
                  trad­ing and marketing personnel of the parties in connec­tion
                  with this Agreement and any potential or actual Transac­tion and (ii)
                  agrees to obtain any necessary con­sent of, and to give notice of such
                  recording to, its personnel.

              


      

       

      
        	
                 

              	
                (i)

              	
                Consent
                  by Party A to Amendments to Certain
                  Documents.  Before any amendment,
                  modification or supplement is made to the Indenture or the Purchase
                  Agreement or the Sale and Servicing Agreement that (i) would materially
                  adversely affect any of Party A’s rights or obligations under this
                  Agreement or any Transaction or (ii) modify the obligations or
                  impair the
                  ability of Party B to fully perform any of Party B’s obligations under
                  this Agreement or any Transaction in such a way that would materially
                  adversely affect any of Party A’s rights or obligations under this
                  Agreement or any Transaction, Party B will provide Party A with
                  a copy of
                  the proposed amendment, modification or supplement and will, where
                  such
                  consent is required, obtain the consent of Party A prior to its
                  adoption,
                  which consent will not be unreasonably withheld or delayed, provided
                  that
                  Party A’s consent will be deemed to have been given if Party A does not
                  object in writing within 10 Business Days of receipt of a written
                  request
                  for such consent.

              


      

       

      
        	
                 

              	
                (j)

              	
                Set-off.  

              


      

       

      
        	
                 

              	
                (i)

              	
                All
                  payments under this Agreement will be made without set-off or
                  counterclaim, except as expressly provided for in Section 2(c),
                  Section 6
                  or Part 1(k)(ix).

              


      

      


      
        	
                 

              	
                (ii)

              	
                Section
                  6(e) will be amended by the deletion of the following sentence;
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”

              


      

      


      
        	
                 

              	
                (k)

              	
                Limitation
                  of Liability of Owner Trustee.  Notwithstanding
                  anything contained in this Agreement to the contrary, this instrument
                  (and
                  any Confirmation pursuant to this instrument) has been or will
                  be signed
                  on behalf of Party B by U.S. Bank Trust National Association not
                  in its
                  individual capacity but solely in its capacity as Owner Trustee
                  of Party B
                  and in no event will U.S. Bank Trust National Association in its
                  individual capacity or any beneficial owner of Party B have any
                  liability
                  for the representations, warranties, covenants, agreements or other
                  obligations of Party B under this Agreement or under any such
                  Confirmation, as to all of which recourse will be had solely to
                  the assets
                  of Party B.  For all purposes of this Agreement and any
                  Confirmation, in the performance of any duties or obligations of
                  Party B
                  hereunder, the Owner Trustee will be subject to, and entitled to
                  the
                  benefits of, the terms and provisions of the Trust Agreement;
                  provided, however, that the foregoing will not relieve the
                  Owner Trustee from any liability it might otherwise have under
                  the Trust
                  Agreement as a result of its gross negligence or willful
                  misconduct.

              


      

       

      
        	
                 

              	
                (l)

              	
                Definitions.  Unless
                  otherwise
                  specified in a Confirmation, this Agreement and the relevant Transaction
                  between the parties are subject to the 2000 ISDA Definitions (the
                  “Definitions”), as published by the International Swaps and Derivatives
                  Association, Inc., and will be governed in all relevant respects
                  by the
                  provisions set forth in the Definitions, without regard to any
                  amendment
                  to the Definitions subsequent to the date hereof.  The
                  provisions of the Definitions are incorpo­rated by reference in and
                  will be deemed a part of this Agreement, except that references
                  in the
                  Definitions to a “Swap Transaction” will be deemed references to a
                  “Transaction” for purposes of this Agreement.  In the event of
                  any inconsistency between the provisions of this Agreement and
                  the
                  Definitions, this Agreement will prevail.  In the event of any
                  inconsistency between the provision of any Confirmation and this
                  Agreement
                  or the Definitions, such Confirmation will prevail for the purpose
                  of the
                  relevant Transaction. 

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      For
        the
        purpose of this Agreement:

       

      “Credit
        Support Annex” means any credit support annex entered into between
        Party A and Party B relating to this Agreement, as amended, supplemented
        or
        otherwise modified from time to time.

