ex10_2.htm


     

      
        

      

    

     

     

    Exhibit
10.2

     

    (Bilateral
Form) (ISDA Agreements Subject to New York Law Only)

    


    ISDA®

    International
Swaps and Derivatives Association, Inc.

    


    CREDIT
SUPPORT ANNEX

    


    dated
as of March 19, 2009

    


    to
the

    


    ISDA
MASTER AGREEMENT

    (1992
– Multicurrency—Cross Border)

    


    dated
as of March 19, 2009,

    


    between

     

    THE
ROYAL BANK OF SCOTLAND PLC,

    a company
incorporated under the laws of Scotland

    ("Party
A")

    


    and

    


    FORD
CREDIT AUTO OWNER TRUST 2009-A,

    a
Delaware statutory trust

    ("Party
B")

    


    This
Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

     

    Accordingly,
the parties agree as follows: –

     

    Paragraph
1.                                Interpretation

     

    (a)           Definitions and
Inconsistency.  Capitalized terms not otherwise defined herein
or elsewhere in this Agreement have the meanings specified pursuant to Paragraph
12, and all references in this Annex to Paragraphs are to Paragraphs of this
Annex. In
the event of any inconsistency between this Annex and the other provisions of
this Schedule, this Annex will prevail, and in the event of any inconsistency
between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will
prevail.

     

    (b)           Secured Party and
Pledgor. 
All references in this Annex to the "Secured Party" will be to either party when
acting in that capacity and all corresponding references to the "Pledgor" will
be to the other party when acting in that capacity; provided, however, that if Other Posted
Support is held by a party to this Annex, all references herein to that party as
the Secured Party with respect to that Other Posted Support will be to that
party as the beneficiary thereof and will not subject that support or that party
as the beneficiary thereof to provisions of law generally relating to security
interests and secured parties.

     


    
      
        
          Copyright
©1994 by International Swaps and Derivatives Association, Inc.

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Paragraph
2.                                Security
Interest

     

    Each
party, as the Pledgor, hereby pledges to the other party, as the Secured Party,
as security for its Obligations, and grants to the Secured Party a first
priority continuing security interest in, lien on and right of Set-off against
all Posted Collateral Transferred to or received by the Secured Party
hereunder.  Upon the Transfer by the Secured Party to the Pledgor of
Posted Collateral, the security interest and lien granted hereunder on that
Posted Collateral will be released immediately and, to the extent possible,
without any further action by either party.

     

    Paragraph
3.                                Credit
Support Obligations

     

    (a)           Delivery
Amount. 
Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or
promptly following a Valuation Date, if the Delivery Amount for that Valuation
Date equals or exceeds the Pledgor's Minimum Transfer Amount, then the Pledgor
will Transfer to the Secured Party Eligible Credit Support having a Value as of
the date of Transfer at least equal to the applicable Delivery Amount (rounded
pursuant to Paragraph 13).  Unless otherwise specified in Paragraph
13, the "Delivery
Amount" applicable to the Pledgor for any Valuation Date will equal the
amount by which:

     

    (i)         the
Credit Support Amount

     

    exceeds

     

    (ii)         the
Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party.

     

    (b)           Return
Amount. 
Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly
following a Valuation Date, if the Return Amount for that Valuation Date equals
or exceeds the Secured Party's Minimum Transfer Amount, then the Secured Party
will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in
that demand having a Value as of the date of Transfer as close as practicable to
the applicable Return Amount (rounded pursuant to Paragraph
13).  Unless otherwise specified in Paragraph 13, the "Return Amount"
applicable to the Secured Party for any Valuation Date will equal the
amount by which:

     

    (i)         the
Value as of that Valuation Date of all Posted Credit Support held by the Secured
Party

     

    exceeds

     

    (ii)         the
Credit Support Amount.

     

    "Credit Support
Amount" means, unless otherwise specified in Paragraph 13, for any
Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus
(ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any,
minus (iii) all Independent Amounts applicable to the Secured Party, if any,
minus (iv) the Pledgor's Threshold; provided, however, that the Credit
Support Amount will be deemed to be zero whenever the calculation of Credit
Support Amount yields a number less than zero.

     

    Paragraph
4.                                Conditions
Precedent, Transfer Timing, Calculations and Substitutions

     

    (a)           Conditions
Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and
5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject
to the conditions precedent that:

     

    (i)         no
Event of Default, Potential Event of Default or Specified Condition has occurred
and is continuing with respect to the other party; and

     

    (ii)         no
Early Termination Date for which any unsatisfied payment obligations exist has
occurred or been designated as the result of an Event of Default or Specified
Condition with respect to the other party.

     

    (b)           Transfer
Timing.  Subject to Paragraphs 4(a) and 5 and unless otherwise
specified, if a demand for the Transfer of Eligible Credit Support or Posted
Credit Support is made by the Notification Time, then the relevant

     


    
      
         


      

      
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    Transfer
will be made not later than the close of business on the next Local Business
Day; if a demand is made after the Notification Time, then the relevant Transfer
will be made not later than the close of business on the second Local Business
Day thereafter.

     

    (c)           Calculations.
 All
calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be
made by the Valuation Agent as of the Valuation Time.  The Valuation
Agent will notify each party (or the other party, if the Valuation Agent is a
party) of its calculations not later than the Notification Time on the Local
Business Day following the applicable Valuation Date (or in the case of
Paragraph 6(d), following the date of calculation).

     

    (d)           Substitutions.

     

    (i)         Unless
otherwise specified in Paragraph 13, upon notice to the Secured Party specifying
the items of Posted Credit Support to be exchanged, the Pledgor may, on any
Local Business Day, Transfer to the Secured Party substitute Eligible Credit
Support (the "Substitute Credit
Support"); and

     

    (ii)         subject
to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of
Posted Credit Support specified by the Pledgor in its notice not later than the
Local Business Day following the date on which the Secured Party receives the
Substitute Credit Support, unless otherwise specified in Paragraph 13 (the
"Substitution Date"); provided that the Secured
Party will only be obligated to Transfer Posted Credit Support with a Value as
of the date of Transfer of that Posted Credit Support equal to the Value as of
that date of the Substitute Credit Support.

     

    Paragraph
5.                                Dispute
Resolution

     

    If a
party (a "Disputing Party") disputes (I) the Valuation Agent's calculation of a
Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible
Credit Support or Posted Credit Support, then (1) the Disputing Party will
notify the other party and the Valuation Agent (if the Valuation Agent is not
the other party) not later than the close of business on the Local Business Day
following (X) the date that the demand is made under Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to
Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the
other party not later than the close of business on the Local Business Day
following (X) the date that the demand is made under Paragraph 3 in the case of
(I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties
will consult with each other in an attempt to resolve the dispute and (4) if
they fail to resolve the dispute by the Resolution Time, then:

     

    (i)         In
the case of a dispute involving a Delivery Amount or Return Amount, unless
otherwise specified in Paragraph 13, the Valuation Agent will recalculate the
Exposure and the Value as of the Recalculation Date by:

     

    (A)         utilizing
any calculations of Exposure for the Transactions (or Swap Transactions) that
the parties have agreed are not in dispute;

     

    (B)         calculating
the Exposure for the Transactions (or Swap Transactions) in dispute by seeking
four actual quotations at mid-market from Reference Market-makers for purposes
of calculating Market Quotation, and taking the arithmetic average of those
obtained; provided that
if four quotations are not available for a particular Transaction (or Swap
Transaction), then fewer than four quotations may be used for that Transaction
(or Swap Transaction); and if no quotations are available for a particular
Transaction (or Swap Transaction), then the Valuation Agent's original
calculations will be used for that Transaction (or Swap Transaction);
and

     

    (C)         utilizing
the procedures specified in Paragraph 13 for calculating the Value, if disputed,
of Posted Credit Support.

     

    (ii)         In
the case of a dispute involving the Value of any Transfer of Eligible Credit
Support or Posted Credit Support, the Valuation Agent will recalculate the Value
as of the date of Transfer pursuant to Paragraph 13.

     


    
      
         


      

      
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    Following
a recalculation pursuant to this Paragraph, the Valuation Agent will notify each
party (or the other party, if the Valuation Agent is a party) not later than the
Notification Time on the Local Business Day following the Resolution
Time.  The appropriate party will, upon demand following that notice
by the Valuation Agent or a resolution pursuant to (3) above and subject to
Paragraphs 4(a) and 4(b), make the appropriate Transfer.

     

    Paragraph
6.                                Holding
and Using Posted Collateral

     

    (a)           Care of Posted
Collateral.  Without limiting the
Secured Party's rights under Paragraph 6(c), the Secured Party will exercise
reasonable care to assure the safe custody of all Posted Collateral to the
extent required by applicable law, and in any event the Secured Party will be
deemed to have exercised reasonable care if it exercises at least the same
degree of care as it would exercise with respect to its own
property.  Except as specified in the preceding sentence, the Secured
Party will have no duty with respect to Posted Collateral, including, without
limitation, any duty to collect any Distributions, or enforce or preserve any
rights pertaining thereto.

     

    (b)           Eligibility to
Hold Posted Collateral; Custodians.

