Unassociated Document


    
      

    

    
      Exhibit
        10.1

       

      SCHEDULE

      to
        the

      ISDA
        Master Agreement

      (1992
        Multicurrency – Cross Border)

      


      dated
        as of January 23, 2008

      


      between

      


      THE
        ROYAL BANK OF SCOTLAND PLC,

      a
        company incorporated under the laws
        of Scotland(“Party
        A”)

      


      and

      


      FORD
        CREDIT AUTO OWNER TRUST 2008-A,

      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
                  Party A’s
                  shareholders’ equity
                  (excluding deposits),
                  as shown on its most recent audited financial statements.

              


      

       

      
        	
                 

              	
                (f)

              	
                Bankruptcy

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


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

       

      Section
        5(a)(vii)(3) will not apply to
        Party B to the extent any assignment, arrangement or composition that is
        effected by or pursuant to the Basic Documents.

       

      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 that it refers to (i) any appointment that is effected
        pursuant to the Basic Documents or (ii) any appointment to which Party B
        has not
        become subject.

       

      Section
        5(a)(vii)(8) will apply to Party
        B only to the extent that it applies to Section 5(a)(vii)(1),(3),(4),(5)
        and
        (6), as amended.

       

      
        	
                 

              	
                (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.

       

      
        	
                 

              	
                (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)or
                  5(o) 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 (v)
                  below will apply:

              


      

       

      (i)           
        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 terms
        that
        are, in all material respects, no less beneficial for Party B than those
        of this
        Agreement (save for the exclusion of provisions relating to Transactions
        that
        are not Terminated Transactions), as determined by Party B.”

       

      (ii)           
        In determining whether or not a Firm Offer satisfies the condition in clause
        (4)
        of “Market Quotation”, Party B will act in a commercially reasonable
        manner.

       

      (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,
                  on or prior to such Early Termination Date, a Market Quotation
                  for the
                  relevant Terminated Transaction or group of Terminated Transactions
                  is
                  accepted by Party B so as to become legally binding, the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

       

      
        	
                 

              	
                (B)

              	
                if,
                  on such Early Termination Date, no Market Quotation for the relevant
                  Terminated Transaction or group of Terminated Transactions has
                  been
                  accepted by Party B so as to become legally binding and one or
                  more Market
                  Quotations have been communicated to Party B and remain capable
                  of
                  becoming legally binding upon acceptance by Party B, the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of the
                  lowest of such Market Quotations (for the avoidance of doubt, (i)
                  a Market
                  Quotation expressed as a negative number is lower than a Market
                  Quotation
                  expressed as a positive number and (ii) the lower of two Market
                  Quotations
                  expressed as negative numbers is the one with the largest absolute
                  value);
                  or 

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (C)

              	
                if,
                  on such Early Termination Date, no Market Quotation for the relevant
                  Terminated Transaction or group of Terminated Transactions has
                  been
                  accepted by Party B so as to become legally binding and no Market
                  Quotations have been communicated to Party B and remain capable
                  of
                  becoming legally binding upon acceptance by Party B, 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)           
        If Party B requests Party A in writing to obtain Market Quotations, Party
        A
        shall use its reasonable efforts to do so before the Early Termination
        Date.

       

      (v)           
        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, the Purchase Agreement or the Sale and Servicing Agreement
                  that would materially
                  adversely affect any of
                  Party A’s rights or obligations under such agreement, this Agreement or
                  any Transaction that is made without the consent of Party A, 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)

              	
                Fitch’s
                  Rating
                  Triggers. Failure
                  of
                  Party A to comply with the requirements of Part 5(n), with Party
                  A as the
                  sole Affected Party;

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (iv)

              	
                Regulation
                  AB.  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.

              


      


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

       

      (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; and

       

      
        	
                 

              	
                (vii)

              	
                S&P’s
                  Rating
                  Triggers.  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:  

              


      

       

      
        	
                 

              	
                (1)

              	
                Party
                  A is a tax resident of the
                  United
                  Kingdom;

              


      

       

      
        	
                 

              	
                (2)

              	
                Party
                  A is a "foreign person"
                  within the meaning of the applicable U.S. Treasury Regulations
                  concerning
                  information reporting and backup withholding tax (as in effect
                  on
                  January 1,
                  2001), unless
                  Party A
                  provides written notice to Party B that it is no longer a foreign
                  person;

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (3)

              	
                in
                  respect of each Transaction
                  Party A enters into through an office or discretionary agent in
                  the United
                  States or which otherwise is allocated (in whole or part) for United
                  States federal income tax purposes to such United States trade
                  or
                  business, each payment received or to be received by Party A under
                  such
                  Transaction (or portion thereof, if applicable) will be effectively
                  connected with its conduct of a trade or business in the United
                  States;
                  and

              


      

       

      
        	
                 

              	
                (4)

              	
                in
                  respect of all other
                  Transactions or portions thereof, no such payment received or to
                  be
                  received by Party A in connection with this Agreement is attributable
                  to a
                  trade or business carried on by it through a permanent establishment
                  in
                  the United
                  States.

