Unassociated Document


    
      

    

    Exhibit
      10.2

     

    
      	
              (Bilateral
                Form)

            	
              (ISDA
                Agreements Subject to New York Law
                Only)

            


    

    


    ISDA® 

    International
      Swaps and Derivatives Association, Inc.

    


    CREDIT
      SUPPORT ANNEX

    


    to
      the Schedule to the

    


    ISDA
      MASTER AGREEMENT

    (1992
      – Multicurrency—Cross Border)

    


    dated
      as of January 23, 2008

    


    between

     

    THE
      ROYAL BANK OF SCOTLAND PLC,

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

    


    and

    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A,

    a
      Delaware statutory trust

    (“Party
      B”)

    


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

     

    Paragraph
      13.    Elections and Variables

     

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

     

     With
      respect to Party A: None.

     

     With
      respect to Party B: None.

     

    (b)          
       Credit
      Support Obligations.

     

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

     

    (A)    “Delivery
      Amount”has
      the meaning specified in
      Paragraph 3(a),
      except that the words “upon
      a demand made by the Secured Partyon
      or promptly following a Valuation
      Date”shall
      be deleted and replaced by the
      words “on
      each Valuation Date”.

     

    (B)    “Return
      Amount”has the meaning
      specified in Paragraph 3(b).

     

    (C)    “Credit
      Support Amount” means
      the amount specified in (1), (2),
      (3), (4) or (5) below, except that if two or more amounts below apply, the
      highest amount:

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    (1)
      if the Moody’s First
      Rating Trigger Requirements apply
      to Party Aand Party A
      chooses to post collateral, the following amount
      as
      determined by the Valuation
      Agent:

     

    The
      greater of (i) Secured Party's
      Exposure + (Notional Amount on such Valuation Date * the respective potential
      increase below) and (ii) 0

     

    
      	
              Potential
                Increase of Mid-Market
                Valuation

            
	 
	
              Weighted
                Average Life of Hedge in
                Years

            	
              Posting
                Frequency (Daily)

            
	
              1

            	
              0.15%

            
	
              2

            	
              0.30%

            
	
              3

            	
              0.40%

            


    

    


     

    (2)
      if the Moody’s Second
      Rating Trigger Requirements apply
      to Party A, the following amount as determined by the Valuation
      Agent:

     

    The
      greatest of (i) Floating Amount on
      next Payment Date, (ii) Secured Party's Exposure + (Notional Amount on such
      Valuation Date * the respective potential increase below) and (iii) 0

     

    
      	
              Potential
                Increase of Mid-Market
                Valuation

            
	 
	
              Weighted
                Average Life of Hedge in
                Years

            	
              Posting
                Frequency (Daily)

            
	
              1

            	
              0.50%

            
	
              2

            	
              1.00%

            
	
              3

            	
              1.50%

            


    

    


     

    (3)  if
      the S&P First Rating Trigger
      occurs and
      the S&P Second Rating Trigger
      has not occurred, within 10 Local Business Days of such occurrence (or on the
      date of this Annex, if no Relevant Entity has the S&P First Rating
      Thresholds as of the date of this Annex), Party A will post collateral in
the following amount
      as
      determined by the
      Valuation Agent:

     

    The
      greater of (i) Secured Party's
      Exposure * 100%, and (ii) 0

     

    (4)  if
the
S&P
SecondRating
Trigger
      occurs, within 10 Local Business
      Days of such occurrence, Party A will post collateral in the following amount
      as determined by the Valuation
      Agent:

     

    The
      greater of (i) Secured Party's
      Exposure * 125%, and (ii) 0

     

    (5)  if
      the Fitch First Rating
      Trigger occurs and Party A chooses to post collateral or if a Fitch Second
      Rating Trigger occurs, the following amount as determined by the Valuation
      Agent:

     

    The
      greater of (i) Secured Party's
      Exposure + (Volatility Buffer * Notional Amount), and (ii) 0

     

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

     

    
      	 	
              Weighted
                Average Life of Hedge in Years

            
	
              Notes’
                Rating

            	
              1

            	
              2

            	
              3

            	
              4

            	
              5

            	
              6

            	
              7

            	
              8

            	
              9

            	
              10

            