       

      “Credit
        Support Document” means the Credit Support Annex and any Eligible
        Guarantee for Party A, including the Guarantee of Lehman Brothers Holdings
        Inc.

       

      “Credit
        Support Provider” means in relation to Party A, (1) Party
        A in its capacity as a party to the Credit Support Annex and (2) Lehman Brothers
        Holdings Inc. and the guarantor under any Eligible Guarantee, and in relation
        to
        Party B, Party B in its capacity as a party to the Credit Support
        Annex.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      “Eligible Guarantee”
        means an unconditional and irrevocable guarantee that is provided by a guarantor
        that is a Financial Institution as principal debtor rather than surety and
        is
        directly enforceable by Party B, where either (A) a law firm has given a
        legal
        opinion confirming that none of the guarantor’s payments to Party B under such
        guarantee will be subject to withholding for tax or (B) such guarantee provides
        that, in the event that any of such guarantor’s payments to Party B are subject
        to withholding for tax, such guarantor is required to pay such additional
        amount
        as is necessary to ensure that the net amount actually received by Party
        B (free
        and clear of any withholding tax) will equal the full amount Party B would
        have
        received had no such withholding been required.

      


      “Eligible
        Replacement” means a Financial Institution (i)(A) having the
        Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger
        Required Ratings or (B) whose present and future obligations owing to Party
        B
        are guaranteed pursuant to an Eligible Guarantee provided by a guarantor
        having
        the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger
        Required Ratings, and (ii)(A) having the S&P First Trigger Required Ratings
        and/or the S&P Second Trigger Required Ratings or (B) whose present and
        future obligations owing to Party B are guaranteed pursuant to an Eligible
        Guarantee provided by a guarantor having the S&P First Trigger Required
        Ratings and/or the S&P Second Trigger Required Ratings, and (iii)(A) having
        the Fitch First Trigger Required Ratings or (B) whose present and future
        obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee
        provided by a guarantor having the Fitch First Trigger Required
        Ratings.

      


      “Financial
        Institution” means a bank, broker/dealer, insurance company,
        structured investment vehicle or derivative product company.

      


      “Firm
        Offer” means an offer which, when made, was capable of becoming
        legally binding upon acceptance.

      


      “Moody’s
        Short-term Rating” means a rating assigned by Moody’s under its
        short-term rating scale in respect of an entity’s short-term, unsecured and
        unsubordinated debt obligations

      


      “Relevant
        Entities” means Party A and any guarantor under an Eligible
        Guarantee in respect of all of Party A’s present and future obligations under
        this Agreement.

      


      
        	
                 

              	
                (m)

              	
                Additional
                  Defined Terms. Capitalized terms used but not
                  defined in this Agreement (including this Schedule) or any Confirmation
                  are defined in the Sale and Servicing Agreement, dated as of October
                  1,
                  2007 (including Appendix A to such Sale and Servicing Agreement),
                  as
                  amended, supplemented or otherwise modified, among Party B, Ford
                  Motor
                  Credit Company LLC, as Servicer, and Ford Credit Auto Receivables
                  Two LLC,
                  as Depositor.

              


      

       

      
        	
                 

              	
                (n)

              	
                Downgrade
                  or Withdrawal of Party A’s Rating by
                  Fitch. 

              


      

       

