ex10_1.htm


    Exhibit
10.1

     

    (Multicurrency
– Cross Border)

     

    ISDA®

    International
Swap Dealers Association, Inc.

     

    MASTER
AGREEMENT

     

    dated as
of March 19,
2009

    


    
      	
              THE
      ROYAL BANK OF SCOTLAND PLC

            	
              and

            	
              FORD
      CREDIT AUTO OWNER TRUST 2009-A

            


    

     

    have
entered and/or anticipate entering into one of more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

     

    Accordingly,
the parties agree as follows: —

     

    1. Interpretation

     

    (a) Definitions. The terms defined in
Section 14 and in the Schedule will have the meanings therein specified for the
purpose of this Master Agreement.

     

    (b) Inconsistency.  In
the event of any inconsistency between the provisions of the Schedule and the
other provisions of this Master Agreement, the Schedule will prevail. In the
event of any inconsistency between the provisions of any Confirmation and this
Master Agreement (including the Schedule), such Confirmation will prevail for
the purpose of the relevant Transaction.

     

    (c) Single
Agreement.  All Transactions are entered into in reliance on
the fact that this Master Agreement and all Confirmations form a single
agreement between the parties (collectively referred to as this "Agreement"),
and the parties would not otherwise enter into any Transactions.

     

    2. Obligations

     

    (a) General
Conditions.

     

    (i) Each
party will make each payment or delivery specified in each Confirmation to be
made by it, subject to the other provisions of this Agreement.

     

    (ii) Payments
under this Agreement will be made on the due date for value on that date in the
place of the account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds and in the manner
customary for payments in the required currency. Where settlement is by delivery
(that is, other than by payment), such delivery will be made for receipt on the
due date in the manner customary for the relevant obligation unless otherwise
specified in the relevant Confirmation or elsewhere in this
Agreement.

     

    (iii) Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition
precedent that no Event of Default or Potential Event of Default with respect to
the other party has occurred and is continuing, (2) the condition precedent that
no Early Termination Date in respect of the relevant Transaction has occurred or
been effectively designated and (3) each other applicable condition precedent
specified in this Agreement.

     

    Copyright
© 1992 by International Swap Dealers Association, Inc.

    


    
      
        
          
            ISDAÒ
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    (b) Change of
Account.  Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

     

    (c) Netting.  If
on any date amounts would otherwise be payable: —

     

    (i) in the
same currency; and

     

    (ii) in
respect of the same Transaction,

     

    by each
party to the other. then, on such date, each party's obligation to make payment
of any such amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one party exceeds the
aggregate amount that would otherwise have been payable by the other party,
replaced by an obligation upon the party by whom the larger aggregate amount
would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.

     

    The
parties may elect in respect of two or more Transactions that a net amount will
be determined in respect of all amounts payable on the same date in the same
currency in respect of such Transactions, regardless of whether such amounts are
payable in respect of the same Transaction. The election may be made in the
Schedule or a Confirmation by specifying that subparagraph (ii) above will not
apply to the Transactions identified as being subject to the election, together
with the starting date (in which case subparagraph (ii) above will not, or will
cease to, apply to such Transactions from such date). This election may be made
separately for different groups of Transactions and will apply separately to
each pairing of Offices through which the parties make and receive payments or
deliveries.

     

    (d) Deduction
or Withholding for Tax.

     

    (i) Gross-Up.  All
payments under this Agreement will be made without any deduction or withholding
for or on account of any Tax unless such deduction or withholding is required by
any applicable law, as modified by the practice of any relevant governmental
revenue authority, then in effect.  If a party is so required to
deduct or withhold, then that party ("X") will: —

     

    (1) promptly
notify the other party ("Y") of such requirement;

     

    (2) pay to
the relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any
additional amount paid by X to Y under this Section 2(d)) promptly upon the
earlier of determining that such deduction or withholding is required or
receiving notice that such amount has been assessed against Y;

     

    (3) promptly
forward to Y an official receipt (or a certified copy), or other documentation
reasonably acceptable to Y, evidencing such payment to such authorities;
and

     

    (4) if such
Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is
otherwise entitled under this Agreement, such additional amount as is necessary
to ensure that the net amount actually received by Y (free and clear of
Indemnifiable Taxes. whether assessed against X or Y) will equal ft full amount
Y would have received had no such deduction or withholding been required.
However, X will not be required to pay any additional amount to Y to the extent
that it would not be required to be paid but for: —

     

    (A) the
failure by Y to comply with or perform any agreement contained in Section
4(a)(i), 4(a)(iii) or 4(d); or

     

    (B) the
failure of a representation made by Y pursuant to Section 3(f) to be accurate
and true unless such failure would not have occurred but for (I) any action
taken by a taxing authority, or brought in a court of competent jurisdiction, on
or after the date on which a Transaction is entered into (regardless of whether
such action is taken or brought with respect to a party to this Agreement) or
(II) a Change in Tax Law.

     

     

    
      
        
          
             

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    (ii) Liability. If: —

     

    (1) X is
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect
of which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);

     

    (2) X does
not so deduct or withhold; and

     

    (3) a
liability resulting from such Tax is assessed directly against X,

     

    then,
except to the extent Y has satisfied or then satisfies the liability resulting
from such Tax, Y will promptly pay to X the amount of such liability (including
any related liability for interest, but including any related liability for
penalties only if Y has failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).

     

    (e) Default Interest;
Other Amounts.  Prior to the
occurrence or effective designation of an Early Termination Date in respect of
the relevant Transaction, a party that defaults in the performance of any
payment obligation will, to the extent permitted by law and subject to Section
6(c), be required to pay interest (before as well as after judgment) on the
overdue amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment to
(but excluding) the date of actual payment, at the Default Rate.  Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed.  If, prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this
Agreement.

     

    3. Representations

     

    Each
party represents to the other party (which representations will be deemed to be
repeated by each party on each date on which a Transaction is entered into and,
in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that: —

     

    (a) Basic
Representations.

     

    (i) Status.  It is duly
organised and validly existing under the laws of the jurisdiction of its
organisation or incorporation and, if relevant under such laws, in good
standing;

     

    (ii) Powers.  It has the
power to execute this Agreement and any other documentation relating to this
Agreement to which it is a party, to deliver this Agreement and any other
documentation relating to this Agreement that it is required by this Agreement
to deliver and to perform its obligations under this Agreement and any
obligations it has under any Credit Support Document to which it is a party and
has taken all necessary action to authorise such execution, delivery and
performance;

     

    (iii) No Violation or
Conflict.  Such execution, delivery and performance do not
violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;

     

    (iv) Consents.  All
governmental and other consents that are required to have been obtained by it
with respect to this Agreement or any Credit Support Document to which it is a
party have been obtained and are in full force and effect and all conditions of
any such consents have been complied with; and

     

    (v) Obligations
Binding.  Its obligations under this Agreement and any Credit
Support Document to which it is a party constitute its legal, valid and binding
obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws
affecting creditors' rights generally and subject, as to enforceability, to
equitable principles of general application (regardless of whether enforcement
is sought in a proceeding in equity or at law)).

     

    


    
      
        
          
             

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    (b) Absence of
Certain Events.  No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

     

    (c) Absence of
Litigation.  There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

     

    (d) Accuracy of
Specified Information.  All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

     

    (e) Payer Tax
Representation.  Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(e) is accurate and
true.

     

    (f) Payee Tax
Representations.  Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and
true.

     

    4. Agreements

     

    Each
party agrees with the other that, so long as either party has or may have any
obligation under this Agreement or under any Credit Support Document to which it
is a party: —

     

    (a) Furnish Specified
Information.  It will deliver to the other party or, in certain
cases under subparagraph (iii) below, to such government or taxing authority as
the other party reasonably directs: —

     

    (i) any
forms, documents or certificates relating to taxation specified in the Schedule
or any Confirmation;

     

    (ii) any other
documents specified in the Schedule of any Confirmation; and

     

    (iii) upon
reasonable demand by such other party, any form or document that may be required
or reasonably requested in writing in order to allow such other party or its
Credit Support Provider to make a payment under this Agreement or any applicable
Credit Support Document without any deduction or withholding for or on account
of any Tax or with such deduction or withholding at a reduced rate (so long as
the completion, execution or submission of such form or document would not
materially prejudice the legal or commercial position of the party in receipt of
such demand), with any such form or document to be accurate and completed in a
manner reasonably satisfactory to such other party and to be executed and to be
delivered with any reasonably required certification,

     

    in each
case by the date specified in the Schedule or such Confirmation or, if none is
specified, as soon as reasonably practicable.

     

    (b) Maintain
Authorisations.  It will use all reasonable efforts to maintain
in full force and effect all consents of any governmental or other authority
that are required to be obtained by it with respect to this Agreement or any
Credit Support Document to which it is a party and will use all reasonable
efforts to obtain any that may become necessary in the future.

     

    (c) Comply with
Laws.  It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

     

    (d) Tax
Agreement.  It will give notice of any failure of a
representation made by it under Section 3(f) to be accurate and true promptly
upon learning of such failure.