     

    (i)         General.
 Subject to
the satisfaction of any conditions specified in Paragraph 13 for holding Posted
Collateral, the Secured Party will be entitled to hold Posted Collateral or to
appoint an agent (a "Custodian") to hold Posted Collateral for the Secured
Party.  Upon notice by the Secured Party to the Pledgor of the
appointment of a Custodian, the Pledgor's obligations to make any Transfer will
be discharged by making the Transfer to that Custodian.  The holding
of Posted Collateral by a Custodian will be deemed to be the holding of that
Posted Collateral by the Secured Party for which the Custodian is
acting.

     

    (ii)         Failure to
Satisfy Conditions.  If the Secured Party or
its Custodian fails to satisfy any conditions for holding Posted Collateral,
then upon a demand made by the Pledgor, the Secured Party will, not later than
five Local Business Days after the demand, Transfer or cause its Custodian to
Transfer all Posted Collateral held by it to a Custodian that satisfies those
conditions or to the Secured Party if it satisfies those
conditions.

     

    (iii)         Liability.
 The
Secured Party will be liable for the acts or omissions of its Custodian to the
same extent that the Secured Party would be liable hereunder for its own acts or
omissions.

     

    (c)           Use of Posted
Collateral.  Unless otherwise specified in Paragraph 13 and
without limiting the rights and obligations of the parties under Paragraphs 3,
4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an
Affected Party with respect to a Specified Condition and no Early Termination
Date has occurred or been designated as the result of an Event of Default or
Specified Condition with respect to the Secured Party, then the Secured Party
will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to:

     

    (i)         sell,
pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of,
or otherwise use in its business any Posted Collateral it holds, free from any
claim or right of any nature whatsoever of the Pledgor, including any equity or
right of redemption by the Pledgor; and

     

    (ii)         register
any Posted Collateral in the name of the Secured Party, its Custodian or a
nominee for either.

     

    For
purposes of the obligation to Transfer Eligible Credit Support or Posted Credit
Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized
under this Agreement, the Secured Party will be deemed to continue to hold all
Posted Collateral and to receive Distributions made thereon, regardless of
whether the Secured Party has exercised any rights with respect to any Posted
Collateral pursuant to (i) or (ii) above.

     


    
      
         


      

      
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    (d)           Distributions
and Interest Amount

     

    (i)         Distributions.
 Subject to
Paragraph 4(a), if the Secured Party receives or is deemed to receive
Distributions on a Local Business Day, it will Transfer to the Pledgor not later
than the following Local Business Day any Distributions it receives or is deemed
to receive to the extent that a Delivery Amount would not be created or
increased by that Transfer, as calculated by the Valuation Agent (and the date
of calculation will be deemed to be a Valuation Date for this
purpose).

     

    (ii)         Interest
Amount.  Unless otherwise specified in Paragraph 13 and subject
to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or
deemed to have been paid with respect to Posted Collateral in the form of Cash
(all of which may be retained by the Secured Party), the Secured Party will
Transfer to the Pledgor at the times specified in Paragraph 13 the Interest
Amount to the extent that a Delivery Amount would not be created or increased by
that Transfer, as calculated by the Valuation Agent (and the date of calculation
will be deemed to be a Valuation Date for this purpose).  The Interest
Amount or portion thereof not Transferred pursuant to this Paragraph will
constitute Posted Collateral in the form of Cash and will be subject to the
security interest granted under Paragraph 2.

     

    Paragraph
7.                                Events
of Default

     

    For
purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will
exist with respect to a party if:

     

    (i)         that
party fails (or fails to cause its Custodian) to make, when due, any Transfer of
Eligible Collateral, Posted Collateral or the Interest Amount, as applicable,
required to be made by it and that failure continues for two Local Business Days
after notice of that failure is given to that party;

     

    (ii)         that
party fails to comply with any restriction or prohibition specified in this
Annex with respect to any of the rights specified in Paragraph 6(c) and that
failure continues for five Local Business Days after notice of that failure is
given to that party; or

     

    (iii)         that
party fails to comply with or perform any agreement or obligation other than
those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30
days after notice of that failure is given to that party.

     

    Paragraph
8.                                Certain
Rights and Remedies

     

    (a)           Secured Party's
Rights and Remedies.  If at any time (1) an
Event of Default or Specified Condition with respect to the Pledgor has occurred
and is continuing or (2) an Early Termination Date has occurred or been
designated as the result of an Event of Default or Specified Condition with
respect to the Pledgor, then, unless the Pledgor has paid in full all of its
Obligations that are then due, the Secured Party may exercise one or more of the
following rights and remedies:

     

    (i)         all
rights and remedies available to a secured party under applicable law with
respect to Posted Collateral held by the Secured Party;

     

    (ii)         any
other rights and remedies available to the Secured Party under the terms of
Other Posted Support, if any;

     

    (iii)         the
right to Set-off any amounts payable by the Pledgor with respect to any
Obligations against any Posted Collateral or the Cash equivalent of any Posted
Collateral held by the Secured Party (or any obligation of the Secured Party to
Transfer that Posted Collateral); and

     

    (iv)         the
right to liquidate any Posted Collateral held by the Secured Party through one
or more public or private sales or other dispositions with such notice, if any,
as may be required under applicable law, free from any claim or right of any
nature whatsoever of the Pledgor, including any equity or right of redemption by
the Pledgor (with the Secured Party having the right to purchase any or all of
the Posted

     


    
      
         


      

      
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    Collateral
to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the
liquidation of the Posted Collateral to any amounts payable by the Pledgor with
respect to any Obligations in that order as the Secured Party may
elect.

     

    Each
party acknowledges and agrees that Posted Collateral in the form of securities
may decline speedily in value and is of a type customarily sold on a recognized
market, and, accordingly, the Pledgor is not entitled to prior notice of any
sale of that Posted Collateral by the Secured Party, except any notice that is
required under applicable law and cannot be waived.

     

    (b)           Pledgor's Rights
and Remedies.  If at any time an Early
Termination Date has occurred or been designated as the result of an Event of
Default or Specified Condition with respect to the Secured Party, then (except
in the case of an Early Termination Date relating to less than all Transactions
(or Swap Transactions) where the Secured Party has paid in full all of its
obligations that are then due under Section 6(e) of this
Agreement):

     

    (i)         the
Pledgor may exercise all rights and remedies available to a pledgor under
applicable law with respect to Posted Collateral held by the Secured
Party;

     

    (ii)         the
Pledgor may exercise any other rights and remedies available to the Pledgor
under the terms of Other Posted Support, if any;

     

    (iii)         the
Secured Party will be obligated immediately to Transfer all Posted Collateral
and the Interest Amount to the Pledgor; and

     

    (iv)         to
the extent that Posted Collateral or the Interest Amount is not so Transferred
pursuant to (iii) above, the Pledgor may:

     

    (A)         Set-off
any amounts payable by the Pledgor with respect to any Obligations against any
Posted Collateral or the Cash equivalent of any Posted Collateral held by the
Secured Party (or any obligation of the Secured Party to Transfer that Posted
Collateral); and

     

    (B)         to
the extent that the Pledgor does not Set-off under (iv)(A) above, withhold
payment of any remaining amounts payable by the Pledgor with respect to any
Obligations, up to the Value of any remaining Posted Collateral held by the
Secured Party, until that Posted Collateral is Transferred to the
Pledgor.

     

    (c)           Deficiencies and
Excess Proceeds.  The Secured Party will
Transfer to the Pledgor any proceeds and Posted Credit Support remaining after
liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after
satisfaction in full of all amounts payable by the Pledgor with respect to any
Obligations; the Pledgor in all events will remain liable for any amounts
remaining unpaid after any liquidation, Set-off and/or application under
Paragraphs 8(a) and 8(b).

     

    (d)           Final
Returns. 
When no amounts are or thereafter may become payable by the Pledgor with respect
to any Obligations (except for any potential liability under Section 2(d) of
this Agreement), the Secured Party will Transfer to the Pledgor all Posted
Credit Support and the Interest Amount, if any.

     

    Paragraph
9.                                Representations

     

    Each
party represents to the other party (which representations will be deemed to be
repeated as of each date on which it, as the Pledgor, Transfers Eligible
Collateral) that:

     

    (i)         it
has the power to grant a security interest in and lien on any Eligible
Collateral it Transfers as the Pledgor and has taken all necessary actions to
authorize the granting of that security interest and lien;

     


    
      
         


      

      
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    (ii)         it
is the sole owner of or otherwise has the right to Transfer all Eligible
Collateral it Transfers to the Secured Party hereunder, free and clear of any
security interest, lien, encumbrance or other restrictions other than the
security interest and lien granted under Paragraph 2;

     

    (iii)         upon
the Transfer of any Eligible Collateral to the Secured Party under the terms of
this Annex, the Secured Party will have a valid and perfected first priority
security interest therein (assuming that any central clearing corporation or any
third-party financial intermediary or other entity not within the control of the
Pledgor involved in the Transfer of that Eligible Collateral gives the notices
and takes the action required of it under applicable law for perfection of that
interest); and

     

    (iv)         the
performance by it of its obligations under this Annex will not result in the
creation of any security interest, lien or other encumbrance on any Posted
Collateral other than the security interest and lien granted under Paragraph
2.

     

    Paragraph
10.                                Expenses

     

    (a)           General.  Except as otherwise
provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and
expenses in connection with performing its obligations under this Annex and
neither party will be liable for any costs and expenses incurred by the other
party in connection herewith.