      (i)           Fitch
        First Rating Trigger.  If no Relevant Entity has a short
        term unsecured debt rating of “F1” or better or a long term unsecured debt
        rating of “A” or better by Fitch (such rating thresholds, the “Fitch
        First Trigger Required
Ratings”
and
        such failure, the “Fitch First Rating
Trigger”)
        and the Fitch Second Rating
        Trigger has not occurred, then within 30 calendar days of such failure (or
        on
        the date of this Agreement, if no Relevant Entity has the Fitch First Trigger
        Required Ratings as of the date of this Agreement), Party A will, at its
        own
        cost, (A) post collateral in the amount and manner as set forth in the
        Credit Support Annex, (B) procure an Eligible Guarantee in respect of all
        of Party A’s present and future obligations under this Agreement to be provided
        by a guarantor having the Fitch First Trigger Required Ratings and which
        procurement will not be effective without the prior written confirmation
        of
        Fitch that such procurement will not cause Fitch to reduce or withdraw its
        then
        current rating on the Notes, (C) effect a transfer in accordance with Part
        5(p)(ii) above or (D) establish any other arrangement satisfactory to Party
        B
        and to Fitch as to not cause Fitch to reduce or withdraw its then current
        rating
        on the Notes.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      (ii)           Fitch
        Second Rating Trigger.  If no Relevant Entity has a short
        term unsecured debt rating of “F3” or better or a long term unsecured debt
        rating of “BBB-” or better by Fitch (such rating thresholds, the
“Fitch Second Trigger Required Ratings” and such
        failure, the “Fitch Second
Rating
        Trigger”), then within 30
        calendar days of such failure, Party A will, at its own cost, procure either
        (A)
        an Eligible Guarantee in respect of all of Party A’s present and future
        obligations under this Agreement to be provided by a guarantor having the
        Fitch
        First Trigger Required Ratings and which procurement will not be effective
        without the prior written confirmation of  Fitch that such procurement
        will not cause Fitch to reduce or withdraw its then current rating on the
        Notes
        or (B) a transfer in accordance with Part 5(p)(ii) above; provided that Party
        A
        will promptly post collateral in the amount and manner as set forth in the
        Credit Support Annex while a replacement or guarantor is being
        sought.

       

      
        	
                 

              	
                (o)

              	
                Downgrade
                  or Withdrawal of Party
                  A’s Rating by
                  Moody’s.

              


      

       

      (i)           An
        entity shall have the “Moody’s First
        Trigger Required Ratings”
(A) where such entity
        is the subject of a Moody’s Short-term Rating, if such
        rating is “Prime-1” and its long-term, unsecured and unsubordinated debt
        obligations are rated “A2” or above by Moody’s and (B) where such entity is not
        the subject of a Moody’s Short-term Rating, if its long-term, unsecured and
        unsubordinated debt obligations are rated “A1” or above by Moody’s.

       

      (ii)           The
        “Moody’sFirst Rating Trigger
        Requirements” shall apply so long as no Relevant Entity has the
        Moody’s First Trigger Required Ratings.  Within 30 Local Business Days
        after the Moody’s First Rating Trigger Requirements apply, Party A will, at its
        own cost, (A) procure an Eligible Guarantee in respect of all of Party A’s
        present and future obligations under this Agreement to be provided by a
        guarantor meeting the Moody’s First Trigger Required Ratings, (B) effect a
        transfer in accordance with Part 5(p)(ii) below or (C) post collateral in
        the
        amount and manner as set forth in the Credit Support Annex.

      


      (iii)           An
        entity shall have the “Moody’sSecond
        Trigger Required Ratings” (A) where such entity is the subject of
        a Moody’s Short-term Rating, if such rating is “Prime-2” or above and its
        long-term, unsecured and unsubordinated debt obligations are rated “A3” or above
        by Moody’s and (B) where such entity is not the subject of a Moody’s Short-term
        Rating, if its long-term, unsecured and unsubordinated debt obligations are
        rated “A3” or above by Moody’s.

      


      (iv)           The
        “Moody’s Second Rating Trigger
        Requirements” shall apply so long as no Relevant Entity has the
        Moody’s Second Trigger Required Ratings. Within 30 Local Business Days
        after the Moody’s Second Rating Trigger Requirements apply, Party A
        will post collateral in the amount and manner as set forth in the Credit
        Support
        Annex.  Party A will also, at its own cost, use commercially
        reasonable efforts to, as soon as reasonably practicable, procure either
        (A) an
        Eligible Guarantee in respect of all of Party A’s present and future obligations
        under this Agreement to be provided by a guarantor meeting at least the
        Moody’s Second Trigger Required Ratings or (B) a transfer in accordance
        with Part 5(p)(ii) below.

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (p)

              	
                Transfers.

              


      

       

      (i)           Section
        7 of this Agreement shall not apply to Party A and, subject to Section 6(b)(ii)
        and clause (ii) below, Party A may not transfer (whether by way of security
        or
        otherwise) any interest or obligation in or under this Agreement without
        (x) the
        prior written consent of Party B, which consent not to be unreasonably withheld
        or delayed, and (y) complying with Part 5(q) below.  Notwithstanding
        the foregoing, any transfer by Party A to any Affiliate of Lehman Brothers
        Holdings Inc. (“LBHI”) is acceptable to Party B and does not require the consent
        of Party B if such transfer is guaranteed by LBHI (such guarantee to be
        identical to the Guarantee provided by LBHI on the date of this Agreement)
        and
        is an Eligible Replacement and otherwise meets the requirements of the Rating
        Agencies.