     

    (e) Payment of Stamp
Tax.  Subject to Section 11, it will pay any Stamp Tax levied
or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated,

     

    


    
      
        
          
             

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    organised,
managed and controlled. or considered to have its seat, or in which a branch or
office through which it is acting for the purpose of this Agreement is located
("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp
Tax levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other
party.

     

    5. Events
or Default and Termination Events

     

    (a) Events of
Default.  The occurrence at any time with respect to a party
or, if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party: —

     

    (i) Failure to Pay or
Deliver.  Failure by the party to make, when due, any payment
under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be
made by it if such failure is not remedied on or before the third Local Business
Day after notice of such failure is given to the party;

     

    (ii) Breach of
Agreement.  Failure by the party to comply with or perform any
agreement or obligation (other than an obligation to make any payment under this
Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a
Termination Event or any agreement or obligation under Section 4(a)(i),
4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance
with this Agreement if such failure is not remedied on or before the thirtieth
day after notice of such failure is given to the party;

     

    (iii) Credit
Support Default.

     

    (1) Failure
by the party or any Credit Support Provider of such party to comply with or
perform any agreement or obligation to be complied with or performed by it in
accordance with any Credit Support Document if such failure is continuing after
any applicable grace period has elapsed;

     

    (2) the
expiration or termination of such Credit Support Document or the failing or
ceasing of such Credit Support Document to be in full force and effect for the
purpose of this Agreement (in either case other than in accordance with its
terms) prior to the satisfaction of all obligations of such party under each
Transaction to which such Credit Support Document relates without the written
consent of the other party; or

     

    (3) the party
or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in
whole or in part, or challenges the validity of, such Credit Support
Document;

     

    (iv) Misrepresentation.  A
representation (other than a representation under Section 3(e) or (f)) made or
repeated or deemed to have been made or repeated by the party or any Credit
Support Provider of such party in this Agreement or any Credit Support Document
proves to have been incorrect or misleading in any material respect when made or
repeated or deemed to have been made or repeated;

     

    (v) Default under Specified
Transaction.  The party, any Credit Support Provider of such
party or any applicable Specified Entity of such party (1) defaults under a
Specified Transaction and, after giving effect to any applicable notice
requirement or grace period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified Transaction, (2)
defaults, after giving effect to any applicable notice requirement or grace
period, in making any payment or delivery due on the last payment, delivery or
exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days if
there is no applicable notice requirement or grace period) or (3) disaffirms,
disclaims, repudiates or rejects, in whole or in part, a Specified Transaction
(or such action is taken by any person or entity appointed or empowered to
operate it or act on its behalf);

     

    (vi) Cross Default.  If
"Cross Default" is specified in the Schedule as applying to the party, the
occurrence or existence of (1) a default, event of default or other similar
condition or event (however

     

    


    
      
        
          
             

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    described)
in respect of such party, any Credit Support Provider of such party or any
applicable Specified Entity of such party under one or more agreements or
instruments relating to Specific Indebtedness of any of them (individually or
collectively) in an aggregate amount of not less than the applicable Threshold
Amount (as specified in the Schedule) which has resulted in such Specified
Indebtedness becoming, or becoming capable at such time of being declared, due
and payable under such agreements or instruments, before it would otherwise have
been due and payable or (2) a default by such party, such Credit Support
Provider or such Specified Entity (individually or collectively) in making one
or more payments on the due date thereof in an aggregate amount of not less than
the applicable Threshold Amount under such agreements or instruments (after
giving effect to any applicable notice requirement or grace
period);

     

    (vii) Bankruptcy.  The
party, any Credit Support Provider of such party or any applicable Specified
Entity of such party:–

     

    (1) is
dissolved (other than pursuant to a consolidation, amalgamation or merger); (2)
becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a general
assignment, arrangement or composition with or for the benefit of its creditors;
(4) institutes or has instituted against it a proceeding seeking a judgment of
insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
law or other similar law affecting creditors' rights, or a petition is presented
for its winding-up or liquidation, and, in the case of any such proceeding or
petition instituted or presented against it, such proceeding or petition (A)
results in a judgment of insolvency or bankruptcy or the entry of an order for
relief or the making of an order for its winding-up or liquidation or (B) is not
dismissed, discharged, stayed or restrained in each case within 30 days of the
institution or presentation thereof, (5) has a resolution passed for its
winding-up, official management or liquidation (other than pursuant to a
consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official for it or for all or substantially
all its assets; (7) has a secured party take possession of all or substantially
all its assets or has a distress, execution, attachment, sequestration or other
legal process levied, enforced or sued on or against all or substantially all
its assets and such secured party maintains possession, or any such process is
not dismissed, discharged, stayed or restrained, in each case within 30 days
thereafter; (8) causes or is subject to any event with respect to it which.
under the applicable laws of any jurisdiction, has an analogous effect to any of
the events specified in clauses (1) to (7) (inclusive); or (9) takes any action
in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the foregoing acts; or

     

    (viii) Merger Without
Assumption.  The party or any Credit Support Provider of such
party consolidates or amalgamates with, or merges with or into, or transfers all
or substantially all its assets to, another entity and, at the time of such
consolidation, amalgamation, merger or transfer: –

     

    (1) the
resulting, surviving or transferee entity fails to assume all the obligations of
such party or such Credit Support Provider under this Agreement or any Credit
Support Document to which it or its predecessor was a party by operation of law
or pursuant to an agreement reasonably satisfactory to the other party to this
Agreement; or

     

    (2) the
benefits of any Credit Support Document fail to extend (without the consent of
the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.

     

    (b) Termination
Events.  The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event

     

     

    
      
        
          
             

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    Upon
Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:—

     

    (i) Illegality.  Due to
the adoption of, or any change in, any applicable law after the date on which a
Transaction is entered into, or due to the promulgation of, or any change in,
the interpretation by any court, tribunal or regulatory authority with competent
jurisdiction of any applicable law after such date. it becomes unlawful (other
than as a result of a breach by the party of Section 4(b)) for such party (which
will be the Affected Party):—

     

    (1) to
perform any absolute or contingent obligation to make a payment or delivery or
to receive a payment or delivery in respect of such Transaction or to comply
with any other material provision of this Agreement relating to such
Transaction; or

     

    (2) to
perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support Provider)
has under any Credit Support Document relating to such Transaction;

     

    (ii) Tax Event.  Due to
(x) any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a party
to this Agreement) or (y) a Change in Tax Law, the party (which will be the
Affected Party) will, or there is a substantial likelihood that it will, on the
next succeeding Scheduled Payment Date (1) be required to pay to the other party
an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
receive a payment from which an amount is required to be deducted or withheld
for or on account of a Tax (except in respect of interest under Section 2(e),
6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of
such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
or (B));

     

    (iii) Tax Event Upon
Merger.  The party (the "Burdened Party") on the next
succeeding Scheduled Payment Date will either (1) be required to pay an
additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
receive a payment from which an amount has been deducted or withheld for or on
account of any Indemnifiable Tax in respect of which the other party is not
required to pay an additional amount (other than by reason of Section
2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or
amalgamating with, or merging with or into, or transferring all or substantially
all its assets to, another entity (which will be the Affected Party) where such
action does not constitute an event described in Section
5(a)(viii);

     

    (iv) Credit Event Upon
Merger.  If "Credit Event Upon Merger" is specified in the
Schedule as applying to the party, such party ("X"), any Credit Support Provider
of X or any applicable Specified Entity of X consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all its assets to,
another entity and such action does not constitute an event described in Section
5(a)(viii) but the creditworthiness of the resulting, surviving or transferee
entity is materially weaker than that of X, such Credit Support Provider or such
Specified Entity, as the case may be, immediately prior to such action (and, in
such event, X or its successor or transferee, as appropriate, will be the
Affected Party); of

     

    (v) Additional Termination
Event.  If any "Additional Termination Event" is specified in
the Schedule or any Confirmation as applying. the occurrence of such event (and,
in such event. the Affected Party or Affected Parties shall be as specified for
such Additional Termination Event in the Schedule or such
Confirmation).

     

    (c) Event of Default
and Illegality.  If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

     

    


    
      
        
          
             

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    6. Early
Termination

     

    (a) Right to
Terminate Following Event of Default.  If at any time an Event
of Default with respect to a party (the “Defaulting Party”) has occurred and is
then continuing, the other party (the “Non-defaulting Party”) may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(l), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
(8).

     

    (b) Right to
Terminate Following Termination Event.

     

    (i) Notice.  If a
Termination Event occurs, an Affected Party will, promptly upon becoming aware
of it, notify the other party, specifying the nature of that Termination Event
and each Affected Transaction and will also give such other information about
that Termination Event as the other party may reasonably require.

     

    (ii) Transfer to Avoid Termination
Event.  If either an Illegality under Section 5(b)(i)(1) or a
Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon
Merger occurs and the Burdened Party is the Affected Party, the Affected Party
will, as a condition to its right to designate an Early Termination Date under
Section 6(b)(iv), use all reasonable efforts (which will not require such party
to incur a loss, excluding immaterial, incidental expenses) to transfer within
20 days after it gives notice under Section 6(b)(i) all its rights and
obligations under this Agreement in respect of the Affected Transactions to
another of its Offices or Affiliates so that such Termination Event ceases to
exist.