     

    (b)           Posted Credit
Support. The
Pledgor will promptly pay when due all taxes, assessments or charges of any
nature that are imposed with respect to Posted Credit Support held by the
Secured Party upon becoming aware of the same, regardless of whether any portion
of that Posted Credit Support is subsequently disposed of under Paragraph 6(c),
except for those taxes, assessments and charges that result from the exercise of
the Secured Party's rights under Paragraph 6(c).

     

    (c)           Liquidation/Application
of Posted Credit Support. All reasonable costs and
expenses incurred by or on behalf of the Secured Party or the Pledgor in
connection with the liquidation and/or application of any Posted Credit Support
under Paragraph 8 will be payable, on demand and pursuant to the Expenses
Section of this Agreement, by the Defaulting Party or, if there is no Defaulting
Party, equally by the parties.

     

    Paragraph
11.                                Miscellaneous

     

    (a)           Default
Interest. A
Secured Party that fails to make, when due, any Transfer of Posted Collateral or
the Interest Amount will be obligated to pay the Pledgor (to the extent
permitted under applicable law) an amount equal to interest at the Default Rate
multiplied by the Value of the items of property that were required to be
Transferred, from (and including) the date that Posted Collateral or Interest
Amount was required to be Transferred to (but excluding) the date of Transfer of
that Posted Collateral or Interest Amount.  This interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed.

     

    (b)           Further
Assurances. 
Promptly following a demand made by a party, the other party will execute,
deliver, file and record any financing statement, specific assignment or other
document and take any other action that may be necessary or desirable and
reasonably requested by that party to create, preserve, perfect or validate any
security interest or lien granted under Paragraph 2, to enable that party to
exercise or enforce its rights under this Annex with respect to Posted Credit
Support or an Interest Amount or to effect or document a release of a security
interest on Posted Collateral or an Interest Amount.

     

    (c)           Further
Protection. 
The Pledgor will promptly give notice to the Secured Party of, and defend
against, any suit, action, proceeding or lien that involves Posted Credit
Support Transferred by the Pledgor or that could adversely affect the security
interest and lien granted by it under Paragraph 2, unless that suit, action,
proceeding or lien results from the exercise of the Secured Party's rights under
Paragraph 6(c).

     

    (d)           Good Faith and
Commercially Reasonable Manner.  Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

     


    
      
         


      

      
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    (e)           Demands and
Notices. 
All demands and notices made by a party under this Annex will be made as
specified in the Notices Section of this Agreement, except as otherwise provided
in Paragraph 13.

     

    (f)           Specifications of
Certain Matters.  Anything referred to in
this Annex as being specified in Paragraph 13 also may be specified in one or
more Confirmations or other documents and this Annex will be construed
accordingly.

     

    Paragraph
12.                                Definitions

     

    As used
in this Annex:—

     

    "Cash" means the lawful
currency of the United States of America.

     

    "Credit Support
Amount" has
the meaning specified in Paragraph 3.

     

    "Custodian" has the meaning
specified in Paragraphs 6(b)(i) and 13.

     

    "Delivery Amount"
has the meaning specified in Paragraph 3(a).

     

    "Disputing Party"
has the meaning specified in Paragraph 5.

     

    "Distributions"
means with respect to Posted Collateral other than Cash, all principal,
interest and other payments and distributions of cash or other property with
respect thereto, regardless of whether the Secured Party has disposed of that
Posted Collateral under Paragraph 6(c).  Distributions will not
include any item of property acquired by the Secured Party upon any disposition
or liquidation of Posted Collateral or, with respect to any Posted Collateral in
the form of Cash, any distributions on that collateral, unless otherwise
specified herein.

     

    "Eligible
Collateral" means, with respect to a party, the items, if any, specified
as such for that party in Paragraph 13.

     

    "Eligible Credit
Support" means Eligible Collateral and Other Eligible
Support.

     

    "Exposure"
means for any Valuation Date or other date for which Exposure is
calculated and subject to Paragraph 5 in the case of a dispute, the amount, if
any, that would be payable to a party that is the Secured Party by the other
party (expressed as a positive number) or by a party that is the Secured Party
to the other party (expressed as a negative number) pursuant to Section
6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions)
were being terminated as of the relevant Valuation Time; provided that Market
Quotation will be determined by the Valuation Agent using its estimates at
mid-market of the amounts that would be paid for Replacement Transactions (as
that term is defined in the definition of "Market Quotation").

     

    "Independent
Amount" means, with respect to a party, the amount specified as such for
that party in Paragraph 13; if no amount is specified, zero.

     

    "Interest Amount"
means, with respect to an Interest Period, the aggregate sum of the
amounts of interest calculated for each day in that Interest Period on the
principal amount of Posted Collateral in the form of Cash held by the Secured
Party on that day, determined by the Secured Party for each such day as
follows:

     

    (x) the
amount of that Cash on that day; multiplied by

     

    (y) the
Interest Rate in effect for that day; divided by

     

    (z)
360.

     

    "Interest Period"
means the period from (and including) the last Local Business Day on
which an Interest Amount was Transferred (or, if no Interest Amount has yet been
Transferred, the Local Business Day on which Posted

     


    
      
         


      

      
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    Collateral
in the form of Cash was Transferred to or received by the Secured Party) to (but
excluding) the Local Business Day on which the current Interest Amount is to be
Transferred.

     

    "Interest Rate"
means the rate specified in Paragraph 13.

     

    "Local Business
Day," unless otherwise specified in Paragraph 13, has the meaning
specified in the Definitions Section of this Agreement, except that references
to a payment in clause (b) thereof will be deemed to include a Transfer under
this Annex.

     

    "Minimum Transfer
Amount" means, with respect to
a party, the amount specified as such for that party in Paragraph 13; if no
amount is specified, zero.

     

    "Notification
Time" has the meaning specified in Paragraph 13.

     

    "Obligations"
means, with respect to a party, all present and future obligations of
that party under this Agreement and any additional obligations specified for
that party in Paragraph 13.

     

    "Other Eligible
Support" means, with respect to a party, the items, if any, specified as
such for that party in Paragraph 13.

     

    "Other Posted
Support" means all Other Eligible Support Transferred to the Secured
Party that remains in effect for the benefit of that Secured Party.

     

    "Pledgor"
means either party, when that party (i) receives a demand for or is
required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has
Transferred Eligible Credit Support under Paragraph 3(a).

     

    "Posted
Collateral" means all Eligible Collateral, other property, Distributions,
and all proceeds thereof that have been Transferred to or received by the
Secured Party under this Annex and not Transferred to the Pledgor pursuant to
Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under
Paragraph 8.  Any Interest Amount or portion thereof not Transferred
pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of
Cash.

     

    "Posted Credit
Support" means Posted Collateral and Other Posted Support.

     

    "Recalculation
Date" means the Valuation Date that gives rise to the dispute under
Paragraph 5; provided,
however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to
the resolution of the dispute, then the "Recalculation Date" means the most
recent Valuation Date under Paragraph 3.

     

    "Resolution Time"
has the meaning specified in Paragraph 13.

     

    "Return Amount"
has the meaning specified in Paragraph 3(b).

     

    "Secured Party"
means either party, when that party (i) makes a demand for or is entitled
to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is
deemed to hold Posted Credit Support.

     

    "Specified
Condition" means, with respect to a party, any event specified as such
for that party in Paragraph 13.

     

    "Substitute
Credit Support" has the meaning specified in Paragraph
4(d)(i).

     

    "Substitution
Date" has the meaning specified in Paragraph 4(d)(ii).

     

    "Threshold"
means, with respect to a party, the amount specified as such for that
party in Paragraph 13; if no amount is specified, zero.

     

    "Transfer"
means, with respect to any Eligible Credit Support, Posted Credit Support
or Interest Amount, and in accordance with the instructions of the Secured
Party, Pledgor or Custodian, as applicable:

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (i)           in
the case of Cash, payment or delivery by wire transfer into one or more bank
accounts specified by the recipient;

     

    (ii)         in
the case of certificated securities that cannot be paid or delivered by
book-entry, payment or delivery in appropriate physical form to the recipient or
its account accompanied by any duly executed instruments of transfer,
assignments in blank, transfer tax stamps and any other documents necessary to
constitute a legally valid transfer to the recipient;

     

    (iii)         in
the case of securities that can be paid or delivered by book-entry, the giving
of written instructions to the relevant depository institution or other entity
specified by the recipient, together with a written copy thereof to the
recipient, sufficient if complied with to result in a legally effective transfer
of the relevant interest to the recipient; and

     

    (iv)         in
the case of Other Eligible Support or Other Posted Support, as specified in
Paragraph 13.

     

    "Valuation Agent"
has the meaning specified in Paragraph 13.

     

    "Valuation Date"
means each date specified in or otherwise determined pursuant to
Paragraph 13.

     

    "Valuation
Percentage" means, for any item of Eligible Collateral, the percentage
specified in Paragraph 13.

     

    "Valuation Time"
has the meaning specified in Paragraph 13.