       

      (ii)           Subject
        to clause (i) above, Party A may (at its own cost) transfer all or substantially
        all of its rights and obligations with respect to this Agreement to any other
        entity (a “Transferee”) that is an Eligible
        Replacement and which agrees to the same terms and conditions as those existing
        under this Agreement, provided that Party B shall determine in its sole
        discretion, acting in a commercially reasonable manner, whether or not a
        transfer relates to all or substantially all of Party A’s rights and obligations
        under this Agreement. Following such transfer, all references to Party A
        shall
        be deemed to be references to the Transferee.

       

      (iii)           If
        an entity has made a Firm Offer (which remains capable of becoming legally
        binding upon acceptance) to be the transferee of a transfer to be made in
        accordance with (ii) above, Party B shall (at Party A’s cost) at Party A’s
        written request, take any reasonable steps required to be taken by it to
        effect
        such transfer.

       

      
        	
                 

              	
                (q)

              	
                Approval
                  of Amendments, Transfers or
                  Assignment.  Notwithstanding any
                  other provisions of this Agreement, no amendments to this Agree­ment
                  will be effected, nor may the rights and obligations of Party A
                  be
                  transferred or as­signed, without the prior writ­ten
                  con­fir­ma­tion of each Rating Agen­cy that such
                  amend­ment, transfer or assignment will not cause such Rating Agency
                  to reduce or withdraw its then current rating on any of the
                  Notes.

              


      

       

      
        	
                 

              	
                (r)

              	
                Party
                  B Agent. Party A acknowledges
                  that Party B has appointed Ford Motor Credit Company LLC as its
                  agent
                  under the Administration Agreement to carry out certain functions
                  on
                  behalf of Party B, and that Ford Motor Credit Company LLC shall
                  be
                  entitled to give notices and to perform and satisfy the obligations
                  of
                  Party B hereunder on behalf of Party
                  B.

              


      

       

      
        	
                 

              	
                (s)

              	
                Regulation
                  AB Financial
                  Disclosure.

              


      

       

      Party
        A
        acknowledges that for so long as there are reporting obligations with respect
        to
        any Transaction under this Agreement under Regulation AB, the Depositor is
        required under Regulation AB to disclose certain information set forth in
        Regulation AB regarding Party A or its group of affiliated entities, if
        applicable, depending on the aggregate “significance percentage” of this
        Agreement and any other derivative contracts between Party A or its group
        of
        affiliated entities, if applicable, and Party B, as calculated from time
        to time
        in accordance with Item 1115 of Regulation AB.

       

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      If
        the
        Depositor determines, reasonably and in good faith, that the “significance
        percentage” of this Agreement has increased to 9%, then on any Business Day
        after the date of such determination the Depositor may request from Party
        A the
        same information set forth in Item 1115(b) of Regulation AB that would have
        been
        required if the significance percentage had in fact  increased to 10%
        (such request, a “Swap Financial Disclosure Request” and such requested
        information, subject to the last sentence of this paragraph, the “Swap Financial
        Disclosure”).  Party A and Party B further agree that the Swap
        Financial Disclosure provided to meet the Swap Financial Disclosure Request
        will
        be the information set forth in Item 1115(b)(1) or Item 1115(b)(2) of Regulation
        AB, as applicable, and as specified by Party B.

       

      Upon
        the
        occurrence of a Swap Financial Disclosure Request, Party A, at its own expense,
        shall within 30 days after receipt of such Swap Financial Disclosure
        Request (or within 10 days after Party A being informed of the
        significance percentage reaching 10% after such Swap Financial Disclosure
        Request): (i) provide the Depositor with the Swap Financial Disclosure,
        (ii) subject to Rating Agency Confirmation and approval by Party B (which
        approval will not be unreasonably withheld), secure another entity to replace
        Party A as party to this Agreement on terms substantially similar to this
        Agreement which entity is able and will provide the Swap Financial Disclosure
        for such entity within the time period specified above or (iii) subject to
        Rating Agency Confirmation and approval by Party B (which approval will not
        be
        unreasonably withheld), obtain a guaranty of Party A’s obligations under this
        Agreement from an affiliate of Party A that is able to provide the Swap
        Financial Disclosure for such affiliate, such that disclosure provided in
        respect of the affiliate will satisfy any disclosure requirements applicable
        to
        Party A, and cause such affiliate to provide Swap Financial Disclosure within
        the time period specified above.  If permitted by Regulation AB, any
        required Swap Financial Disclosure may be provided by incorporation by reference
        from reports filed pursuant to the Exchange Act.