     

    If the
Affected Party is not able to make such a transfer it will give notice to the
other party to that effect within such 20 day period, whereupon the other party
may effect such a transfer within 30 days after the notice is given under
Section 6(b)(i).

     

    Any such
transfer by a party under this Section 6(b)(ii) will be subject to and
conditional upon the prior written consent of the other party, which consent
will not be withheld if such other party's policies in effect at such time would
permit it to enter into transactions with the transferee on the terms
proposed.

     

    (iii) Two Affected
Parties.  If an Illegality under Section 5(b)(i)(1) or a Tax
Event occurs and there are two Affected Parties, each party will use all
reasonable efforts to reach agreement within 30 days after notice thereof is
given under Section 6(b)(i) on action to avoid that Termination
Event.

     

    (iv) Right to
Terminate.  If:—

     

    (1) a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the
case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i);
or

     

    (2) an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
Party is not the Affected Party,

     

    either
party in the case of an Illegality, the Burdened Party in the case of a Tax
Event Upon Merger, any Affected Party in the case of a Tax Event or an
Additional Termination Event if there is more than one Affected Party, or the
party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may, by
not more than 20 days notice to the other party and provided that the relevant
Termination Event is then

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          8

          
            

          

        

        
           


        

      

    

    


    continuing,
designate a day not earlier than the day such notice is effective as an Early
Termination Date in respect of all Affected Transactions.

     

    (c) Effect
of Designation.

     

    (i) If notice
designating an Early Termination Date is given under Section 6(a) or (b), the
Early Termination Date will occur on the date so designated, whether or not the
relevant Event of Default or Termination Event is then continuing.

     

    (ii) Upon the
occurrence or effective designation of an Early Termination Date, no further
payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
Terminated Transactions will be required to be made, but without prejudice to
the other provisions of this Agreement. The amount, if any, payable in respect
of an Early Termination Date shall be determined pursuant to Section
6(e).

     

    (d) Calculations.

     

    (i) Statement.  On or
as soon as reasonably practicable following the occurrence of an Early
Termination Date, each party will make the calculations on its part, if any,
contemplated by Section 6(e) and will provide to the other party a statement (1)
showing, in reasonable detail, such calculations (including all relevant
quotations and specifying any amount payable under Section 6(e)) and (2) giving
details of the relevant account to which any amount payable to it is to be paid.
In the absence of written confirmation from the source of a quotation obtained
in determining a Market Quotation, the records of the party obtaining such
quotation will be conclusive evidence of the existence and accuracy of such
quotation.

     

    (ii) Payment Date.  An
amount calculated as being due in respect of any Early Termination Date under
Section 6(e) will be payable on the day that notice of the amount payable is
effective (in the case of an Early Termination Date which is designated or
occurs as a result of an Event of Default) and on the day which is two Local
Business Days after the day on which notice of the amount payable is effective
(in the case of an Early Termination Date which is designated as a result of a
Termination Event). Such amount will be paid together with (to the extent
permitted under applicable law) interest thereon (before as well as after
judgment) in the Termination Currency, from (and including) the relevant Early
Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate. Such interest will be calculated on the basis of daily
compounding and the actual number of days elapsed.

     

    (e) Payments on Early
Termination.  If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method".  If the parties fail
to designate a payment measure or payment method in the Schedule, it will be
deemed that "Market Quotation" or the "Second Method", as the case may be, shall
apply.  The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to any
Set-off.

     

    (i) Events of
Default.  If the Early Termination Date results from an Event
of Default:—

     

    (1) First Method and Market
Quotation.  If the First Method and Market Quotation apply, the
Defaulting Party will pay to the Non-defaulting Party the excess, if a positive
number, of (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid
Amounts owing to the Defaulting Party.

     

    (2) First Method and
Loss.  If the First Method and Loss apply, the Defaulting Party
will pay to the Non-defaulting Party, if a positive number, the Non-defaulting
Party's Loss in respect of this Agreement.

     

    (3) Second Method and Market
Quotation.  If the Second Method and Market Quotation apply, an
amount will be payable equal to (A) the sum of the Settlement Amount (determined
by the

     

     

    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
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    Non-defaulting
Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the
Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
Party. If that amount is a positive number, the Defaulting Party will pay it to
the Non-defaulting Party; if it is a negative number, the Non-defaulting Party
will pay the absolute value of that amount to the Defaulting Party.

     

    (4) Second Method and
Loss.  If the Second Method and Loss apply, an amount will be
payable equal to the Non-defaulting Party's Loss in respect of this Agreement.
If that amount is a positive number, the Defaulting Party will pay it to the
Non-defaulting Party; if it is a negative number, the Non-defaulting Party will
pay the absolute value of that amount to the Defaulting Party.

     

    (ii) Termination
Events.  If the Early Termination Date results from a
Termination Event:—

     

    (1) One Affected
Party.  If there is one Affected Party, the amount payable will
be determined in accordance with Section 6(e)(i)(3), if Market Quotation
applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case,
references to the Defaulting Party and to the Non-defaulting Party will be
deemed to be references to the Affected Party and the party which is not the
Affected Party, respectively, and, if Loss applies and fewer than all the
Transactions are being terminated, Loss shall be calculated in respect of all
Terminated Transactions.

     

    (2) Two Affected
Parties.  If there are two Affected Parties:—

     

    (A) if Market
Quotation applies, each party will determine a Settlement Amount in respect of
the Terminated Transactions, and an amount will be payable equal to (I) the sum
of (a) one-half of the difference between the Settlement Amount of the party
with the higher Settlement Amount ("X") and the Settlement Amount of the party
with the lower Settlement Amount ("Y") and (b) the Termination Currency
Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
Equivalent of the Unpaid Amounts owing to Y; and

     

    (B) if Loss
applies, each party will determine its Loss in respect of this Agreement (or, if
fewer than all the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable equal to one-half of the
difference between the Loss of the party with the higher Loss ("X") and the Loss
of the party with the lower Loss ("Y").

     

    If the
amount payable is a positive number, Y will pay it to X; if it is a negative
number, X will pay the absolute value of that amount to Y.

     

    (iii) Adjustment for
Bankruptcy.  In circumstances where an Early Termination Date
occurs because "Automatic Early Termination" applies in respect of a party, the
amount determined under this Section 6(e) will be subject to such adjustments as
are appropriate and permitted by law to reflect any payments or deliveries made
by one party to the other under this Agreement (and retained by such other
party) during the period from the relevant Early Termination Date to the date
for payment determined under Section 6(d)(ii).

     

    (iv) Pre-Estimate.  The
parties agree that if Market Quotation applies an amount recoverable under this
Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount
is payable for the loss of bargain and the loss of protection against future
risks and except as otherwise provided in this Agreement neither party will be
entitled to recover any additional damages as a consequence of such
losses.

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          10

          
            

          

        

        
           


        

      

    

    


    7. Transfer

     

    Subject
to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or
under this Agreement may be transferred (whether by way of security or
otherwise) by either party without the prior written consent of the other party,
except that:—

     

    (a) a party
may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right or
remedy under this Agreement); and

     

    (b) a party
may make such a transfer of all or any part of its interest in any amount
payable to it from a Defaulting Party under Section 6(e).

     

    Any
purported transfer that is not in compliance with this Section will be
void.

     

    8. Contractual
Currency

     

    (a) Payment in the
Contractual Currency.  Each payment under this Agreement will
be made in the relevant currency specified in this Agreement for that payment
(the “Contractual Currency”). To the extent permitted by applicable law, any
obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

     

    (b) Judgments.  To
the extent permitted by applicable law, if any judgment or order expressed in a
currency other than the Contractual Currency is rendered (i) for the payment of
any amount owing in respect of this Agreement, (ii) for the payment of any
amount relating to any early termination in respect of this Agreement or (iii)
in respect of a judgment or order of another court for the payment of any amount
described in (i) or (ii) above, the party seeking recovery, after recovery in
full of the aggregate amount to which such party is entitled pursuant to the
judgment or order, will be entitled to receive immediately from the other party
the amount of any shortfall of the Contractual Currency received by such party
as a consequence of sums paid in such other currency and will refund promptly to
the other party any excess of the Contractual Currency received by such party as
a consequence of sums paid in such other currency if such shortfall or such
excess arises or results from any variation between the rate of exchange at
which the Contractual Currency is converted into the currency of the judgment or
order for the purposes of such judgment or order and the rate of exchange at
which such party is able, acting in a reasonable manner and in good faith in
converting the currency received into the Contractual Currency, to purchase the
Contractual Currency with the amount of the currency of the judgment or order
actually received by such party. The term “rate of exchange” includes, without
limitation, any premiums and costs of exchange payable in connection with the
purchase of or conversion into the Contractual Currency.

     

    (c) Separate
Indemnities.  To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

     

    (d) Evidence of
Loss.  For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    9. Miscellaneous

     

    (a) Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

     

    (b) Amendments.  No
amendment, modification or waiver in respect of this Agreement will be effective
unless in writing (including a writing evidenced by a facsimile transmission)
and executed by each of the parties or confirmed by an exchange of telexes or
electronic messages on an electronic messaging system.

     

    (c) Survival of
Obligations.  Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

     

    (d) Remedies
Cumulative.  Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by
law.

     

    (e) Counterparts
and Confirmations.

     

    (i) This
Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.

     

    (ii) The
parties intend that they are legally bound by the terms of each Transaction from
the moment they agree to those terms (whether orally or otherwise). A
Confirmation shall be entered into as soon as practicable and may be executed
and delivered in counterparts (including by facsimile transmission) or be
created by an exchange of telexes or by an exchange of electronic messages on an
electronic messaging system, which in each case will be sufficient for all
purposes to evidence a binding supplement to this Agreement.  The
parties will specify therein or through another effective means that any such
counterpart, telex or electronic message constitutes a
Confirmation.

     

    (f) No Waiver of
Rights.  A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or
privilege.

     

    (g) Headings.  The
headings used in this Agreement are for convenience of reference only and are
not to affect the construction of or to be taken into consideration in
interpreting this Agreement.

     

    10. Offices;
Multibranch Parties

     

    (a) If
Section 10(a) is specified in the Schedule as applying, each party that enters
into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organisation of such party, the obligations
of such party are the same as if it had entered into the Transaction through its
head or home office.  This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered
into.

     

    (b) Neither
party may change the Office through which it makes and receives payments or
deliveries for the purpose of a Transaction without the prior written consent of
the other party.

     

    (c) If a
party is specified as a Multibranch Party in the Schedule, such Multibranch
Party may make and receive payments or deliveries under any Transaction through
any Office listed in the Schedule, and the Office through which it makes and
receives payments or deliveries with respect to a Transaction will be specified
in the relevant Confirmation.

     

    11. Expenses

     

    A
Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support
Document

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          12

          
            

          

        

        
           


        

      

    

    


    to which the Defaulting Party is a party or by reason of the early
termination of any Transaction, including, but not limited to, costs of
collection.

     

    12. Notices

     

    (a) Effectiveness.
Any notice or other communication in respect of this Agreement may be
given in any manner set forth below (except that a notice or other communication
under Section 5 or 6 may not be given by facsimile transmission or electronic
messaging system) to the address or number or in accordance with the electronic
messaging system details provided (see the Schedule) and will be deemed
effective as indicated:—

     

    (i) if in
writing and delivered in person or by courier, on the date it is
delivered;

     

    (ii) if sent
by telex, on the date the recipient's answerback is received;

     

    (iii) if sent
by facsimile transmission, on the date that transmission is received by a
responsible employee of the recipient in legible form (it being agreed that the
burden of proving receipt will be on the sender and will not be met by a
transmission report generated by the sender's facsimile machine);

     

    (iv) if sent
by certified or registered mail (airmail, if overseas) or the equivalent (return
receipt requested), on the date that mail is delivered or its delivery is
attempted; or

     

    (v) if sent
by electronic messaging system, on the date that electronic message is
received,

     

    unless
the date of that delivery (or attempted delivery) or that receipt as applicable,
is not a Local Business Day or that communication is delivered (or attempted) or
received, as applicable, after the close of business on a Local Business Day, in
which case that communication shall be deemed given and effective on the first
following day that is a Local Business Day.

     

    (b) Change of
Addresses. Either
party may by notice to the other change the address, telex or facsimile number
or electronic messaging system details at which notices or other communications
are to be given to all

     

    13. Governing
Law and Jurisdiction

     

    (a) Governing
Law. This
Agreement will be governed by and construed in accordance with the law specified
in the Schedule.

     

    (b) Jurisdiction.
With respect to any suit, action or proceedings relating to this Agreement
("Proceedings"), each party irrevocably:—

     

    (i) submits
to the jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of
the State of New York and the United States District Court located in the
Borough of Manhattan in New York City, if this Agreement is expressed to be
governed by the laws of the State of New York; and

     

    (ii) waives
any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings
have been brought in an inconvenient forum and further waives the right to
object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party.

     

    Nothing
in this Agreement precludes either party from bringing Proceedings in any other
jurisdiction (outside, if this Agreement is expressed to be governed by English
law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

     

    (c) Service of
Process. Each party irrevocably appoints the Process Agent (if any)
specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          13

          
            

          

        

        
           


        

      

    

    


    reason
any party's Process Agent is unable to act as such, such party will promptly
notify the other party and within 30 days appoint a substitute process agent
acceptable to the other party. The parties irrevocably consent to service of
process given in the manner provided for notices in Section 12. Nothing in this
Agreement will affect the right of either party to serve process in any other
manner permitted by law.

     

    (d) Waiver of
Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any
Proceedings.

     

    14. Definitions

     

    As used
in this Agreement: —

     

    "Additional Termination Event"
has the meaning specified in Section 5(b).

     

    "Affected Party" has the
meaning specified in Section 5(b).

     

    "Affected Transactions" means
(a) with respect to any Termination Event consisting of an Illegality, Tax Event
or Tax Event Upon Merger, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all
Transactions.

     

    "Affiliate" means, subject to
the Schedule, in relation to any person, any entity controlled, directly or
indirectly, by the person, any entity that controls, directly or indirectly, the
person or any entity directly or indirectly under common control with the
person. For this purpose, "control" of any entity or person means ownership of a
majority of the voting power of the entity or person.

     

    "Applicable Rate" means:
—

     

    (a) in
respect of obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

     

    (b) in
respect of an obligation to pay an amount under Section 6(e) of either party
from and after the date (determined in accordance with Section 6(d)(ii)) on
which that amount is payable, the Default Rate;

     

    (c) in
respect of all other obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate;
and

     

    (d)  in
all other cases, the Termination Rate.

     

    "Burdened Party" has the
meaning specified in Section 5(b).

     

    "Change in Tax Law" means the
enactment, promulgation, execution or ratification of, or any change in or
amendment to, any law (or in the application or official interpretation of any
law) that occurs on or after the date on which the relevant Transaction is
entered into.

     

    "consent" includes a consent,
approval, action, authorisation, exemption, notice, filing, registration or
exchange control consent.

     

    "Credit Event Upon Merger" has
the meaning specified in Section 5(b).

     

    "Credit Support Document"
means any agreement or instrument that is specified as such in this
Agreement.

     

    "Credit Support Provider" has
the meaning specified in the Schedule.

     

    "Default Rate" means a rate
per annum equal to the cost (without proof or evidence of any actual cost) to
the relevant payee (as certified by it) if it were to fund or of funding the
relevant amount plus 1% per annum.

     

    


    
      
        
          
             

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          14

          
            

          

        

        
           


        

      

    

    


    "Defaulting Party" has the
meaning specified in Section 6(a).

     

    "Early Termination Date" means
the date determined in accordance with Section 6(a) or 6(b)(iv).

     

    "Event of Default" has the
meaning specified in Section 5(a) and, if applicable, in the
Schedule.

     

    "Illegality" has the meaning
specified in Section 5(b).

     

    "Indemnifiable Tax" means any
Tax other than a Tax that would not be imposed in respect of a payment under
this Agreement but for a present or former connection between the jurisdiction
of the government or taxation authority imposing such Tax and the recipient of
such payment or a person related to such recipient (including, without
limitation, a connection arising from such recipient or related person being or
having been a citizen or resident of such jurisdiction, or being or having been
organised, present or engaged in a trade or business in such jurisdiction, or
having or having had a permanent establishment or fixed place of business in
such jurisdiction, but excluding a connection arising solely from such recipient
or related person having executed, delivered, performed its obligations or
received a payment under, or enforced, this Agreement or a Credit Support
Document).

     

    "law" includes any treaty,
law, rule or regulation (as modified, in the case of tax matters, by the
practice of any relevant governmental revenue authority) and "lawful" and
"unlawful" will be construed accordingly.

     

    "Local Business Day" means,
subject to the Schedule, a day on which commercial banks are open for business
(including dealings in foreign exchange and foreign currency deposits) (a) in
relation to any obligation under Section 2(a)(i), in the place(s) specified in
the relevant Confirmation or, if not so specified, as otherwise agreed by the
parties in writing or determined pursuant to provisions contained, or
incorporated by reference, in this Agreement, (b) in relation to any other
payment, in the place where the relevant account is located and, if different.
in the principal financial centre, if any, of the currency of such payment, (c)
in relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice provided
by the recipient and, in the case of a notice contemplated by Section 2(b), in
the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to
such Specified Transaction.

     

    "Loss" means, with respect to
this Agreement or one or more Terminated Transactions, as the case may be, and a
party, the Termination Currency Equivalent of an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which
case expressed as a negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such party
but without duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before the
relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(c)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early Termination
Date, or, if that is not reasonably practicable, as of the earliest date
thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more
leading dealers in the relevant markets.

     

    "Market Quotation" means, with
respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference
Market-makers. Each quotation will be for an amount, if any, that would be paid
to such party (expressed as a negative number) or by such party (expressed as a
positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the
obligations of such party) and the quoting Reference Market-maker to enter into
a transaction (the "Replacement Transaction") that would have the effect of
preserving for such party the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          15

          
            

          

        

        
           


        

      

    

    


    been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination Date is to be
included. The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is
so obliged, after consultation with the other. If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values, If
exactly three such quotations are provided, the Market Quotation will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded. If fewer than three
quotations are provided, it will be deemed that the Market Quotation in respect
of such Terminated Transaction or group of Terminated Transactions cannot be
determined.

     

    "Non-default Rate" means a
rate per annum equal to the cost (without proof or evidence of any actual cost)
to the Non-defaulting Party (as certified by it) if it were to fund the relevant
amount.

     

    "Non-defaulting Party" has the
meaning specified in Section 6(a).

     

    "Office" means a branch or
office of a party, which may be such party's head or home office.

     

    "Potential Event of Default"
means any event which, with the giving of notice or the lapse of time or both,
would constitute an Event of Default.

     

    "Reference Market-makers"
means four leading dealers in the relevant market selected by the party
determining a Market Quotation in good faith (a) from among dealers of the
highest credit standing which satisfy all the criteria that such party applies
generally at the time in deciding whether to offer or to make an extension of
credit and (b) to the extent practicable, from among such dealers having an
office in the same city.

     

    "Relevant Jurisdiction" means,
with respect to a party, the jurisdictions (a) in which the party is
incorporated, organised, managed and controlled or considered to have its seat,
(b) where an Office through which the party is acting for purposes of this
Agreement is located, (c) in which the party executes this Agreement and (d) in
relation to any payment, from or through which such payment is
made.

     

    "Scheduled Payment Date" means
a date on which a payment or delivery is to be made under Section 2(a)(i) with
respect to a Transaction.

     

    "Set-off" means set-off, offset,
combination of accounts, right of retention or withholding or similar right or
requirement to which the payer of an amount under Section 6 is entitled or
subject (whether arising under this Agreement, another contract, applicable law
or otherwise) that is exercised by, or imposed on, such payer.

     

    "Settlement Amount" means,
with respect to a party and any Early Termination Date, the sum
of.-

     

    (a) the
Termination Currency Equivalent of the Market Quotations (whether positive or
negative) for each Terminated Transaction or group of Terminated Transactions
for which a Market Quotation is determined; and

     

    (b) such
party's Loss (whether positive or negative and without reference to any Unpaid
Amounts) for each Terminated Transaction or group of Terminated Transactions for
which a Market Quotation cannot be determined or would not (in the reasonable
belief of the party making the determination) produce a commercially reasonable
result.

     

    "Specified Entity" has the
meaning specified in the Schedule.

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          16

          
            

          

        

        
           


        

      

    

    


    "Specified Indebtedness"
means, subject to the Schedule, any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of
borrowed money.

     

    "Specified Transaction" means,
subject to the Schedule, (a) any transaction (including an agreement with
respect thereto) now existing or hereafter entered into between one party to
this Agreement (or any Credit Support Provider of such party or any applicable
Specified Entity of such party) and the other party to this Agreement (or any
Credit Support Provider of such other party or any applicable Specified Entity
of such other party) which is a rate swap transaction, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions), (b) any combination of these transactions and (c) any other
transaction identified as a Specified Transaction in this Agreement or the
relevant confirmation.

     

    "Stamp Tax" means any stamp,
registration, documentation or similar tax.

     

    "Tax" means any present or
future tax, levy, impost, duty, charge, assessment or fee of any nature
(including interest, penalties and additions thereto) that is imposed by any
government or other taxing authority in respect of any payment under this
Agreement other than a stamp, registration, documentation or similar
tax.

     

    "Tax Event" has the meaning
specified in Section 5(b).

     

    "Tax Event Upon Merger" has
the meaning specified in Section 5(b).

     

    "Terminated Transactions"
means with respect to any Early Termination Date (a) if resulting from a
Termination Event, all Affected Transactions and (b) if resulting from an Event
of Default, all Transactions (in either case) in effect immediately before the
effectiveness of the notice designating that Early Termination Date (or, if
“Automatic Early Termination” applies, immediately before that Early Termination
Date).

     

    "Termination Currency" has the
meaning specified in the Schedule.

     

    "Termination Currency
Equivalent" means, in respect of any amount denominated in the
Termination Currency, such Termination Currency amount and, in respect of any
amount denominated in a currency other than the Termination Currency (the “Other
Currency”), the amount in the Termination Currency determined by the party
making the relevant determination as being required to purchase such amount of
such Other Currency as at the relevant Early Termination Date, or, if the
relevant Market Quotation or Loss (as the case may be), is determined as of a
later date, that later date, with the Termination Currency at the rate equal to
the spot exchange rate of the foreign exchange agent (selected as provided
below) for the purchase of such Other Currency with the Termination Currency at
or about 11:00 a.m. (in the city in which such foreign exchange agent is
located) on such date as would be customary for the determination of such a rate
for the purchase of such Other Currency for value on the relevant Early
Termination Date or that later date. The foreign exchange agent will, if only
one party is obliged to make a determination under Section 6(e), be selected in
good faith by that party and otherwise will be agreed by the
parties

     

    "Termination Event" means an
Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be
applicable, a Credit Event Upon Merger or an Additional Termination
Event.

     

    "Termination Rate" means a
rate per annum equal to the arithmetic mean of the cost (without proof or
evidence of any actual cost) to each party (as certified by such party) if it
were to fund or of funding such amounts.

     

    "Unpaid Amounts" owing to any
party means, with respect to an Early Termination Date, the aggregate of (a) in
respect of all Terminated Transactions, the amounts that became payable (or that
would have become payable but for Section 2(a)(iii)) to such party under Section
2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at
such Early Termination Date and (b) in respect of each Terminated Transaction.
for each obligation under Section 2(a)(i) which was (or would have been but for
Section 2(a)(iii)) required to be settled by delivery to such party on or prior
to such Early Termination Date and which has not been so settled as at such
Early Termination Date, an amount equal to the fair market

     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          17

          
            

          

        

        
           


        

      

    

    


    value of
that which was (or would have been) required to be delivered as of the
originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or would
have been required to have been paid or performed to (but excluding) such Early
Termination Date, at the Applicable Rate. Such amounts of interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed. The fair market value of any obligation referred to in clause (b) above
shall be reasonably determined by the party obliged to make the determination
under Section 6(e) or, if each party is so obliged, it shall be the average of
the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.

     

    


     

    


     

    [Remainder
of Page Intentionally Left Blank]

     

     

    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          18

          
            

          

        

        
           


        

      

    

    


    


     

    IN
WITNESS WHEREOF the parties have executed this document on the respective dates
specified below with effect from the date specified on the first page of this
document.

     

    
      	
              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

               

               

            


    

    


    


     

    


    
      
        
          
             

            ISDAÒ
1992

          

           


        

        
          19

          
            

          

        

        
           


        

      

    

     

    


    SCHEDULE

    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")

    


    


    
      	
              Part
      1.  

            	
              Termination
      Provisions.

            


    

     

    
      	
              (a)  

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

            


    

     

    
      
        	 	
                Section
      5(a)(v),

              	
                Not
      applicable.

              
	 	
                Section
      5(a)(vi),

              	
                Not
      applicable.

              
	 	
                Section
      5(a)(vii),

              	
                Not
      applicable.

              
	 	
                Section
      5(b)(iv),

              	
                Not
      applicable.

              
	 	 
      	 
      
	 	
                in
      relation to Party B for the purpose of:

              
	 	 
      	 
      
	 	
                Section
      5(a)(v),

              	
                Not
      applicable.

              
	 	
                Section
      5(a)(vi),

              	
                Not
      applicable.

              
	 	
                Section
      5(a)(vii),

              	
                Not
      applicable.

              
	 	
                Section
      5(b)(iv),

              	
                Not
      applicable.

              


      

    

    


    
      	
              (b)  

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

            


    

     

    
      	
              (c)  

            	
              The
      "Breach of
      Agreement"
      provisions of Section 5(a)(ii), the "Misrepresentation" provisions of Section
      5(a)(iv) and the "Default
      under Specified Transaction" provisions of Section
      5(a)(v) will not apply to Party B; provided, however, that
      notwithstanding anything to the contrary in Section 5(a)(ii), any failure
      by Party A to comply with or perform any obligation to be complied with or
      performed by Party A under the Credit Support 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 First 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).

            


    

     

    


    
      
        
           


        

        
          20

          
            

          

        

        
           


        

      

    

    


    
      	
              (d)  

            	
              The
      "Credit
      Support Default" provisions of Section
      5(a)(iii) will apply to Party A and will not apply to Party B except that
      Section 5(a)(iii)(1) will apply in respect of Party B's obligations under
      Paragraph 3(b) of the Credit Support Annex; provided, however, that
      notwithstanding anything to the contrary in Section 5(a)(iii)(1), any
      failure by Party A to comply with or perform any obligation to be complied
      with or performed by Party A under the Credit Support 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 First 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).

            


    

     

    
      	
              (e)  

            	
              The
      "Cross
      Default" provisions of Section 5(a)(vi) will apply to Party A and
      will not apply to Party B.