     

    "Value"
means for any Valuation Date or other date for which Value is calculated
and subject to Paragraph 5 in the case of a dispute, with respect
to:

     

    
      	
               
      

            	
              (i)

            	
              Eligible
      Collateral or Posted Collateral that
is:

            


    

     

    (A)         Cash,
the amount thereof; and

     

    (B)         a
security, the bid price obtained by the Valuation Agent multiplied by the
applicable Valuation Percentage, if any;

     

    
      	
               
      

            	
              (ii)

            	
              Posted
      Collateral that consists of items that are not specified as Eligible
      Collateral, zero; and

            


    

     

    Other
Eligible Support and Other Posted Support, as specified in Paragraph
13.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Paragraph
13.                                Elections
and Variables

     

    (a)           Security Interest for
"Obligations."  The term "Obligations"
as used in this Annex includes the following additional
obligations:

     

    With
respect to Party A: None.

    With
respect to Party B: None.

     

    (b)           Credit Support
Obligations.

     

    (i)         Delivery Amount,
Return Amount and Credit Support Amount.

     

    (A)         "Delivery
Amount" has the meaning specified in Paragraph 3(a), except
that:

     

    (1)           the
words "upon a demand made by the Secured Party on or promptly following a
Valuation Date" shall be deleted and replaced by the words "not later than the
close of business on each Valuation Date";

     

    (2)           the
sentence beginning "Unless otherwise specified in Paragraph 13" and ending "(ii)
the Value as of that Valuation Date of all Posted Credit Support held by the
Secured Party." shall be deleted in its entirety and replaced with the
following:

     

    "The
"Delivery Amount" applicable to the Pledgor for any Valuation Date will equal
the greatest of:

     

    
      	
               
      

            	
              (1)

            	
              the
      amount by which (a) the Moody's Credit Support Amount for such Valuation
      Date exceeds (b) the Moody's Value, as of such Valuation Date, of all
      Posted Credit Support held by the Secured
Party;

            


    

     

    
      	
               
      

            	
              (2)

            	
              the
      amount by which (a) the S&P Credit Support Amount for such Valuation
      Date exceeds (b) the S&P Value, as of such Valuation Date, of all
      Posted Credit Support held by the Secured Party;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      amount by which (a) the Fitch Credit Support Amount for such Valuation
      Date exceeds (b) the Fitch Value, as of such Valuation Date, of all Posted
      Credit Support held by the Secured Party.";
and

            


    

     

    (3)           if,
on any Valuation Date, the Delivery Amount equals or exceeds the Pledgor's
Minimum Transfer Amount, the Pledgor will Transfer to the Secured Party
sufficient Eligible Credit Support to ensure that, immediately following such
Transfer, the Delivery Amount shall be zero.

     

    (B)         "Return
Amount" has the meaning specified in Paragraph 3(b), except
that:

     

    (1)           the
sentence beginning "Unless otherwise specified in Paragraph 13" and ending "(ii)
the Credit Support Amount." shall be deleted in its entirety and replaced with
the following:

     

    "The
"Return Amount" applicable to the Secured Party for any Valuation Date will
equal the least of:

     

    
      	
               
      

            	
              (1)

            	
              the
      amount by which (a) the Moody's Value, as of such Valuation Date, of all
      Posted Credit Support held by the Secured Party exceeds (b) the Moody's
      Credit Support Amount for such Valuation
Date;

            


    

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              the
      amount by which (a) the S&P Value, as of such Valuation Date, of all
      Posted Credit Support held by the Secured Party exceeds (b) the S&P
      Credit Support Amount for such Valuation Date;
  and

            


    

     

    
      	
               
      

            	
              (3)

            	
              the
      amount by which (a) the Fitch Value, as of such Valuation Date, of all
      Posted Credit Support held by the Secured Party exceeds (b) the Fitch
      Credit Support Amount for such Valuation Date.";
  and

            


    

     

    (2)           in
no event shall the Secured Party be required to Transfer any Posted Credit
Support under Paragraph 3(b) if, immediately following such Transfer, the
Delivery Amount would be greater than zero.

     

    (C)         The
term "Credit Support
Amount" shall mean the Moody's Credit Support Amount, the S&P Credit
Support Amount and the Fitch Credit Support Amount, as applicable.

     

                       
(D)         For
purposes of this Annex, the following terms have the meanings set forth
below:

     

    "Moody's Credit
Support Amount" means, for any Valuation Date:

     

    
      	
               
      

            	
              (i)

            	
              if
      the Moody's Threshold for such Valuation Date is zero and either (a) the
      Moody's Second Rating Trigger Requirements do not apply or (b) less than
      30 Local Business Days have elapsed since the last time the Moody's Second
      Rating Trigger Requirements did not apply, an amount in USD equal to the
      greater of (1) the sum of (a) the Secured Party's Exposure and (b) the
      aggregate of the Moody's First Trigger Collateral Amounts (as defined
      below) in respect of such Valuation Date for all Transactions hereunder
      and (2) zero;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the Moody's Threshold for such Valuation Date is zero and 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, an amount in USD equal to the greatest of (1)
      the sum of (a) the Secured Party's Exposure and (b) the aggregate of the
      Moody's Second Trigger Collateral Amounts (as defined below) in respect of
      such Valuation Date for all Transactions hereunder, (2) an aggregate
      amount equal to the sum of the Next Payments payable by Party A pursuant
      to each Transaction hereunder in respect of the Next Payment Dates
      scheduled to occur on or after such Valuation Date and (3) zero;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      the Moody's Threshold for such Valuation Date is infinity,
      zero.

            


    

     

    "Moody's First
Trigger Collateral Amount" means, in respect of each Transaction
hereunder on any date, an amount in USD equal to the Notional Amount of such
Transaction on such date multiplied by the Applicable Percentage set forth in
the table in Exhibit A hereto.

     

    "Moody's Second
Trigger Collateral Amount" means, in respect of each Transaction
hereunder on any date, an amount in USD equal to the Notional Amount of such
Transaction on such date multiplied by the Applicable Percentage set forth in
the applicable table in Exhibit B hereto.

     

    "Moody's
Value" means, on any date and with respect to any Eligible Collateral
other than Cash, the bid price obtained by the Valuation Agent, or in the case
of Cash the amount thereof, multiplied by the applicable Moody's Valuation
Percentage for such Eligible Collateral set forth in Paragraph
13(b)(ii)(A).

     

    "Next
Payment" means, for each Transaction and each Valuation Date, the greater
of (i) the aggregate amount of any payments due to be made by Party A under
Section 2(a) in respect of such Transaction on the related Next Payment Date
less the aggregate amount of any payments

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    due to be
made by Party B under Section 2(a) on such Next Payment Date (any such payments
determined based on rates prevailing on such Valuation Date) and (ii)
zero.

     

    "Next Payment
Date" means, for each Transaction and each Valuation Date, the next date
on which a scheduled payment under such Transaction is due to be
paid.

     

    "S&P Credit
Support Amount" means, for any Valuation Date:

     

    
      	
               
      

            	
              (i)

            	
              if
      the S&P Threshold for such Valuation Date is zero and an S&P First
      Rating Trigger has been continuing for 10 or more Local Business Days, an
      amount equal to 125% of the Secured Party's Exposure;
  or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      the S&P Threshold is infinity,
zero.

            


    

     

    "S&P
Value" means, on any date and with respect to any Eligible Collateral
other than Cash, the bid price obtained by the Valuation Agent, or in the case
of Cash the amount thereof, multiplied by the applicable S&P Valuation
Percentage for such Eligible Collateral set forth in Paragraph
13(b)(ii)(B).

     

    "Fitch Credit
Support Amount" means, for any Valuation Date:

     

    
      	
               
      

            	
              (i)

            	
              if
      the Fitch Threshold for such Valuation Date is zero and a Fitch First
      Rating Trigger or a Fitch Second Rating Trigger is continuing, an amount
      in USD equal to the greater of (1) the sum of (a) the Secured Party's
      Exposure plus (b) the product of the Volatility Buffer for each
      Transaction hereunder multiplied by the Notional Amount on such Valuation
      Date of each Transactions hereunder and (2) zero;
  or

            


    

     

    (iii)                 if
the Fitch Threshold for such Valuation Date is infinity, zero.

     

    "Fitch Value"
means, on any date and with respect to any Eligible Collateral other than
Cash, the bid price obtained by the Valuation Agent, or in the case of Cash the
amount thereof, multiplied by the applicable Fitch Valuation Percentage for such
Eligible Collateral set forth in Paragraph 13(b)(ii)(C).

     

    "Volatility
Buffer" means the percentage set forth in the following table with
respect to any Transaction:

     

    
      
        
          
            	 
      	
                    Weighted
      Average Life of Hedge in Years

                  
	
                    Notes'
      Rating

                  	
                    1

                  	
                    2

                  	
                    3

                  	
                    4

                  	
                    5

                  	
                    6

                  	
                    7

                  	
                    8

                  	
                    9

                  	
                    10

                  
	
                    USD
      Interest Rate Swaps

                  
	
                    AA-
      or Better

                  	
                    0.6

                  	
                    1.6

                  	
                    2.6

                  	
                    3.4

                  	
                    4.2

                  	
                    4.8

                  	
                    5.5

                  	
                    5.9

                  	
                    6.4

                  	
                    7.0

                  
	
                    A+/A

                  	
                    0.3

                  	
                    0.8

                  	
                    1.3

                  	
                    1.7

                  	
                    2.1

                  	
                    2.4

                  	
                    2.8

                  	
                    3.0

                  	
                    3.3

                  	
                    3.6

                  
	
                    A-/BBB+

                  	
                    0.2

                  	
                    0.6

                  	
                    1.0

                  	
                    1.3

                  	
                    1.6

                  	
                    1.9

                  	
                    2.1

                  	
                    2.3

                  	
                    2.5

                  	
                    2.7

                  


          

        

      

    

    


                                           
(ii)         Eligible
Collateral.  The following items will qualify as "Eligible
Collateral" for the party specified:

     

    
      	
               
      

            	
              With
      respect to Party A: On any date, the items set forth below (all Eligible
      Collateral to be denominated in
USD).