       

      
        	
                 

              	
                (t)

              	
                Downgrade
                  or Withdrawal of Party A’s Rating by
                  S&P.

              


      

       

      (i)           S&P
        First Rating Trigger.  If no Relevant Entity has a short
        term unsecured debt rating of “A-1” or better by S&P or, if no Relevant
        Entity has a short term unsecured debt rating by S&P, a long term unsecured
        debt rating of “A+” or better by S&P (such rating thresholds, the
“S&P First Trigger Required
Ratings”
and
        such failure, the “S&P First Rating
Trigger”) and the S&P Second Rating
        Trigger has not occurred, then within 10 Local Business Days of such failure
        (or
        on the date of this Agreement, if no Relevant Entity has the S&P First
        Trigger Required Ratings as of the date of this Agreement), Party A will,
        at its
        own cost, post collateral in the amount and manner as set forth in the
        Credit Support Annex.  Party A may also, at its own cost, procure
        either (A) an Eligible Guarantee in respect of all of Party A’s present and
        future obligations under this Agreement to be provided by a guarantor having
        the
        S&P First Trigger Required Ratings and which procurement will not be
        effective without the prior written confirmation of S&P that such
        procurement will not cause S&P to reduce or withdraw its then current rating
        on the Notes or (B) a transfer to a Financial Institution in accordance with
        Part 5(p)(ii) above, and upon either such procurement, Party A will no longer
        be
        required to post any collateral.

       

      (ii)           S&P
        Second Rating Trigger.  If no Relevant Entity has a short
        term unsecured debt rating of “A-2” or better by S&P or, if no Relevant
        Entity has a short term unsecured debt rating by S&P, a long term unsecured
        debt rating of “BBB+” or better by S&P (such rating thresholds, the
“S&P Second Trigger Required
        Ratings” and such failure, the “S&P Second Rating
Trigger”),
        then within 10 Local Business
        Days of such failure, Party A will, at its own cost, post additional
        collateral in the amount and manner as set forth in the Credit Support
        Annex.  Party A will also, at its own cost, within 60 calendar
        days of such failure, use commercially reasonable efforts to procure either
        (A)
        an Eligible Guarantee in respect of all of Party A’s present and future
        obligations under this Agreement to be provided by a guarantor having the
        S&P Second Trigger Required Ratings and which procurement will not be
        effective without the prior written confirmation of  S&P that such
        procurement will not cause S&P to reduce or withdraw its then current rating
        on the Notes or (B) a transfer to a Financial Institution in accordance with
        Part 5(p)(ii) above.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

      
        	
                EXECUTED
                  BY:

              	 	 	 
	 	 	 	 	 
	
                FORD
                  CREDIT AUTO OWNER TRUST 2007-B

              	 	
                LEHMAN
                  BROTHERS SPECIAL FINANCING INC.

              
	 	 	 	 	 
	
                By:

              	
                U.S.
                  BANK TRUST NATIONAL ASSOCIATION,

              	 	 	 
	 	
                not
                  in its individual capacity

              	 	
                By:

              	
                /s/
                  Allyson M. Carine

              
	 	
                but
                  solely as Owner Trustee

              	 	
                Name:  Allyson
                  M. Carine

              
	 	 	 	
                Title:   Authorized
                  Signatory

              
	
                By:

              	
                /s/
                  Nicole Poole

              	 	 	 
	
                Name:  Nicole
                  Poole

              	 	
                Date:  October
                  ____, 2007

              
	
                Title:  Vice
                  President

              	 	 	 
	 	 	 	 
	 	 	 	 	 
	
                Date:  October
                  ____, 2007

              	 	 	 


      

      


      


      [Signature
        Page to Swap Schedule]

       

       

      36