              


      

       

      
        	
                 

              	
                (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:

              


      

       

      
        	
                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:

              


      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      
        	
                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 prepared in accor­dance with
                  gen­erally ac­cepted ac­counting prin­ci­ples in the
                  country in which the party is organized, if not publicly available
                  at

                http://www.investors.rbs.com/investor_relations/
                  financial_info/natwest_info.cfm.

              	 	
                Promptly
                  upon Party B’s request.

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A and Party B

              	 	
                Certificate
                  or other docu­ments evidencing the author­ity of the party
                  en­tering into this Agree­ment 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, 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

              


      

      


      
        	
                Part
                  4.

              	
                Miscellaneous
                  

              


      

       

      
        	
                 

              	
                (a)

              	
                Addresses
                  for
                  Notices:

              


      

       

      
        	
                 

              	
                (1)

              	
                TO
                  PARTY A: 

              


      

      


      For
        the
        purpose of Section 12(a), notices will be delivered to the following
        address:

      
        
        

        
        

        
              

        

      

      
        
        

      

      
        
        

      

      
        
          	
                   

                	
                  Address:

                	
                  c/o
                    RBS Financial Markets, Level 4, 135 Bishopsgate, London, EC2M
                    3UR
                    

                


        

        
          	
                   

                	
                  Attention:

                	
                  Swaps
                    Administration 

                


        

        
          	
                   

                	
                  Telephone:

                	
                  020
                    7085 5000 

                


        

        
          	
                   

                	
                  Fax:

                	
                  020
                    7085 5050 

                


        

      

      
      

      


      Any
        notice delivered for purposes of Sections 5, 6 and 7 will be delivered to
        the
        following address:


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      
      

      
        
          	
                   

                	
                  Address:

                	
                  c/o
                    RBS Financial
                    Markets

                


        

        Level
          7, 135
          Bishopsgate

        London
EC2M
          3UR

        
          	
                   

                	
                  Attention:

                	
                  Head
                    of Legal, Financial
                    Markets

                


        

        
          	
                   

                	
                  Telephone:

                	
                  44
                    207 085
                    5000

                


        

        
          	
                   

                	
                  Facsimile:

                	
                  44
                    207 085
                    8411

                


        

      

      
      

      
      

      
         

      

      
        With
          a copy to:

        


        
          	
                   

                	
                  Address:

                	
                  c/o
                    Greenwich Capital Markets,
                    Inc.

                


        

        600
          Steamboat Road

        Greenwich,
CT 06830

        
          	
                   

                	
                  Attention:

                	
                  Legal
                    Department – Derivatives
                    Documentation

                


        

        
          	
                   

                	
                  Phone
                    No.:

                	
                  203-618-2531/32

                


        

        
          Facsimile
            No.:203-618-2533/34

        

      

      
      

      
      

      
      

       

      
        	
                 

              	
                (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 2008-A

      300
        Delaware Avenue, Ninth Floor

      Wilmington,
        Delaware 19801

      Attn:  Corporate
        Trust Department

      Telephone:
        (302) 576-3700

      Fax:  (302)
        576-3717

      


      with
        copies to:

      


      The
        Bank
        of New York,

      as
        Indenture Trustee for

      Ford
        Credit Auto Owner Trust 2008-A

      101
        Barclay Street

      Floor
        8
        West

      New
        York,
        New York 10286

      Attn:
        Structured Finance Services -

      Asset
        Backed Securities, Ford 2008-A

      Telephone:  (212)
        815-4389

      Fax:  (212)
        815-2493


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      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.

              


      

       

      
        	
                 

              	
                (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) willbe
                  amended by the addition
of
                  the words “, the Credit
                  Support Annex” 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”.

              


      

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        	
                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;

              


      

       

      
        	
                 

              	
                (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.

              


      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (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.

              


      

       

      
        	
                 

              	
                (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.

              


      

       


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (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.

              


      

       

      
        	
                 

              	
                (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, the Purchase
                  Agreement or the Sale and Servicing Agreement that (i) would materially
                  adversely affect any of Party A’s rights or obligations under such
                  agreement, 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
                  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.

              


      

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (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 2006 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. 

              


      

       

      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.

       

      “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) 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.

       

       “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 (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 deduction or withholding for Tax and such opinion has
        been
        delivered to Moody’s, (B) such guarantee provides that, in the event that any of
        such guarantor’s payments to Party B are subject to deduction or 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
        tax) will equal the full amount Party B would have received had no such
        deduction or withholding been required or (C) in the event that any payment
        under such guarantee is made net of deduction or withholding for Tax, Party
        A is
        required under Section 2(a)(i) to make such additional payment as is necessary
        to ensure that the net amount actually received by Party B will equal the
        full
        amount Party B would have received had no such deduction or withholding been
        required.


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      “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’s First Trigger Required
        Ratings and/or the S&P’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 S&P’s First Trigger
        Required Ratings and/or the S&P’s Second Trigger Required Ratings, and
        (iii)(A) having the Fitch’s First Trigger Required Ratings and/or the Fitch’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 Fitch’s First Trigger Required Ratings and/or the Fitch’s
        Second Trigger Required Ratings, and (iv) acceptable to Party B.

      


      “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 January 1,
                  2008(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’s
        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) below 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's
        Second
        Rating Trigger. If
        no Relevant Entity has a short term
        unsecured debt rating of “F2” 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
        Trigger
        Required Ratings”),
        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 Second
        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)
below; 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’s
First
        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’s
Second
        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 and (y) complying with Part
        5(q) below.

       

      (ii)           
        subject to Part 5(q) below, if the Moody’s First Rating Trigger Requirements
        apply, 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 such that the Transferee contracts with Party
        B
        on terms that (x) have the effect of preserving for Party B the economic
        equivalent of all payment and delivery obligations (whether absolute or
        contingent and assuming the satisfaction of each applicable condition precedent)
        under this Agreement immediately before such transfer and (y) are in all
        material respects no less beneficial for Party B than the terms of this
        Agreement immediately before such transfer, as determined by Party B acting
        in a
        commercially reasonable manner.

       

      (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 written
        request and
        cost, 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 (other than
                  Moody’s) 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.  Notwithstanding any other provision of this
                  Agreement, no amendments to this Agreement, no Early Termination
                  Date
                  shall be effectively designated by Party B, and no transfer of
                  any rights
                  or obligations under this Agreement shall be made unless Moody’s has been
                  given prior written notice of such amendment, designation or
                  transfer.

              


      

       

      
        	
                 

              	
                (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.

       

      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’s
        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’s
        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.

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (u)

              	
                Agency
                  Role of Greenwich Capital Markets, Inc.  In connection
                  with
                  this Agreement, Greenwich Capital Markets, Inc. has acted as agent
                  of
                  Party A. Greenwich Capital Markets, Inc. has not guaranteed and
                  is not
                  otherwise responsible for the obligations of Party A under this
                  Agreement.

              


      

       

      
        	
                 

              	
                (v)

              	
                USAPATRIOT
                  Act Notice.  Party A hereby
                  notifies Party B that pursuant to the requirements of the USA PATRIOT
                  ACT
                  (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
                  (the
                  “Act”),
                  it is required to obtain,
                  verify and record information that identifies Party B, which information
                  includes the name and address of Party B and other information
                  that will
                  allow Party A to identify Party B in accordance with the
                  Act.

              


      

       

      
        	
                 

              	
                (w)

              	
                Appointment
                  of Collateral Agent.  Party A irrevocably
                  appoints the Indenture Trustee as its agent and attorney-in-fact
                  for the
                  purpose of evidencing the existence and maintaining the perfection
                  of the
                  security interest granted to the Indenture Trustee for the benefit
                  of the
                  Secured Parties under the
                  Indenture.

              


      

       

      [SIGNATURE
        PAGE
        FOLLOWS]

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  EXECUTED
                    BY:

                	 
	
                  FORD
                    CREDIT AUTO OWNER TRUST 2008-A

                	
                  THE
                    ROYAL BANK OF SCOTLAND PLC

                
	 	 
	
                  By:

                	
                  U.S.
                    BANK TRUST NATIONAL

                	
                  By:

                	
                  GREENWICH
                    CAPITAL MARKETS,
                    INC.,

                
	 	
                  ASSOCIATION,

                	 	
                  as
                    its Agent

                
	 	
                  not
                    in its individual capacity

                	 
	 	
                  but
                    solely as Owner Trustee

                	
                  By:

                	
                  /s/
                    David E. Wagner

                	 
	 	
                  Name: 
                    

                	
                  David
                    E. Wagner

                	 
	 	
                  Title:

                	
                  Managing
                    Director

                	 
	
                  By:

                	
                  /s/
                    Nicole Poole

                	 	 
	
                  Name: 
                    

                	
                  Nicole
                    Poole

                	 	 
	
                  Title:

                	
                  Vice
                    President

                	 	
                   

                
	 	
                  Date:  January___,
                    2008

                
	 	
                   

                
	
                  Date:  January____,
                    2008

                	 


        



      [Signature
        Page to Swap Schedule]

    

     

     

     37