    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    


    
      	
              USD
                Interest Rate Swaps

            
	
              AA-
                or Better

            	
              0.6

            	
              1.6

            	
              2.6

            	
              3.4

            	
              4.2

            	
              4.8

            	
              5.5

            	
              5.9

            	
              6.4

            	
              7.0

            
	
              A+/A

            	
              0.3

            	
              0.8

            	
              1.3

            	
              1.7

            	
              2.1

            	
              2.4

            	
              2.8

            	
              3.0

            	
              3.3

            	
              3.6

            
	
              A-/BBB+

            	
              0.2

            	
              0.6

            	
              1.0

            	
              1.3

            	
              1.6

            	
              1.9

            	
              2.1

            	
              2.3

            	
              2.5

            	
              2.7

            


    

    


     

    (ii)    Eligible
      Collateral.  The
      following items will qualify as
“Eligible
      Collateral” (unless noted
      below)for Party A:

     

    
      	 	 	 	
              The
                following Valuation Percentages(1)  will apply to Eligible
                Collateral with respect to Party A for each respective rating trigger
                event below:

            
	 	 	 	 
	 	 	 	
              Moody’s
                First Rating Trigger Requirements

            	 	
              Moody’s
                Second Rating Trigger Requirements

            	 	
              S&P
                First Rating Trigger

            	 	
              S&P
                Second Rating Trigger

            	 	
              Fitch
                First and Second Rating Triggers

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (A)

              
              

            	
              Cash
                in U.S. Dollars

            	 	
              100%

            	 	
              100%

            	 	
              100%

            	 	
              80%

            	 	
              100%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (B)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturity of not more than one year

            	 	
              100%

            	 	
              100%

            	 	
              98.9%

            	 	
              79.1%

            	 	
              97.5%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (C)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturity of more than one year but not more than 2 years

            	 	
              100%

            	 	
              99%

            	 	
              98%

            	 	
              78.4%

            	 	
              91.5%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (D)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturity of more than 2 years but not more than 3 years

            	 	
              100%

            	 	
              98%

            	 	
              98%

            	 	
              78.4%

            	 	
              91.5%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (E)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturityof more than
                3 years but not
                more than 5
                years

            	 	
              100%

            	 	
              97%

            	 	
              98%

            	 	
              78.4%

            	 	
              91.5%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (F)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturityof more than
                5 years but not more
                than 7 years

            	 	
              100%

            	 	
              96%

            	 	
              93.7%

            	 	
              75.0%

            	 	
              86.3%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (G)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturityof more than
                7 years but not more
                than 10 years

            	 	
              100%

            	 	
              94%

            	 	
              92.6%

            	 	
              74.1%

            	 	
              86.3%

            
	 	 	 	 	 	 	 	 	 	 	 	 


    

    
      	
              (H)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturityof more than
                10 years but not more
                than 20 years

            	 	
              100%

            	 	
              90%

            	 	
              91.1%

            	 	
              72.9%

            	 	
              79%

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              (I)

              
              

            	
              Fixed
                rate negotiable debt
                obligations issued by the U.S. Treasury Department having a remaining
                maturity of
                more than 20 years

            	 	
              100%

            	 	
              88%

            	 	
              88.6%

            	 	
              70.9%

            	 	
              79%

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (J)

              
              

            	
              Floating
                rate negotiable debt
                obligations issued by the U.S. Treasury Department

            	 	
              100%

            	 	
              99%

            	 	
              Not
                Eligible Collateral

            	 	
              Not
                Eligible Collateral

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (K)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof not more
                than one year

            	 	
              100%

            	 	
              99%

            	 	
              98%

            	 	
              78.4%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (L)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof more than
                one year but not more than 2 years

            	 	
              100%

            	 	
              98%

            	 	
              98%

            	 	
              78.4%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (M)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof more than
                2 years but not more than 3 years

            	 	
              100%

            	 	
              97%

            	 	
              98%

            	 	
              78.4%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (N)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof more than
                3 years but not more than 5 years