            


    

       
With respect to Party B:  None.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (A)           Moody's
Valuation Percentage.

     

    
      	
              
                Instrument

              

            	
              
                Moody's First Rating Trigger
      Requirements

              

            	
              
                Moody's Second Rating Trigger
      Requirements

              

            
	
              U.S.
      Dollar Cash

            	
              100%

            	
              100%

            
	
              Fixed-Rate
      Negotiable Treasury Debt Issued by the U.S. Treasury
      Department

              with
      Remaining Maturity:

            
	
              <1
      Year

            	
              100%

            	
              100%

            
	
              1
      to 2 years

            	
              100%

            	
              99%

            
	
              2
      to 3 years

            	
              100%

            	
              98%

            
	
              3
      to 5 years

            	
              100%

            	
              97%

            
	
              5
      to 7 years

            	
              100%

            	
              96%

            
	
              7
      to 10 years

            	
              100%

            	
              94%

            
	
              10
      to 20 years

            	
              100%

            	
              90%

            
	
              More
      than 20 years

            	
              100%

            	
              88%

            
	
              Floating-Rate
      Negotiable Treasury Debt Issued by the U.S. Treasury
      Department

            
	
              All
      Maturities

            	
              100%

            	
              99%

            
	
              Fixed-Rate
      U.S. Agency Debentures with Remaining Maturity:

            
	
              <1
      Year

            	
              100%

            	
              99%

            
	
              1
      to 2 years

            	
              100%

            	
              99%

            
	
              2
      to 3 years

            	
              100%

            	
              98%

            
	
              3
      to 5 years

            	
              100%

            	
              96%

            
	
              5
      to 7 years

            	
              100%

            	
              93%

            
	
              7
      to 10 years

            	
              100%

            	
              93%

            
	
              10
      to 20 years

            	
              100%

            	
              89%

            
	
              More
      than 20 years

            	
              100%

            	
              87%

            
	
              Floating-Rate
      U.S. Agency Debentures

            
	
              All
      Maturities

            	
              100%

            	
              98%

            


    

    


     

    "Moody's
Valuation Percentage" means, with respect to a Valuation Date and each
instrument in the above table, (i) so long as the Moody's Threshold for such
Valuation Date is zero and either (A) the Moody's Second Rating Trigger
Requirements do not apply or (B) less than 30 Local Business Days have elapsed
since the last time the Moody's Second Rating Trigger Requirements did not
apply, the corresponding percentage for such instrument in the column headed
"Moody's First Rating Trigger Requirements" or (ii) so long as the Moody's
Threshold for such Valuation Date is zero and (A) the Moody's Second Rating
Trigger Requirements apply and (B) at least 30 Local Business Days have elapsed
since the last time the Moody's Second Rating Trigger Requirements did not
apply, the corresponding percentage in the column headed "Moody's Second Rating
Trigger Requirements."

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    (B)           S&P
Valuation Percentage.

     

    
      	
              
                Instrument

              

            	
              
                S&P
      First Rating Trigger

              

            
	
              U.S.
      Dollar Cash

            	
              80%

            
	
              Fixed-Rate
      Negotiable Treasury Debt Issued by the U.S. Treasury
      Department

              with
      Remaining Maturity:

            
	
              <
      1 year

            	
              79.1%

            
	
              2
      to 5 years

            	
              78.4%

            
	
              5
      to 7 years

            	
              75.0%

            
	
              7
      to 10 years

            	
              74.1%

            
	
              10
      to 20 years

            	
              72.9%

            
	
              More
      than 20 years

            	
              70.9%

            
	
              Fixed-Rate
      U.S. Agency Debentures with Remaining Maturity:

            
	
              <
      5 years

            	
              78.4%

            
	
              5
      to 10 years

            	
              74.1%

            
	
              10
      to 20 years

            	
              66.1%

            
	
              More
      than 20 years

            	
              62.3%

            


    

    


     

    "S&P
Valuation Percentage" means, with respect to a Valuation Date and each
instrument in the above table, so long as the S&P Threshold for such
Valuation Date is zero and an S&P First Rating Trigger has been continuing
for 10 or more Local Business Days, the corresponding percentage for such
instrument in the column headed "S&P First Rating Trigger".

     

    (C)         Fitch Valuation
Percentage.

     

    
      	
              
                Instrument

              

            	
              
                Fitch
      First Rating Trigger

              

            	
              
                Fitch
      Second Rating Trigger

              

            
	
              U.S.
      Dollar Cash

            	
              100%

            	
              100%

            
	
              Fixed-Rate
      Negotiable Treasury Debt Issued by the U.S. Treasury
      Department

              with
      Remaining Maturity:

            
	
              Less
      than 1 year

            	
              97.5%

            	
              97.5%

            
	
              1
      to 2 years

            	
              91.5%

            	
              91.5%

            
	
              2
      to 3 years

            	
              91.5%

            	
              91.5%

            
	
              3
      to 5 years

            	
              91.5%

            	
              91.5%

            
	
              5
      to 7 years

            	
              86.3%

            	
              86.3%

            
	
              7
      to 10 years

            	
              86.3%

            	
              86.3%

            
	
              10
      to 20 years

            	
              79%

            	
              79%

            
	
              Floating-Rate
      Negotiable Treasury Debt Issued by the U.S. Treasury Department with
      Remaining Maturity:

            	 
      
	
              All
      Maturities

            	
                                            
      (1)

            	
                                             (1)

            
	
              Fixed-Rate
      and Floating-Rate U.S. Agency Debentures with Remaining
      Maturity:

            
	
              All
      Maturities

            	
                                                                            
      (1)

            	
                                                                              
      (1)

            


    

    


     

    (1)
Subject to review by Fitch.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    "Fitch Valuation
Percentage" means, with respect to a Valuation Date and each instrument
in the above table, (i) so long as the Fitch Threshold for such Valuation Date
is zero and a Fitch Second Rating Trigger has not been continuing for 30 or more
calendar days, the corresponding percentage for such instrument in the column
headed "Fitch First Rating Trigger" and (ii) so long as the Fitch Threshold for
such Valuation Date is zero and a Fitch Second Rating Trigger has been
continuing for 30 or more calendar days, the corresponding percentage for such
instrument in the column headed "Fitch Second Rating Trigger".

     

    (iii)         Other Eligible
Support.  The following items will qualify as "Other Eligible
Support" for the party specified:

     

    With
respect to Party A: As of the date of this Annex, None; provided, that upon
the first Transfer of Eligible Collateral under this Annex, the Pledgor may, at
the Pledgor's expense, agree with the relevant Rating Agency (to the extent such
Rating Agency is providing a rating for the Notes) as to such Other Eligible
Support that the Pledgor may designate, and upon such agreement (as evidenced in
writing), Pledgor may designate such Other Eligible Support
hereunder.

    With
respect to Party B: None.

     

    (iv)         Thresholds.

     

    (A)         "Independent
Amount" means with respect to
Party A:  zero.

     

    "Independent
Amount" means with respect to Party B:  zero.

     

    
      	
               
      

            	
              (B)

            	
              "Threshold"
      means with respect to Party A: the Moody's Threshold, the S&P
      Threshold and the Fitch Threshold, as
  applicable.

            


    

    "Threshold"
means with respect to Party B: infinity.

     

    "Moody's
Threshold" means, with respect to Party A and any Valuation Date, (a) so
long as the Moody's First Rating Trigger Requirements apply and either (i) the
Moody’s First Rating Trigger Requirements have applied since this Annex was
executed or (ii) at least 30 Local Business Days have elapsed since the last
time the Moody's First Rating Trigger Requirements did not apply, zero, and (b)
at any other time, infinity.

     

    "S&P
Threshold" means, with respect to Party A and any Valuation Date, (a) so
long as the S&P First Rating Trigger has been continuing for at least 10
Local Business Days, zero and (b) at any other time, infinity.

     

    "Fitch
Threshold" means, with respect to Party A and any Valuation Date, (a)
either (i) so long as the Fitch First Rating Trigger has been continuing for at
least 30 calendar days or since this Annex was executed, or (ii) so long as the
Fitch Second Rating Trigger has been continuing for at least 30 calendar days,
zero and (b) at any other time, infinity.

     

    (C)         "Minimum Transfer
Amount" means with respect to Party A: U.S.$100,000; provided, however, that if the
aggregate outstanding principal balance of the Notes rated by S&P is at the
time of any transfer less than U.S.$50,000,000, the "Minimum Transfer
Amount" shall mean U.S.$50,000; provided, further, however, that at any
time Party A is a Defaulting Party, the "Minimum Transfer
Amount" shall mean zero.