            


    

     

    For the
purposes of Section 5(a)(vi), the following provisions apply:

     

    "Specified
Indebtedness" will have the meaning specified in Section 14 of this
Agreement unless another meaning is specified here:  No change from
Section 14, except that such term shall not include obligations in respect of
deposits received in the ordinary course of Party A's banking
business.

     

    "Threshold
Amount" means, with respect to Party A, an amount equal to 3 percent of
the shareholders' equity of Party A or, if applicable, its Eligible
Guarantor.

     

    
      	
              (f)  

            	
              Bankruptcy

            


    

     

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

     

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

     

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

     

    Section
5(a)(vii)(6) will not apply to Party B to the extent that such provision refers
to (i) any appointment that is effected by or pursuant to the Basic Documents or
(ii) any appointment to which Party B has not become subject.

     

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

     

    
      	
              (g)  

            	
              Tax
      Event and Tax Event Upon Merger

            


    

     

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

     

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

    


    
      
        
           


        

        
          21

          
            

          

        

        
           


        

      

    

    


    Affected
Party.

    


    
      	
              (h)  

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

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (j)  

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

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

            	
              The
      Second Method will apply.

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (k)  

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

            


    

     

    
      	
              (i)  

            	
              The
      definition of "Market
      Quotation" will be deleted in its entirety and replaced with the
      following:

            


    

     

    "Market
Quotation" means, with respect to one or more Terminated Transactions, a
Firm Offer which is (1) made by a Reference Market-maker that is an Eligible
Replacement, (2) for an amount that would be paid to Party B (expressed as a
negative number) or by Party B (expressed as a positive number) in consideration
of an agreement between Party B and such Reference Market-maker to enter into a
transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transactions or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that date, (3) made on the basis that Unpaid Amounts in respect
of the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each

     

    


    
      
        
           


        

        
          22

          
            

          

        

        
           


        

      

    

    


    applicable
condition precedent) after that Early Termination Date is to be included and (4)
made in respect of a Replacement Transaction with terms that are, in all
material respects, no less beneficial for Party B than those of this Agreement
(save for the exclusion of provisions relating to Transactions that are not
Terminated Transactions), as determined by Party B."

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

            	
              The
      definition of "Settlement
      Amount" will be deleted in its entirety and replaced with the
      following:

            


    

     

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

     

    
      	
              (A)  

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

            


    

     

    
      	
              (B)  

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

            


    

     

    
      	
              (C)  

            	
              if,
      on such Early Termination Date, no Market Quotation for the relevant
      Terminated Transaction or group of Terminated Transactions has been
      accepted by Party B so as to become legally binding and no Market
      Quotations have been communicated to Party B and remain capable of
      becoming legally binding upon acceptance by Party B, Party B's Loss
      (whether positive or negative and without reference to any Unpaid Amounts)
      for the relevant Terminated Transaction or group of Terminated
      Transactions."

            


    

     

    
      	
              (iv)  

            	
              If
      Party B requests Party A in writing to obtain Market Quotations, Party A
      will use its reasonable efforts to do so before the Early Termination
      Date.

            


    

     

    
      	
              (v)  

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

            


    

     

    "Second Method
and Market Quotation. If Second Method and Market Quotation apply, (1)
Party B will pay to Party A an amount equal to the absolute value of the
Settlement Amount in respect of the Terminated Transactions, (2) Party B will
pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing
to Party A and (3) Party A will pay to Party B the Termination Currency
Equivalent of

     

    


    
      
        
           


        

        
          23

          
            

          

        

        
           


        

      

    

    


    the
Unpaid Amounts owing to Party B; provided that (i) the
amounts payable under (2) and (3) will be subject to netting in accordance with
Section 2(c) of this Agreement and (ii) notwithstanding any other provision of
this Agreement, any amount payable by Party A under (3) will not be netted-off
against any amount payable by Party B under (1)."

     

    
      	
               
      

            	
              (vi)

            	
              At
      any time on or before the Early Termination Date at which two or more
      Market Quotations from Eligible Replacements have been communicated to
      Party B and remain capable of becoming legally binding upon acceptance by
      Party B, Party B will be entitled to accept only the lowest of such Market
      Quotations (for the avoidance of doubt, (i) a Market Quotation expressed
      as a negative number is lower than a Market Quotation expressed as a
      positive number and (ii) the lower of two Market Quotations expressed as
      negative numbers is the one with the largest absolute
    value).

            


    

     

    
      	
              (l)  

            	
              "Termination
      Currency" means United
      States Dollars.

            


    

     

    
      	
              (m)  

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

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

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

            


    

     

    
      	
              (v)  

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

            


    

     

    
      	
              (vi)  

            	
              Moody's
      Second Rating Trigger.

            


    

     

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

     

    (B)(1)
The Moody's Second Rating Trigger Requirements apply and 30 or more Local
Business Days have elapsed since the last time the Moody's Second Rating Trigger
Requirements did not apply and (2)(a) at least one Eligible Replacement has made
a Firm Offer (which remains capable of becoming legally binding
upon

     

    


    
      
        
           


        

        
          24

          
            

          

        

        
           


        

      

    

    


    acceptance)
to be the transferee of a transfer to be made in accordance with Section 7 (as
amended below) or (b) at least one entity meeting at least the Moody's Second
Trigger Required Ratings has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance by the offeree) to provide an Eligible
Guarantee in respect of all of Party A's present and future obligations under
this Agreement, with Party A as the sole Affected
Party; and

     

    
      	
              (vii)  

            	
              S&P's Rating
      Trigger.  Failure of Party
      A to comply with the requirements of Part 5(o), with Party A as the sole
      Affected Party.

            


    

     

    
      	
              Part
      2.  

            	
              Tax
      Representations.

            


    

     

    
      	
              (a)  

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

            


    

     

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

     

    
      	
              (b)  

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

            


    

     

    
      	
              (i)  

            	
              Party
      A makes the following
representations:

            


    

     

    
      	
              (1)  

            	
              Party
      A is a tax resident of the United
Kingdom;

            


    

     

    
      	
              (2)  

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

            


    

     

    
      	
              (3)  

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

            


    

     

    
      	
              (4)  

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

            


    

     

    


    
      
        
           


        

        
          25

          
            

          

        

        
           


        

      

    

    


    
      	
              (5)  

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

            


    

     

    
      	
              Part
      3.  

            	
              Agreement
      to Deliver Documents.

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              Party
      required to deliver document

               

            	 
      	
              Form/Document/Certificate

            	 
      	
              Date
      by which to be delivered

            
	
              Party
      A and Party B

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

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

               

            


    

    


    
      	
              (b)  

            	
              Other
      documents to be delivered are:

            


    

     

    
      	
              Party
      required to deliver document

            	 
      	
              Form/Document/Certificate

            	 
      	
              Date
      by which to be delivered

            	 
      	
              Covered
      by Section 3(d) Representation

            
	
              Party
      A

               

               

               

               

               

            	 
      	
              Annual
      Report of Party A containing consolidated financial statements certified
      by independent certified public accountants and prepared in accordance
      with generally accepted accounting principles in the country in which the
      party is organized; provided, that the Annual Report will not be required
      to be delivered if it is publicly available on Party A's
      website.

               

            	 
      	
              Promptly
      upon Party B's request.

               

            	 
      	
              Yes

            
	
              Party
      A and Party B

               

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

               

            	 
      	
              Upon
      execution of this Agreement.

               

            	 
      	
              Yes

            
	
              Party
      A and Party B

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

               

            	 
      	
              Upon
      execution of this Agreement.

            	 
      	
              No

            


       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      	
              Party
      A

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

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

            	 
      	
              Yes

            
	
              Party
      A

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

            	 
      	
              At
      or promptly following execution of this Agreement.

            	 
      	
              Yes

            
	
              Party
      B

            	 
      	
              Copies
      of executed Indenture and Sale and Servicing Agreement.

            	 
      	
              Upon
      execution of such agreements.

            	 
      	
              No

            


    

    


    
      	
              Part
      4.  

            	
              Miscellaneous

            


    

     

    
      	
              (a)  

            	
              Addresses
      for Notices:

            


    

     

    (1)  TO PARTY A:

    


    For the
purpose of Section 12(a), any notice to Party A relating to a particular
Transaction will be delivered to the address or facsimile number specified in
the Confirmation of such Transaction.  Any notice delivered for
purposes of Sections 5 and 6 of this Agreement will be delivered to the
following address:

    


    
      
        	 
      	
                c/o
      RBS Financial Markets

                Level
      7, 135 Bishopsgate

                London
      EC2M 3UR

                Attn:           Head
      of Legal, Financial Markets

                Tel:           44
      207 085 5000

                Fax:           44
      207 085 8411

                 

                With
      a copy to:

                 

                c/o
      Greenwich Capital Markets, Inc.