            	 	
              100%

            	 	
              96%

            	 	
              98%

            	 	
              78.4%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (O)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof more than
                5 years but not more than 7 years

            	 	
              100%

            	 	
              94%

            	 	
              92.6%

            	 	
              74.1%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (P)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof more than
                7 years but not more than 10 years

            	 	
              100%

            	 	
              93%

            	 	
              92.6%

            	 	
              74.1%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (Q)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof more than
                10 years but not more than 20 years

            	 	
              100%

            	 	
              88%

            	 	
              82.6%

            	 	
              66.1%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (R)

              
              

            	
              Fixed
                rate U.S. Agency Debentures
                having a remaining
                maturityof more than
                20 years

            	 	
              100%

            	 	
              86%

            	 	
              77.9%

            	 	
              62.3%

            	 	
              (2)

            
	 	 	 	 	 	 	 	 	 	 	 	 
	
              (S)

            	
              Floating
                rate U.S. Agency
                Debentures

            	 	
              100%

            	 	
              98%

            	 	
              Not
                Eligible Collateral

            	 	
              Not
                Eligible Collateral

            	 	
              (2)

            


    

     

     ___________________

     

    (1)  With
      respect to collateral types not
      listed below, such assets will be subject to review by S&P, Fitch
orMoody’s,
      as applicable.

    (2)  
Subject
      to review by
      Fitch.

     

    (iii)  Thresholds.

     

    
      
        	
              	
                (A)

              	
                “Independent
                  Amount”means
                  with respect to Party
                  A:  zero.

              


      

      
        	
              	
                 

              	
                “Independent
                  Amount” means with
                  respect to Party B:  zero.

              


      

    

     

    
      	
               

            	
              (B)

            	
              “Threshold”means
                with respect to Party
                A: infinity,
                provided that
                the
                Threshold with respect to Party A shall be zero for so long as,no
                Relevant Entity has the
                Moody's First
                Trigger Required
                Ratings, the Fitch
                First Trigger Required Ratings or the S&P First Trigger Required
                Ratingsand (i) no
                Relevant Entity has had theMoody'sFirst
                Trigger Required Ratings
                since this Annex was executed,or
                (ii) at least 30 Local Business
                days have elapsed since the last time a Relevant Entity had the
                Moody's First
                Trigger Required
                Ratings, or (iii)
                no Relevant
                Entity
                has had theFitch'sFirst
                Trigger Required Ratings
                since this Annex was executed,or
                (iv)
                at least 30 calendardays
                have elapsed since the last
                time a Relevant Entity had the Fitch's First
                Trigger Required
                Ratings, or
                (v) no Relevant
                Entity has had
                theS&PFirst
                Trigger Required
                Ratings since this Annex was executedor (vi) at
                least 10 Local Business
                days have elapsed
                since the last time a Relevant Entity had the S&P First
                Trigger Required
                Ratings.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

      “Threshold”means
        with respect to Party
        B: infinity.

    

     

    
      	
               

            	
              (C)

            	
              “Minimum
                Transfer Amount” means with
                respect to Party A:
                U.S.$100,000,provided, however,
                that if the
                aggregate outstanding principal balance of the Notes rated by S&P is
                at the time of any transfer less than U.S.$50,000,000, the “Minimum
                Transfer Amount”shall mean
                U.S.$50,000.

            


    

     

    "Minimum
      Transfer Amount"
means
      with respect to Party B:
      U.S.$100,000.

     

    
      	
               

            	
              (D)

            	
              Rounding.  The
                Delivery Amount will be
                rounded up to the nearest integral multiple of  U.S.$10,000. The
                Return Amount will be rounded down to the nearest integral multiple
                of
                U.S.$10,000.

            


    

     

    
      	
              (c)

            	
              Valuation
                and Timing.

            


    

     

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

     

    
      (ii)   
        “Valuation
        Date” means eachLocal
        Business Day.