     

    "Minimum Transfer
Amount" means
with respect to Party B: U.S.$100,000; provided, however, that at any
time Party B is a Defaulting Party, the "Minimum Transfer
Amount" shall mean zero.

     

    (D)         Rounding.  The Delivery
Amount will be rounded up to the nearest integral multiple
of  U.S.$1,000. The Return Amount will be rounded down to the nearest
integral multiple of U.S.$1,000.

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    (c)         Valuation
and Timing.

     

    (i)         "Valuation
Agent" means Party A in all circumstances.

     

    (ii)         "Valuation Date"
means each Local Business Day on which any of the Moody's Threshold, the
S&P Threshold or the Fitch Threshold is zero.

     

    (iii)         "Valuation Time"
means the close of business in the city of the Valuation Agent on the
Local Business Day immediately preceding the Valuation Date or date of
calculation, as applicable; provided that the
calculations of Value and Credit Support Amount will, as far as practicable, be
made as of approximately the same time on the same date.

     

    (iv)         "Notification
Time" means 11:00 a.m., New York time, on a Local Business
Day.

     

    (d)           Conditions
Precedent and Secured Party's Rights and Remedies.  The
following Termination Event(s) will be a "Specified
Condition" for the party specified (that party being the Affected Party
if the Termination Event occurs with respect to that
party):  None.

     

    (e)           Substitution.

     

    (i)         "Substitution
Date" has the meaning specified in Paragraph 4(d)(ii).

     

    (ii)         Consent.  Not
applicable.

     

    (f)           Dispute
Resolution.

     

    (i)         "Resolution Time"
means 1:00 p.m., New York time, on the Local Business Day following the
date on which the notice is given that gives rise to a dispute under Paragraph
5.

     

    (ii)         Value.  For
the purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of the
outstanding Posted Credit Support or of any transfer of Eligible Credit Support
or Posted Credit Support, as the case may be, will be calculated as
follows:

     

    (A)         with
respect to any Eligible Credit Support or Posted Credit Support comprising
securities ("Securities")
the sum of (a)(x) the last bid price on such date for such Securities on the
principal national securities exchange on which such Securities are listed,
multiplied by the applicable Valuation Percentage; or (y) where any Securities
are not listed on a national securities exchange, the bid price for such
Securities quoted as at the close of business on such date by any principal
market maker (which shall not be and shall be independent from the Valuation
Agent) for such Securities chosen by the Valuation Agent, multiplied by the
applicable Valuation Percentage; or (z) if no such bid price is listed or quoted
for such date, the last bid price listed or quoted (as the case may be), as of
the day next preceding such date on which such prices were available, multiplied
by the applicable Valuation Percentage; plus (b) the accrued interest where
applicable on such Securities (except to the extent that such interest shall
have been paid to the Pledgor pursuant to Paragraph 6(d)(ii) or included in the
applicable price referred to in subparagraph (a) above) as of such date;
and

     

    (B)         with
respect to any Cash, the amount thereof in U.S. dollars.

     

    (iii)         Alternative.  The
provisions of Paragraph 5 will apply.

     

    (g)           Holding and Using
Posted Collateral.

     

    (i)         Eligibility to
Hold Posted Collateral; Custodians. A Custodian of Party B
will be entitled to hold Posted Collateral on behalf of Party B pursuant to
Paragraph 6; provided that such
Custodian has a short term rating of at least "A-1" by S&P.  Party
B's Custodian is the Indenture Trustee for Party
B.  Initially,

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    the
Custodian for Party B is The Bank of New York Mellon.  If at any time
the Custodian's short term rating by S&P falls below "A-1", Party B will
within 60 days replace such Custodian with a new Custodian having a short term
rating of "A-1" or better by S&P.

     

    (ii)          Hedge
Counterparty Collateral Account.  The Posted Collateral will be
held in the Hedge Counterparty Collateral Account, which initially will be
account number 235769, in the name "The Bank of New York Mellon, as Indenture
Trustee, as secured party for Ford Credit Auto Owner Trust 2009-A," at the
corporate trust department of The Bank of New York Mellon in the state of New
York.  The security interest of the Collateral Agent in such account
or any other account in which Posted Collateral will be maintained will be
perfected by the Collateral Agent by control pursuant to §8-106 of the Uniform
Commercial Code.  Party A consents to The Bank of New York Mellon as
securities intermediary entering into an agreement establishing such control
under §8-106(d)(2) of the UCC.

     

    (iii)         Use of Posted
Collateral. The provisions of Paragraph 6(c) will not apply to Party B;
provided, however, that if
Party A delivers Posted Collateral in book-entry form, then Paragraph 6(c)(ii)
will apply to Party B and its Custodian, and Party B and its Custodian shall
have the rights specified in Paragraph 6(c)(ii).

     

    (h)           Distributions and
Interest Amount.

     

    (i)         Interest Rate.
 The "Interest
Rate" will be the actual rate of interest earned by the Secured Party in
respect of the portion of the Posted Credit Support comprised of
Cash.

     

    (ii)         Transfer of
Interest Amount.  The transfer of the Interest Amount will be
made on the date on which a scheduled payment is due under a Transaction and on
any other Local Business Day on which Posted Credit Support in the form of Cash
is transferred to the Pledgor pursuant to Paragraph 3(b), in each case to
the extent that a Delivery Amount would not be created or increased by that
transfer; provided that Party B
shall not be obliged to so transfer any Interest Amount unless and until it has
earned and received such interest.

     

    (iii)         Alternative to
Interest Amount.  The provisions of Paragraph 6(d)(ii) will
apply.

     

    (iv)         "Distributions"
means, with respect to any Eligible Credit Support comprised in the Posted
Credit Support consisting of securities, all principal, interest and other
payments and distributions of cash or other property to which a holder of
securities of the same type, nominal value, description and amount as such
Eligible Credit Support would have received from time to time.

     

    (v)         "Distribution
Date" means, with respect to any Eligible Credit Support comprised in the
Posted Credit Support other than Cash, each date on which a holder of such
Eligible Credit Support would have received Distributions or, if that date is
not a Local Business Day, the next following Local Business Day.

     

    (i)           Additional
Representation(s).

     

    Party A
represents to Party B (which representation will be deemed to be repeated as of
each date on which it, as the Pledgor, Transfers Eligible Collateral) that no
consent, approval or other authorization of any governmental authority is
required in connection with the Transfer of Eligible Collateral
hereunder.

     

    There are
no additional representations by Party B.

     

    (j)           Other Eligible
Support and Other Posted Support.

     

    (i)         "Value"
with respect to Other Eligible Support and Other Posted Support shall
have such meaning as the parties shall agree in writing from time to
time.

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (ii)         "Transfer"
with respect to Other Eligible Support and Other Posted Support shall
have such meaning as the parties shall agree in writing from time to
time.

     

    (k)           Demands and
Notices.  All demands,
specifications and notices under this Annex will be made pursuant to the Notices
Section of this Agreement, and:

     

    (i)         shall
be given to or made at the following addresses:

     

    If to
Party A:

     

    The Royal
Bank of Scotland plc

    c/o RBS
Financial Markets, Level 4,

    135
Bishopsgate, London, EC2M 3UR

    Attn:
Swaps Administration

    Tel: 020
7085 5000

    Fax: 020
7085 5050

    


    If to
Party B:   The addresses set forth in the Schedule,

     

    or at
such other address as the relevant party may from time to time designate by
giving notice (in accordance with the terms of this subparagraph) to the other
party; and

     

    (ii)         shall be
deemed to be effective at the time such notice is actually received unless such
notice is received on a day which is not a Local Business Day or after the
Notification Time on any Local Business Day in which event such notice shall be
deemed to be effective on the next succeeding Local Business Day.

     

    (l)           Addresses for
Transfers.

     

    Party
A:  To be notified to Party B by Party A at the time of the request
for the transfer.

    Party
B:  To be notified to Party A by Party B upon request by Party
A.

     

    (m)           Other
Provisions.

     

    (i)         Actions
Hereunder.  Either party may take any actions hereunder,
including liquidation rights, through the Custodian, or any successor, as agent
for Party B.

     

    (ii)         Transfer
Timing.  Paragraph 4(b) is hereby amended by the insertion of
the words "(i) in respect of a Transfer pursuant to Paragraph 3(b)," immediately
prior to the words "if a demand for" and the insertion of the words "; and (ii)
in respect of a Transfer pursuant to Paragraph 3(a), the relevant Transfer will
be made not later than the close of business on the Valuation Date" immediately
prior to the period.

     

    (iii)         Event of
Default.  Paragraph 7 shall be deleted and replaced in its
entirety by the following:

     

    "For the
purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default in
relation to all Transactions will exist with respect to a party if that party
fails (or fails to cause its Custodian) to make, when due, any Transfer of
Eligible Collateral, Posted Collateral, any Distributions or the Interest
Amount, as applicable, required to be made by it and that failure continues for
two Local Business Day after the notice of that failure is given to that party;
provided, that
any failure by Party A to comply with or perform any obligation to be complied
with or performed by Party A under this Annex will only be an Event of Default
if (A) at least 30 Local Business Days have elapsed since the last time the
Moody's Second Rating Trigger Requirements did not apply, (B) an S&P First
Rating Trigger has occurred and been continuing for 10 or more Local Business
Days or (C) a Fitch Second Rating Trigger has occurred and been continuing for
30 or more calendar days (it being understood that such failure may still
constitute an Additional Termination Event if so specified in this Agreement);
and provided,
further,
notwithstanding the foregoing,

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    nothing
in this Paragraph 7 will apply to cause any Event of Default to exist with
respect to Party B except in respect of Party B's obligations under Party 3(b)
of this Annex.".