                600
      Steamboat Road

                Greenwich,
      CT  06830

                Attn:           Legal
      Department – Derivatives Documentation

                Tel:           203-618-2531/32

                Fax:           203-618-2533/34

              


      

    

    


    


    
      
        
           


        

        
          27

          
            

          

        

        
           


        

      

    

    


    (2)                 
TO PARTY B:

     

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

    


    
      
        	 
      	
                U.S.
      Bank Trust National Association,

                   as
      Owner Trustee for

                   Ford
      Credit Auto Owner Trust 2009-A

                300
      Delaware Avenue, Ninth Floor

                Wilmington,
      Delaware 19801

                Attn:  Corporate
      Trust Department

                Tel:  (302)
      576-3704

                Fax:  (302)
      576-3717

                 

              
	
                with
      copies to:

                 

              	 
      
	 
      	
                The
      Bank of New York Mellon,

                   as
      Indenture Trustee for

                   Ford
      Credit Auto Owner Trust 2009-A

                101
      Barclay Street

                Floor
      8 West

                New
      York, New York 10286

                Attn:
      Structured Finance Services -

                Asset
      Backed Securities, Ford 2009-A

                Tel:  (212)
      815-4389

                Fax:  (212)
      815-2493

              
	
                and

                 

              	 
      
	 
      	
                Ford
      Motor Credit Company LLC

                One
      American Road, Suite 2411

                Dearborn,
      Michigan  48126

                Attn:  Corporate
      Secretary

                Tel:  (313)
      323-1200

                Fax:  (313)
      248-7613

              
	
                                               
      and

                 

              	 
      
	 
      	
                Ford
      Motor Credit Company LLC

                c/o
      Ford Motor Company

                World
      Headquarters, Suite 801-C1

                One
      American Road

                Dearborn,
      Michigan 48126

                Attn:
      Securitization Operations Supervisor

                Tel:
      (313) 594-3495

                Fax:
      (313) 390-4133

              


      

    

    
      	
              (b)  

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

            


    

     

    
      
      

    

    
                     
Party A appoints as its Process Agent:   Not
applicable.

    

     

    Party B
appoints as its Process Agent:   Not applicable.

    


    
      
        
           


        

        
          28

          
            

          

        

        
           


        

      

    

    


    


    
      	
              (c)  

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

            


    

     

    
      	
              (d)  

            	
              Multibranch
      Party.  For the
      purpose of Section 10:

            


    

     

    
      	
              (i)  

            	
              Party
      A is a Multibranch Party and may act through the following
      Offices:  London, and New
York.

            


    

     

    
      	
              (ii)  

            	
              Party
      B is not a Multibranch Party.

            


    

     

    
      	
              (e)  

            	
              Calculation
      Agent.  The Calculation Agent is Party
  B.

            


    

     

    
      	
              (f)  

            	
              Credit
      Support Document.  Details of any Credit Support
      Document:

            


    

     

    In
relation to Party
A:                                           The
1994 ISDA Credit Support Annex to this Agreement, dated as of the date hereof
and attached hereto (the "Credit Support
Annex"), and any Eligible Guarantee provided to Party B in support of
Party A's obligations under this Agreement.

     

    In
relation to Party
B:                                           The
Credit Support Annex, solely in respect of Party B's obligations under Paragraph
3(b) of the Credit Support Annex.

     

    
      	
              (g)  

            	
              Credit
      Support Provider.

            


    

     

    In
relation to Party
A:                                           The
guarantor under any Eligible Guarantee provided to Party B in support of Party
A's obligations under this Agreement.

     

    In
relation to Party
B:                                           Not
applicable.

     

    
      	
              (h)  

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

            


    

     

    
      	
              (i)  

            	
              Single
      Agreement. Section 1(c) will be amended by the addition of the
      words ", the Credit Support Annex" after the words "Master
      Agreement".

            


    

     

    
      	
              (j)  

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

            


    

     

    
      	
              (k)  

            	
              "Affiliate" will have the meaning
      specified in Section 14.

            


    

     

    
      	
              (l)  

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

            


    

     

    
      	
              (m)  

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

            


    

     

    


    
      
        
           


        

        
          29

          
            

          

        

        
           


        

      

    

    


    
      	
              Part
      5.

            	
              Other
      Provisions.

            


    

     

    
      	
              (a)  

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

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

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

            


    

     

    
      	
              (v)  

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

            


    

     

    
      	
              (vi)  

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

            


    

     

    
      	
              (vii)  

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

            


    

     

    
      	
              (b)  

            	
              Tax
      Provisions.

            


    

     

    
      	
              (i)  

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

            


    

     

    


    
      
        
           


        

        
          30

          
            

          

        

        
           


        

      

    

    


    
      	
              (ii)  

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

            


    

     

    
      	
              (c)  

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

            


    

     

    
      	
              (d)  

            	
              Limited
      Recourse; Subordination.

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (e)  

            	
              Party B
      Pledge.  Notwithstanding
      anything in Section 7 to the contrary, Party A acknowledges that (i) Party
      B will pledge its rights under this Agreement to the Indenture Trustee for
      the benefit of the Noteholders and the Swap Counterparties pursuant to the
      Indenture and agrees to such pledge and (ii) Party A (as a Secured Party
      under the Basic Documents) has no voting rights in connection with any
      action to be taken on behalf of the

            


    

     

    


    
      
        
           


        

        
          31

          
            

          

        

        
           


        

      

    

    


    
      	
                

            	
              Secured
      Parties.  The Indenture Trustee will not be deemed to be a party
      to this Agreement; provided, however, the
      Indenture Trustee, acting on behalf of the holders of the Notes, will have
      the right to enforce this Agreement against Party A.  Party A
      will be entitled to rely on any notice or communication from the Indenture
      Trustee to that effect.  Party A acknowledges that Party B will
      pledge substantially all its assets to the Indenture Trustee for the
      benefit of the Noteholders and Party A and that all payments hereunder,
      including payments on early termination, will be made in accordance with
      the priority of payment provisions of the Indenture and the Sale and
      Servicing Agreement and on the Payment Dates specified
      therein.

            


    

     

    
      	
              (f)  

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

            


    

     

    
      	
              (g)  

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

            


    

     

    
      	
              (h)  

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

            


    

     

    
      	
              (i)  

            	
              Set-off.  

            


    

     

    
      
        	
                 
      

              	
                (i)

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

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

              


      

    

    


    
    

    
      	
              (j)  

            	
              Limitation
      of Liability of Owner Trustee.  Notwithstanding anything
      contained in this Agreement to the contrary, this instrument (and any
      Confirmation pursuant to this instrument) has been or will be signed on
      behalf of Party B by U.S. Bank Trust National Association not in its
      individual capacity but solely in its capacity as Owner Trustee of Party B
      and in no event will U.S. Bank Trust National Association in its
      individual capacity or any beneficial owner of Party B have any liability
      for the representations, warranties,
covenants,

            


    

     

    


    
      
        
           


        

        
          32

          
            

          

        

        
           


        

      

    

    


    
      	
               

            	
              agreements
      or other obligations of Party B under this Agreement or under any such
      Confirmation, as to all of which recourse will be had solely to the assets
      of Party B.  For all purposes of this Agreement and any
      Confirmation, in the performance of any duties or obligations of Party B
      hereunder, the Owner Trustee will be subject to, and entitled to the
      benefits of, the terms and provisions of the Trust Agreement; provided, however, that
      the foregoing will not relieve the Owner Trustee from any liability it
      might otherwise have under the Trust Agreement as a result of its gross
      negligence or willful misconduct.

            


    

     

    
      	
              (k)  

            	
              Definitions.  Unless otherwise
      specified in a Confirmation, this Agreement and the relevant Transaction
      between the parties are subject to the 2006 ISDA Definitions (as published
      by the International Swaps and Derivatives Association, Inc.) (the
      "Definitions"), and will be governed in all
      relevant respects by the provisions set forth in the Definitions, without
      regard to any amendment to the Definitions subsequent to the date
      hereof.  The provisions of the Definitions are incorporated by
      reference in and will be deemed a part of this Agreement, except that
      references in the Definitions to a "Swap Transaction" will be deemed
      references to a "Transaction" for purposes of this
      Agreement.  In the event of any inconsistency between the
      provisions of this Agreement and the Definitions, this Agreement will
      prevail.  In the event of any inconsistency between the
      provision of any Confirmation and this Agreement or the Definitions, such
      Confirmation will prevail for the purpose of the relevant
      Transaction.

            


    

     

    For the
purpose of this Agreement:

     

    "Eligible Guarantee"
means an unconditional and irrevocable guarantee that is provided by a guarantor
that is as principal debtor rather than surety and is directly enforceable by
Party B, where (A) a law firm has given a legal opinion confirming that none of
the guarantor's payments to Party B under such guarantee will be subject to
deduction or withholding for Tax and such opinion has been delivered to Moody's,
(B) such guarantee provides that, in the event that any of such guarantor's
payments to Party B are subject to deduction or withholding for Tax, such
guarantor is required to pay such additional amount as is necessary to ensure
that the net amount actually received by Party B (free and clear of any tax)
will equal the full amount Party B would have received had no such deduction or
withholding been required or (C) in the event that any payment under such
guarantee is made net of deduction or withholding for Tax, Party A is required
under Section 2(a)(i) to make such additional payment as is necessary to ensure
that the net amount actually received by Party B will equal the full amount
Party B would have received had no such deduction or withholding been
required.

     

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

     

    


    
      
        
           


        

        
          33

          
            

          

        

        
           


        

      

    

    


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

     

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

     

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

     

    
      	
              (l)  

            	
              Additional
      Defined Terms. Capitalized terms
      used but not defined in this Agreement (including this Schedule) or any
      Confirmation are defined in the Sale and Servicing Agreement, dated as of
      March 1, 2009 (including Appendix A to such Sale and Servicing Agreement),
      as amended, supplemented or otherwise modified, among Party B, Ford Motor
      Credit Company LLC, as Servicer, and Ford Credit Auto Receivables Two LLC,
      as Depositor.

            


    

     

    
      	
              (m)  

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

            


    

     

    
      	
              (i)  

            	
              Fitch's
      First Rating Trigger.  If no Relevant Entity has a short
      term unsecured debt rating of "F1" or better or a long term unsecured debt
      rating of "A" or better by Fitch (such rating thresholds, the "Fitch First
      Trigger Required Ratings" and such failure, the "Fitch First
      Rating Trigger") and the Fitch Second Rating Trigger has not
      occurred, then within 30 calendar days of such failure (or on the date of
      this Agreement, if no Relevant Entity has the Fitch First Trigger Required
      Ratings as of the date of this Agreement), Party A will, at its own cost,
      (A) post collateral in the amount and manner as set forth in the Credit
      Support Annex, (B) procure an Eligible Guarantee in respect of all of
      Party A's present and future obligations under this Agreement to be
      provided by a guarantor having the Fitch First Trigger Required Ratings
      and which procurement will not be effective without the prior written
      confirmation of Fitch that such procurement will not cause Fitch to reduce
      or withdraw its then current rating on the Notes, (C) effect a transfer in
      accordance with Section 7 (as amended below) or (D) establish any other
      arrangement satisfactory to Party B and to Fitch as to not cause Fitch to
      reduce or withdraw its then current rating on the
  Notes.

            


    

     

    
      	
              (ii)  

            	
              Fitch's
      Second Rating Trigger.  If no Relevant Entity has a short
      term unsecured debt rating of "F2" or better or a long term unsecured debt
      rating of "BBB+" or better by Fitch (such rating thresholds, the "Fitch
      Second Trigger Required Ratings" and such failure, the "Fitch
      Second Rating Trigger"), then within 30 calendar days of such
      failure, Party A will, at its own cost, procure either (A) an Eligible
      Guarantee in respect of all of Party A's present and future obligations
      under this Agreement to be provided by a guarantor having the Fitch Second
      Trigger Required Ratings and which procurement will not be effective
      without the prior written confirmation of Fitch that such procurement will
      not cause Fitch to reduce or withdraw its then current rating on the Notes
      or (B) a transfer in accordance with Section 7 (as amended below); provided that
      Party A will promptly post collateral in the amount and manner as set
      forth in the Credit Support Annex while a replacement or guarantor is
      being sought.

            


    

     

    


    
      
        
           


        

        
          34

          
            

          

        

        
           


        

      

    

    


    
      	
              (n)  

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

            


    

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

            	
              The
      "Moody's First
      Rating Trigger Requirements" will apply so long as no Relevant
      Entity has the Moody's First Trigger Required Ratings.  Within
      30 Local Business Days after the Moody's First Rating Trigger Requirements
      apply, Party A will, at its own cost, (A) procure an Eligible Guarantee in
      respect of all of Party A's present and future obligations under this
      Agreement to be provided by a guarantor meeting the Moody's First Trigger
      Required Ratings, (B) effect a transfer in accordance with Section 7 (as
      amended below) or (C) post collateral in the amount and manner as set
      forth in the Credit Support Annex.

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

            	
              The
      "Moody's Second
      Rating Trigger Requirements" will apply so long as no Relevant
      Entity has the Moody's Second Trigger Required Ratings.  Within
      30 Local Business Days after the Moody's Second Rating Trigger
      Requirements apply, Party A will post collateral in the amount and manner
      as set forth in the Credit Support Annex.  Party A will also, at
      its own cost, use commercially reasonable efforts to, as soon as
      reasonably practicable, procure either (A) an Eligible Guarantee in
      respect of all of Party A's present and future obligations under this
      Agreement to be provided by a guarantor meeting at least the Moody's
      Second Trigger Required Ratings or (B) a transfer in accordance with
      Section 7 (as amended below).

            


    

     

    
      	
              (o)  

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

            


    

     

    
      	
               
      

            	
              (i)

            	
              S&P's
      First Rating Trigger.  If no Relevant Entity has a short
      term unsecured debt rating of "A-1" or better by S&P or, if no
      Relevant Entity has a short term unsecured debt rating by S&P, a long
      term unsecured debt rating of "A+" or better by S&P (such rating
      thresholds, the "S&P
      First Trigger Required Ratings" and such failure, the "S&P
      First Rating Trigger"), then within 10 Local Business Days of such
      failure, Party A will, at its own cost, post additional collateral in the
      amount and manner as set forth in the Credit Support
      Annex.  Party A will also, at its own cost, within 60 calendar
      days of such failure, use commercially reasonable efforts to procure
      either (A) an Eligible Guarantee in respect of all of Party A's present
      and future obligations under this Agreement to be provided by a guarantor
      having the S&P First Trigger Required Ratings and which procurement
      will not be effective without the prior written confirmation of S&P
      that such procurement will not cause S&P to reduce or withdraw its
      then current rating on the Notes or (B) a transfer to an Eligible
      Replacement in accordance with Section 7 (as amended
    below).

            


    

     

    


    
      
        
           


        

        
          35

          
            

          

        

        
           


        

      

    

     

    
      
        	
                (p)  

              	
                Transfers.

              


      

       

    

    Section 7
of this Agreement is hereby deleted in its entirety and replaced with the
following:

     

    "Subject
to Section 6(b)(ii), neither Party A nor Party B may assign, novate or transfer
(whether by way of security or otherwise) any interest or obligation in or under
this Agreement without (x) the prior written consent of the other party and (y)
complying with the requirements in Part 5(q) of the Schedule, except
that:

     

    
      	
              (i)  

            	
              subject
      to Part 5(q) of the Schedule, if the Moody's First Rating Trigger
      Requirements apply, Party A may (at its own cost) transfer all or
      substantially all of its rights and obligations with respect to this
      Agreement to any other entity (a "Transferee")
      that is an Eligible Replacement such that the Transferee contracts with
      Party B on terms that (x) have the effect of preserving for Party B the
      economic equivalent of all payment and delivery obligations (whether
      absolute or contingent and assuming the satisfaction of each applicable
      condition precedent) under this Agreement immediately before such transfer
      and (y) are in all material respects no less beneficial for Party B than
      the terms of this Agreement immediately before such transfer, as
      determined by Party B acting in a commercially reasonable
      manner;

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

            	
              a
      party may make such a transfer of this Agreement pursuant to a
      consolidation or amalgamation with, or merger with or into, or transfer of
      all or substantially all of its assets to, another entity (but without
      prejudice to any other right or remedy under this Agreement);
      and

            


    

     

    
      	
              (i)  

            	
              a
      party may make such transfer of all or any part of its interest in any
      amount payable to it from a Defaulting Party under Section
      6(e)."

            


    

     

    
      	
              (q)  

            	
              Approval of
      Amendments, Transfers or Assignments.  Notwithstanding
      any other provisions of this Agreement, no amendments to this Agreement
      will be effected, nor may the rights and obligations of Party A be
      transferred or assigned (other than transfers and assignments pursuant to
      Section 7(iii) or (iv)), unless (a) S&P confirms in writing that such
      amendment, transfer or assignment will not cause S&P to reduce or
      withdraw its then-current rating on any of the Notes and (b) Party A has
      provided notice of such action to Moody's and Fitch at least 10 Business
      Days prior to its effectiveness.

            


    

     

    
      	
              (r)  

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

            


    

     

    
      	
              (s)  

            	
              Regulation
      AB Financial Disclosure.

            


    

     

    Party A
acknowledges that for so long as there are reporting obligations with respect to
any Transaction under this Agreement under Regulation AB, the Depositor is
required under Regulation AB to disclose certain information set forth in
Regulation AB regarding Party A

     

    


    
      
        
           


        

        
          36

          
            

          

        

        
           


        

      

    

    


    or its
group of affiliated entities, if applicable, depending on the aggregate
"significance percentage" of this Agreement and any other derivative contracts
between Party A or its group of affiliated entities, if applicable, and Party B,
as calculated from time to time in accordance with Item 1115 of Regulation
AB.

     

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

     

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

     

    
      	
              (t)  

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

            


    

     

    
      	
              (u)  

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

            


    

     

    
      	
              (v)  

            	
              Counterparts.  This
      Agreement may be executed in several counterparts, each of which shall be
      deemed an original but all of which together shall constitute one and the
      same instrument.

            


    

     

    
      	
              (w)  

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

            


    

     

    


    
      
        
           


        

        
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      [SIGNATURE
PAGE FOLLOWS]

    

    


    
      
        
           


        

        
          38

          
            

          

        

        
           


        

      

    

    


    


     

    EXECUTED
BY:

    


    
      	
              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

               

               

            
	 
      	 
      


    

    


    
      [Signature
Page to Schedule to ISDA Master Agreement]