Common use of S&P's Second Rating Trigger Clause in Contracts

S&P's Second Rating Trigger. (A) If no Relevant Entity (provided that such Relevant Entity is a Financial Institution) has a short term unsecured debt rating of "A-2" or better by S&P or, if no Relevant Entity (provided that such Relevant Entity is a Financial Institution) has a short term unsecured debt rating by S&P, a long term unsecured debt rating of "BBB+" or better by S&P (such rating thresholds with respect to any Relevant Entity that is a Financial Institution, the "S&P Second Rating Thresholds" and such failure to satisfy the S&P Second Rating Threshold, the "S&P Second Rating Trigger") or (B) if no Relevant Entity (provided that such Relevant Entity is not a Financial Institution) has a short term unsecured debt rating of "A-1" or better by S&P or, if no Relevant Entity (provided that such Relevant Entity is not a Financial Institution) 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 with respect to any Relevant Entity that is not a Financial Institution, the "S&P Second Rating Thresholds" and such failure to satisfy the S&P Second Rating Threshold, the "S&P Second Rating Trigger"), then within 10 Local Business Days of such failure, Party A will, at its own cost, post additional collateral in the amount and manner as set forth in the Credit Support Annex. Party A will also, at its own cost, within 60 calendar days of such failure, use commercially reasonable efforts to procure either (A) an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor having the S&P First Rating Thresholds 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) transfer its obligations to a Financial Institution that satisfies the S&P First Rating Threshold in accordance with Part 5(p)(ii) above.

S&P's Second Rating Trigger. (A) If no Relevant Entity (provided that such Relevant Entity is a Financial Institution) has a short term unsecured debt rating of "“A-2" ” or better by S&P or, if no Relevant Entity (provided that such Relevant Entity is a Financial Institution) has a short term unsecured debt rating by S&P, a long term unsecured debt rating of "“BBB+" ” or better by S&P (such rating thresholds with respect to any Relevant Entity that is a Financial Institution, the "“S&P Second Rating Thresholds" ” and such failure to satisfy the S&P Second Rating Threshold, the "“S&P Second Rating Trigger"”) or (B) if no Relevant Entity (provided that such Relevant Entity is not a Financial Institution) has a short term unsecured debt rating of "“A-1" ” or better by S&P or, if no Relevant Entity (provided that such Relevant Entity is not a Financial Institution) 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 with respect to any Relevant Entity that is not a Financial Institution, the "“S&P Second Rating Thresholds" ” and such failure to satisfy the S&P Second Rating Threshold, the "“S&P Second Rating Trigger"”), then within 10 Local Business Days of such failure, Party A will, at its own cost, post additional collateral in the amount and manner as set forth in the Credit Support Annex. Party A will also, at its own cost, within 60 calendar days of such failure, use commercially reasonable efforts to procure either (A) an Eligible Guarantee in respect of all of Party A's present and future obligations under this Agreement to be provided by a guarantor having the S&P First Rating Thresholds 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) transfer its obligations to a Financial Institution that satisfies the S&P First Rating Threshold in accordance with Part 5(p)(ii) above.

S&P's Second Rating Trigger. (A) If no Relevant Entity (provided that such Relevant Entity is a Financial Institution) has a short term unsecured debt rating of "“A-2" ” or better by S&P or, if no Relevant Entity (provided that such Relevant Entity is a Financial Institution) has a short term unsecured debt rating by S&P, a long term unsecured debt rating of "“BBB+" ” or better by S&P (such rating thresholds with respect to any Relevant Entity that is a Financial Institutionthresholds, the "“S&P Second Rating Thresholds" ” and such failure to satisfy the S&P Second Rating Thresholdfailure, the "“S&P Second Rating Trigger") or (B) if no Relevant Entity (provided that such Relevant Entity is not a Financial Institution) has a short term unsecured debt rating of "A-1" or better by S&P or, if no Relevant Entity (provided that such Relevant Entity is not a Financial Institution) 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 with respect to any Relevant Entity that is not a Financial Institution, the "S&P Second Rating Thresholds" and such failure to satisfy the S&P Second Rating Threshold, the "S&P Second Rating Trigger"”), then within 10 Local Business Days of such failure, Party A will, at its own cost, post additional collateral in the amount and manner as set forth in the Credit Support Annex. Party A will also, at its own cost, within 60 calendar days of such failure, use commercially reasonable efforts to procure either (A) an Eligible Guarantee in respect of all of Party A's ’s present and future obligations under this Agreement to be provided by a guarantor having the S&P First Second Rating Thresholds 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 its obligations to a Financial Institution that satisfies the S&P First Rating Threshold in accordance with Part 5(p)(ii) above.. EXECUTED BY: FORD CREDIT AUTO OWNER TRUST 2007-A BNP PARIBAS By: U.S. BANK TRUST NATIONAL ASSOCIATION, By: /s/ Xxxxxxxxx Xxxxx Xxxxxx not in its individual capacity Name: Xxxxxxxxx Xxxxx Xxxxxx but solely as Owner Trustee Title: Authorized Signatory By: /s/Xxxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxxxxx Title: Vice President Title: Authorized Signatory Date: June ___, 2007 Date: June ___, 2007