       

    

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

     

    (iv)   “Value”
has
      the meaning specified in
      Paragraph 12, except that clause (i) thereof will be replaced in its entirety
      with the following:

     

    “(i)  Eligible
      Collateral or
      Posted Collateral that is:

     

    (A)    
Cash,
      the amount thereof multipled by
      the applicable Valuation Percentage but if more than one Valuation Percentage
      is
      applicable, the Valuation Percentage with the lowest percentage; and

     

    (B)    
a
      security, the bid price obtained by
      the Valuation Agent multiplied by the applicable Valuation Percentage but if
      more than one Valuation Percentage is applicable, the Valuation Percentage
      with
      the lowest percentage;”

     

    (v)  
“Notification
      Time”means 11:00 a.m.,
New
      Yorktime, on a Local Business
      Day.

     

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

     

    
      	
              (e)

            	
              Substitution.

            


    

     

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

     

    (ii)    Consent.  Not
      applicable.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    
      	
              (f)

            	
              Dispute
                Resolution.

            


    

     

    (i)     “Resolution
      Time” means 11:00 a.m., New
      York time, on the Local Business Day following the date on which the notice
      is
      given that gives rise to a dispute under Paragraph 5.

     

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

     

    
      	
               

            	
              (A)

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

            


    

     

    
      	
               

            	
              (B)

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

            


    

     

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

     

    
      	
              (g)

            	
              Holding
                and Using Posted Collateral.

            


    

     

    (i)     Eligibility
      to Hold Posted Collateral; Custodians. A
      Custodian of Party B will be entitled
      to hold Posted Collateral on behalf of Party B pursuant to Paragraph
      6,
      provided that such Custodian has a short term rating of at least “A-1” by
      S&P.  Party B’s Custodian is the Indenture Trustee for Party
      B.   Initially, the Custodian for Party B is the Bank of New
      York.  If at any time the Custodian’s short term rating by S&P
      falls below “A-1”, Party B will within 60 days replace such Custodian with a new
      Custodian having a short term rating of “A-1” or better by S&P.

     

    (ii)    Swap
      Counterparty Collateral Account.  The Posted Collateral
      will
      be held in the Swap Counterparty Collateral Account, which initially will be
      account number 879527, in the name “The Bank of New York as Indenture Trustee,
      as secured party for Ford Credit Auto Owner Trust 2008-A,” at the corporate
      trust department of The Bank of New York.  The security interest of
      the Indenture Trustee in such account or any other account in which Posted
      Collateral will be maintained will be perfected by the Indenture Trustee by
      control pursuant to §8-106 of the Uniform Commercial Code.  Party A
      consents to The Bank of New York as securities intermediary entering into an
      agreement establishing such control under §8-106(d)(2) of the UCC.

     

    (iii)   Use
      of Posted Collateral. Paragraph 6(c)(i) will
      not apply to
      Party B but Paragraph 6(c)(ii) will apply to Party B.

     

    
      	
              (h)

            	
              Distributions
                and Interest Amount.

            


    

     

    (i)     Interest
      Rate.  The
“Interest
      Rate”will
      be the weighted average rate
      of interest earned by the Secured Partyin
      respect of the portion of the
Posted Credit
      Supportcomprised of
      cash.

     

    (ii)    Transfer
      of Interest Amount.  The transfer of the Interest
      Amount will
      be made on the second Local Business Day following the end of each calendar
      month and on any other Local Business Day on which Posted Credit Supportin
      the form of cash is transferred to
      the Secured Partypursuant
      to Paragraph 3(b),in
      each case to the extent that a
      Delivery Amount would not be created or increased by that transfer, providedthat
      Party B shall not be obliged
      to so transfer any Interest Amount unless and until it has earned and received
      such interest.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    


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

     

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

     

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

     

    
      	
              (i)

            	
              Additional
                Representation(s).

            


    

     

    There
      are
      no additional representations by either party.

     

    
      	
              (j)

            	
              Other
                Eligible Support and Other Posted Support.

            


    

     

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

     

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

     

    (k)            Demands
      and Notices. All
      demands, specifications and notices
      under this Annex will be made pursuant to the Notices Section of this Agreement,
      save that any demand, specification or notice:

     

    
      	
               

            	
              (A)

            	
              shall
                be given to or made at the following addresses:


            


    

     

    If
      to
      Party A:

     

    Global
      Collateral Support Unit

    The
      Royal
      Bank of Scotland plc, