To: BNP PARIBAS
June
19,
2007
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To:
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BNP
PARIBAS
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From:
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c/o
U.S. Bank Trust National Association,
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as
Owner Trustee
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▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Floor
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Wilmington,
Delaware 19801
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Attention:
Corporate Trust Department
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Telephone: (▇▇▇)
▇▇▇-▇▇▇▇
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Facsimile: (▇▇▇)
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Re: Interest
Rate Swap Reference No MAD66641
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Ladies
and Gentlemen:
The
purpose of this letter agreement is to confirm the terms and conditions of
the
Swap Transaction entered into between BNP PARIBAS (“Party A”) and Ford Credit
Auto Owner Trust 2007-A (“Party B”) on the Trade Date listed below (the
“Transaction”). This letter constitutes a “Confirmation” as referred
to in the Agreement specified below.
The
definitions and provisions contained in the 2000 ISDA Definitions (as published
by the International Swaps and Derivatives Association, Inc.) are incorporated
into this Confirmation. For these purposes, all references in those
Definitions to a “Swap Transaction” will be deemed to apply to the Transaction
referred to herein. In the event of any inconsistency between those
Definitions and this Confirmation, this Confirmation will govern.
1. This
Confirmation supplements, forms part of, and is subject to, the ISDA Master
Agreement and the Schedule thereto, both dated as of June 19, 2007, between
you and us (as amended, supplemented or otherwise modified from time to time,
the “Agreement”). All provisions contained in the Agreement govern
this Confirmation except as expressly modified below. Other
capitalized terms used herein and not otherwise defined will have the meanings
given them in the Indenture referred to in the Agreement. In
the event of any inconsistency between those terms and this Confirmation, this
Confirmation will govern.
2. The
terms of the particular Transaction to which this Confirmation relates are
as
follows:
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Party
A:
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BNP
PARIBAS
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Party
B:
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Trade
Date:
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June
19, 2007.
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Effective
Date:
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June
27, 2007.
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Notional
Amount:
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For
the first Calculation Period (from and including, June 27, 2007 to
but
excluding July 15, 2007), the Notional Amount of this Transaction
for
purposes of calculating payments due by either party on the first
Payment
Date will be $287,596,000. With respect to any subsequent
Calculation Period up through and including the Calculation Period
ending
on but excluding April 15, 2010, the Notional Amount will be the
Note
Balance of the Class A-2b Notes (after giving effect to all amounts
paid
on the Payment Date that is the first day of such Calculation Period)
as
stated on the Servicer’s monthly investor report relating to such Payment
Date (the “Actual Balance”). Party B will determine the
Notional Amount and will inform Party A of such determination by
the
twelfth day of each calendar month using the aggregate outstanding
principal balance for the Class A-2b Notes prior to giving effect
to any
payments of principal of Class A-2b Notes on the following Payment
Date,
as shown in the Servicer's monthly investor report relating to such
Payment Date.
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Termination
Date:
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The
earlier of April 15, 2010 and the date the aggregate outstanding
principal
balance of the Class A-2b Notes has been reduced to
zero.
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Fixed
Amounts
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Fixed
Rate Payer:
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Party
B.
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Fixed
Rate Payer
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Payment
Date:
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The
15th
day
of each calendar month, subject to adjustment in accordance with the
Following Business Day Convention.
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Period
End Date:
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The
15th
day
of each calendar month, with No Adjustment. (This means
that each Calculation Period for the Fixed Amount will have 30 days,
except for the Initial Calculation Period, which will commence on
June 27,
2007 and end on and excluding July 15, 2007.)
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Fixed
Rate:
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5.41%
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Fixed
Rate Day
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Count
Fraction:
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30/360
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Floating
Amounts
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Floating
Rate Payer:
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Party
A.
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2
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Floating
Rate Payer
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Payment
Dates:
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The
15th
day
of each calendar month, subject to adjustment in accordance with the
Following Business Day Convention.
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Floating
Rate for
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Initial
Calculation
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Period:
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To
be determined on June 25th,
2007
(excluding spread)
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Floating
Rate Option:
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USD-LIBOR-BBA.
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Designated
Maturity:
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One
month.
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Spread:
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Plus
0.01%
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Floating
Rate Day
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Count
Fraction:
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Actual/360.
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Reset
Dates:
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The
first day of each Floating Rate Payer Calculation
Period.
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Business
Days:
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New
York and Delaware.
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3. Account
Details
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Payments
to Party A:
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BNP
PARIBAS NEW YORK, NEW YORK
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Swift
Code: ▇▇▇▇▇▇▇▇▇▇▇
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A/C
00200-194093-001-36
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Favor: BNP
PARIBAS
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Swift
Code: ▇▇▇▇▇▇▇▇
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Attn:
Swaps and Derivatives Back Office
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Payments
to Party B:
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The
Bank of New York
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ABA
# ▇▇▇▇▇▇▇▇▇
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Acct
# 111-565
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Attn: ▇▇▇▇
▇▇▇▇▇▇
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For
further credit to: Ford Credit Auto Owner Trust 2007-A
Collection Acct TAS #879479
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Party
A Operations
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Contact:
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BNP
Paribas
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BFI-LSI-CMO-Back
Office Swaps
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ACI:CSB04A1
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75450
Paris Cedex 09
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France
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Fax:
▇▇▇ ▇ ▇▇ ▇▇ ▇▇ ▇▇
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3
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Party
B Operations
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Contact:
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c/o
U.S. Bank Trust National Association, as Owner Trustee
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▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Floor
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Wilmington,
Delaware 19801
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Attn: Corporate
Trust Administration
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Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
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Fax: (▇▇▇)
▇▇▇-▇▇▇▇
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with
copies to:
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The
Bank of New York,
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as
Indenture Trustee
for
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▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Floor
8 West
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New
York, New York 10286
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Attn:
Structured Finance Services -
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Asset
Backed Securities, Ford 2007-A
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Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
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Fax: (▇▇▇)
▇▇▇-▇▇▇▇;
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and
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Ford
Motor Credit Company
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c/o
Ford Motor Company
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WHQ,
One American Road
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Suite
801-C1
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Dearborn,
Michigan 48126
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Attention: Securitization
Operations Supervisor
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Telephone:
(▇▇▇) ▇▇▇-▇▇▇▇
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Fax:
(▇▇▇) ▇▇▇-▇▇▇▇
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4
Please
confirm that the foregoing
correctly sets forth the terms of our agreement by executing this Confirmation
and returning it to us.
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Best
Regards,
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By:
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U.S.
BANK TRUST NATIONAL ASSOCIATION,
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not
in its individual capacity
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but
solely as Owner Trustee
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By:
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/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
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Title: Vice
President
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BNP
PARIBAS
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇
▇▇▇▇▇▇
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Title:
Authorized
Signatory
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BNP
Paribas Securities Corp.
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on
behalf of BNP Paribas
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[SIGNATURE
PAGE FOR A-2b FRONT END SWAP CONFIRM]