     

    (iv)         Costs of Transfer
on Exchange.  Notwithstanding Paragraph 10, the Pledgor will be
responsible for, and will reimburse the Secured Party for, all transfer and
other taxes and other costs involved in the transfer of Eligible Credit Support
either from the Pledgor to the Secured Party or from the Secured Party to the
Pledgor.

     

    (v)         Cumulative
Rights.  The rights, powers and remedies of the Secured Party
under this Annex shall be in addition to all rights, powers and remedies given
to the Secured Party by the Agreement or by virtue of any statute or rule of
law, all of which rights, powers and remedies shall be cumulative and may be
exercised successively or concurrently without impairing the rights of the
Secured Party in the Posted Credit Support created pursuant to this
Annex.

     

    (vi)         Single Pledgor
and Single Secured Party.  For the avoidance of doubt Party A
shall always be the Pledgor and Party B shall always be the Secured
Party.

     

    (vii)         "Exposure"
has the meaning specified in Paragraph 12, except that after the word
"Agreement" the words "(assuming, for this purpose only, that Part 1(k) of the
Schedule is deleted)" shall be inserted.

     

    (viii)           Additional
Defined Terms. Capitalized terms used
but not defined in this Annex have the meanings assigned to them in the
Agreement and the Schedule thereto.  In the event of any inconsistency
between the provisions of this Annex and the provisions in the Agreement or the
Schedule thereto, this Annex will prevail.

     

    


    [SIGNATURE
PAGE FOLLOWS]

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Annex by their duly authorized representatives as of
the date of the Agreement.

    


    
      
        	
                THE
      ROYAL BANK OF SCOTLAND PLC

                 

                By:           GREENWICH
      CAPITAL MARKETS, INC., its agent

                 

                 

                By:      /s/ David E.
      Wagner                    
      

                Name: David
      E. Wagner

                Title:  
      Managing Director

                 

              	 
      	
                FORD
      CREDIT AUTO OWNER TRUST 2009-A

                 

                By:           U.S.
      BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but
      solely as 

                                
      Owner Trustee

                 

                By:      /s/ Nicole
      Poole                               
      

                Name: Nicole
      Poole

                Title:   Vice
      President

                 

              
	 
      	 
      	 
      


      

    


    
      
        
          Copyright
©1994 by International Swaps and Derivatives Association, Inc.

          


        

         


      

      
        21

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    MOODY'S
FIRST TRIGGER COLLATERAL AMOUNT

    APPLICABLE
PERCENTAGES

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	
                                                                                              Weighted Average Life of Hedge in
      Years

                                                                                            	
                                                                                              Interest Rate Hedges

                                                                                            	
                                                                                              Currency Hedges

                                                                                            
	
                                                                                              Valuation Dates:

                                                                                            
	
                                                                                              Daily

                                                                                            	
                                                                                              Daily

                                                                                            
	
                                                                                              1
      year or less

                                                                                            	
                                                                                              0.15%

                                                                                            	
                                                                                              1.10%

                                                                                            
	
                                                                                              2
      years or less but greater than 1 year

                                                                                            	
                                                                                              0.30%

                                                                                            	
                                                                                              1.20%

                                                                                            
	
                                                                                              3
      years or less but greater than 2 years

                                                                                            	
                                                                                              0.40%

                                                                                            	
                                                                                              1.30%

                                                                                            
	
                                                                                              4
      years or less but greater than 3 years

                                                                                            	
                                                                                              0.60%

                                                                                            	
                                                                                              1.40%

                                                                                            
	
                                                                                              5
      years or less but greater than 4 years

                                                                                            	
                                                                                              0.70%

                                                                                            	
                                                                                              1.50%

                                                                                            
	
                                                                                              6
      years or less but greater than 5 years

                                                                                            	
                                                                                              0.80%

                                                                                            	
                                                                                              1.60%

                                                                                            
	
                                                                                              7
      years or less but greater than 6 years

                                                                                            	
                                                                                              1.00%

                                                                                            	
                                                                                              1.60%

                                                                                            
	
                                                                                              8
      years or less but greater than 7 years

                                                                                            	
                                                                                              1.10%

                                                                                            	
                                                                                              1.70%

                                                                                            
	
                                                                                              9
      years or less but greater than 8 years

                                                                                            	
                                                                                              1.20%

                                                                                            	
                                                                                              1.80%

                                                                                            
	
                                                                                              10
      years or less but greater than 9 years

                                                                                            	
                                                                                              1.30%

                                                                                            	
                                                                                              1.90%

                                                                                            
	
                                                                                              11
      years or less but greater than 10 years

                                                                                            	
                                                                                              1.40%

                                                                                            	
                                                                                              1.90%

                                                                                            
	
                                                                                              12
      years or less but greater than 11 years

                                                                                            	
                                                                                              1.50%

                                                                                            	
                                                                                              2.00%

                                                                                            
	
                                                                                              13
      years or less but greater than 12 years

                                                                                            	
                                                                                              1.60%

                                                                                            	
                                                                                              2.10%

                                                                                            
	
                                                                                              14
      years or less but greater than 13 years

                                                                                            	
                                                                                              1.70%

                                                                                            	
                                                                                              2.10%

                                                                                            
	
                                                                                              15
      years or less but greater than 14 years

                                                                                            	
                                                                                              1.80%

                                                                                            	
                                                                                              2.20%

                                                                                            
	
                                                                                              16
      years or less but greater than 15 years

                                                                                            	
                                                                                              1.90%

                                                                                            	
                                                                                              2.30%

                                                                                            
	
                                                                                              17
      years or less but greater than 16 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.30%

                                                                                            
	
                                                                                              18
      years or less but greater than 17 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.40%

                                                                                            
	
                                                                                              19
      years or less but greater than 18 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.40%

                                                                                            
	
                                                                                              20
      years or less but greater than 19 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.50%

                                                                                            
	
                                                                                              21
      years or less but greater than 20 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.50%

                                                                                            
	
                                                                                              22
      years or less but greater than 21 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.50%

                                                                                            
	
                                                                                              23
      years or less but greater than 22 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.50%

                                                                                            
	
                                                                                              24
      years or less but greater than 23 years

                                                                                            	
                                                                                              2.00%

                                                                                            	
                                                                                              2.50%

                                                                                            


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                	
                                                                                                                                        25
      years or less but greater than 24 years

                                                                                                                                      	
                                                                                                                                        2.00%

                                                                                                                                      	
                                                                                                                                        2.50%

                                                                                                                                      
	
                                                                                                                                        26
      years or less but greater than 25 years

                                                                                                                                      	
                                                                                                                                        2.00%

                                                                                                                                      	
                                                                                                                                        2.50%

                                                                                                                                      
	
                                                                                                                                        27
      years or less but greater than 26 years

                                                                                                                                      	
                                                                                                                                        2.00%

                                                                                                                                      	
                                                                                                                                        2.50%

                                                                                                                                      
	
                                                                                                                                        28
      years or less but greater than 27 years

                                                                                                                                      	
                                                                                                                                        2.00%

                                                                                                                                      	
                                                                                                                                        2.50%

                                                                                                                                      
	
                                                                                                                                        29
      years or less but greater than 28 years

                                                                                                                                      	
                                                                                                                                        2.00%

                                                                                                                                      	
                                                                                                                                        2.50%

                                                                                                                                      
	
                                                                                                                                        Greater
      than 29 years

                                                                                                                                      	
                                                                                                                                        2.00%

                                                                                                                                      	
                                                                                                                                        2.50%

                                                                                                                                      


                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

    

    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    MOODY'S
SECOND TRIGGER COLLATERAL AMOUNT

    APPLICABLE
PERCENTAGES

    


    For
Transactions that are not Transaction-Specific Hedges.

    


    "Transaction-Specific
Hedge" means
any Transaction that is a cap, floor or swaption, or a Transaction in respect of
which (x) the notional amount of the swap is "balance guaranteed" or (y) the
notional amount of the swap for any Calculation Period otherwise is not a
specific dollar amount that is fixed at the inception of the
Transaction.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                            Weighted Average Life of Hedge in
      Years

                                                                                                          	
                                                                                                            Interest Rate Hedges

                                                                                                          	
                                                                                                            Currency Hedges

                                                                                                          
	
                                                                                                            Valuation Dates:

                                                                                                          
	
                                                                                                            Daily

                                                                                                          	
                                                                                                            Daily

                                                                                                          
	
                                                                                                            1
      year or less

                                                                                                          	
                                                                                                            0.50%

                                                                                                          	
                                                                                                            6.10%

                                                                                                          
	
                                                                                                            2
      years or less but greater than 1 year

                                                                                                          	
                                                                                                            1.00%

                                                                                                          	
                                                                                                            6.30%

                                                                                                          
	
                                                                                                            3
      years or less but greater than 2 years

                                                                                                          	
                                                                                                            1.50%

                                                                                                          	
                                                                                                            6.40%

                                                                                                          
	
                                                                                                            4
      years or less but greater than 3 years

                                                                                                          	
                                                                                                            1.90%

                                                                                                          	
                                                                                                            6.60%

                                                                                                          
	
                                                                                                            5
      years or less but greater than 4 years

                                                                                                          	
                                                                                                            2.40%

                                                                                                          	
                                                                                                            6.70%

                                                                                                          
	
                                                                                                            6
      years or less but greater than 5 years

                                                                                                          	
                                                                                                            2.80%

                                                                                                          	
                                                                                                            6.80%

                                                                                                          
	
                                                                                                            7
      years or less but greater than 6 years

                                                                                                          	
                                                                                                            3.20%

                                                                                                          	
                                                                                                            7.00%

                                                                                                          
	
                                                                                                            8
      years or less but greater than 7 years

                                                                                                          	
                                                                                                            3.60%

                                                                                                          	
                                                                                                            7.10%

                                                                                                          
	
                                                                                                            9
      years or less but greater than 8 years

                                                                                                          	
                                                                                                            4.00%

                                                                                                          	
                                                                                                            7.20%

                                                                                                          
	
                                                                                                            10
      years or less but greater than 9 years

                                                                                                          	
                                                                                                            4.40%

                                                                                                          	
                                                                                                            7.30%

                                                                                                          
	
                                                                                                            11
      years or less but greater than 10 years

                                                                                                          	
                                                                                                            4.70%

                                                                                                          	
                                                                                                            7.40%

                                                                                                          
	
                                                                                                            12
      years or less but greater than 11 years

                                                                                                          	
                                                                                                            5.00%

                                                                                                          	
                                                                                                            7.50%

                                                                                                          
	
                                                                                                            13
      years or less but greater than 12 years

                                                                                                          	
                                                                                                            5.40%

                                                                                                          	
                                                                                                            7.60%

                                                                                                          
	
                                                                                                            14
      years or less but greater than 13 years

                                                                                                          	
                                                                                                            5.70%

                                                                                                          	
                                                                                                            7.70%

                                                                                                          
	
                                                                                                            15
      years or less but greater than 14 years

                                                                                                          	
                                                                                                            6.00%

                                                                                                          	
                                                                                                            7.80%

                                                                                                          
	
                                                                                                            16
      years or less but greater than 15 years

                                                                                                          	
                                                                                                            6.30%

                                                                                                          	
                                                                                                            7.90%

                                                                                                          
	
                                                                                                            17
      years or less but greater than 16 years

                                                                                                          	
                                                                                                            6.60%

                                                                                                          	
                                                                                                            8.00%

                                                                                                          
	
                                                                                                            18
      years or less but greater than 17 years

                                                                                                          	
                                                                                                            6.90%

                                                                                                          	
                                                                                                            8.10%

                                                                                                          
	
                                                                                                            19
      years or less but greater than 18 years

                                                                                                          	
                                                                                                            7.20%

                                                                                                          	
                                                                                                            8.20%

                                                                                                          
	
                                                                                                            20
      years or less but greater than 19 years

                                                                                                          	
                                                                                                            7.50%

                                                                                                          	
                                                                                                            8.20%

                                                                                                          
	
                                                                                                            21
      years or less but greater than 20 years

                                                                                                          	
                                                                                                            7.80%

                                                                                                          	
                                                                                                            8.30%

                                                                                                          


                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    	
                                                                                                                                            22
      years or less but greater than 21 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.40%

                                                                                                                                          
	
                                                                                                                                            23
      years or less but greater than 22 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.50%

                                                                                                                                          
	
                                                                                                                                            24
      years or less but greater than 23 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.60%

                                                                                                                                          
	
                                                                                                                                            25
      years or less but greater than 24 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.60%

                                                                                                                                          
	
                                                                                                                                            26
      years or less but greater than 25 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.70%

                                                                                                                                          
	
                                                                                                                                            27
      years or less but greater than 26 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.80%

                                                                                                                                          
	
                                                                                                                                            28
      years or less but greater than 27 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.80%

                                                                                                                                          
	
                                                                                                                                            29
      years or less but greater than 28 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.90%

                                                                                                                                          
	
                                                                                                                                            Greater
      than 29 years

                                                                                                                                          	
                                                                                                                                            8.00%

                                                                                                                                          	
                                                                                                                                            8.90%

                                                                                                                                          


                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      



    

    



    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    For
Transactions that are Transaction-Specific Hedges.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                          Weighted Average Life of Hedge in
      Years

                                                                                                        	
                                                                                                          Interest Rate Hedges

                                                                                                        	
                                                                                                          Currency Hedges

                                                                                                        
	
                                                                                                          Valuation Dates:

                                                                                                        
	
                                                                                                          Daily

                                                                                                        	
                                                                                                          Daily

                                                                                                        
	
                                                                                                          1
      year or less

                                                                                                        	
                                                                                                          0.65%

                                                                                                        	
                                                                                                          6.30%

                                                                                                        
	
                                                                                                          2
      years or less but greater than 1 year

                                                                                                        	
                                                                                                          1.30%

                                                                                                        	
                                                                                                          6.60%

                                                                                                        
	
                                                                                                          3
      years or less but greater than 2 years

                                                                                                        	
                                                                                                          1.90%

                                                                                                        	
                                                                                                          6.90%

                                                                                                        
	
                                                                                                          4
      years or less but greater than 3 years

                                                                                                        	
                                                                                                          2.50%

                                                                                                        	
                                                                                                          7.10%

                                                                                                        
	
                                                                                                          5
      years or less but greater than 4 years

                                                                                                        	
                                                                                                          3.10%

                                                                                                        	
                                                                                                          7.40%

                                                                                                        
	
                                                                                                          6
      years or less but greater than 5 years

                                                                                                        	
                                                                                                          3.60%

                                                                                                        	
                                                                                                          7.70%

                                                                                                        
	
                                                                                                          7
      years or less but greater than 6 years

                                                                                                        	
                                                                                                          4.20%

                                                                                                        	
                                                                                                          7.90%

                                                                                                        
	
                                                                                                          8
      years or less but greater than 7 years

                                                                                                        	
                                                                                                          4.70%

                                                                                                        	
                                                                                                          8.20%

                                                                                                        
	
                                                                                                          9
      years or less but greater than 8 years

                                                                                                        	
                                                                                                          5.20%

                                                                                                        	
                                                                                                          8.40%

                                                                                                        
	
                                                                                                          10
      years or less but greater than 9 years

                                                                                                        	
                                                                                                          5.70%

                                                                                                        	
                                                                                                          8.60%

                                                                                                        
	
                                                                                                          11
      years or less but greater than 10 years

                                                                                                        	
                                                                                                          6.10%

                                                                                                        	
                                                                                                          8.80%

                                                                                                        
	
                                                                                                          12
      years or less but greater than 11 years

                                                                                                        	
                                                                                                          6.50%

                                                                                                        	
                                                                                                          9.00%

                                                                                                        
	
                                                                                                          13
      years or less but greater than 12 years

                                                                                                        	
                                                                                                          7.00%

                                                                                                        	
                                                                                                          9.20%

                                                                                                        
	
                                                                                                          14
      years or less but greater than 13 years

                                                                                                        	
                                                                                                          7.40%

                                                                                                        	
                                                                                                          9.40%

                                                                                                        
	
                                                                                                          15
      years or less but greater than 14 years

                                                                                                        	
                                                                                                          7.80%

                                                                                                        	
                                                                                                          9.60%

                                                                                                        
	
                                                                                                          16
      years or less but greater than 15 years

                                                                                                        	
                                                                                                          8.20%

                                                                                                        	
                                                                                                          9.80%

                                                                                                        
	
                                                                                                          17
      years or less but greater than 16 years

                                                                                                        	
                                                                                                          8.60%

                                                                                                        	
                                                                                                          10.00%

                                                                                                        
	
                                                                                                          18
      years or less but greater than 17 years

                                                                                                        	
                                                                                                          9.00%

                                                                                                        	
                                                                                                          10.10%

                                                                                                        
	
                                                                                                          19
      years or less but greater than 18 years

                                                                                                        	
                                                                                                          9.40%

                                                                                                        	
                                                                                                          10.30%

                                                                                                        
	
                                                                                                          20
      years or less but greater than 19 years

                                                                                                        	
                                                                                                          9.70%

                                                                                                        	
                                                                                                          10.50%

                                                                                                        


                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          	
                                                                                                                                  21
      years or less but greater than 20 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  10.70%

                                                                                                                                
	
                                                                                                                                  22
      years or less but greater than 21 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  10.80%

                                                                                                                                
	
                                                                                                                                  23
      years or less but greater than 22 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                
	
                                                                                                                                  24
      years or less but greater than 23 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                
	
                                                                                                                                  25
      years or less but greater than 24 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                
	
                                                                                                                                  26
      years or less but greater than 25 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                
	
                                                                                                                                  27
      years or less but greater than 26 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                
	
                                                                                                                                  28
      years or less but greater than 27 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                
	
                                                                                                                                  29
      years or less but greater than 28 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                
	
                                                                                                                                  Greater
      than 29 years

                                                                                                                                	
                                                                                                                                  10.00%

                                                                                                                                	
                                                                                                                                  11.00%

                                                                                                                                


                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      


       

      27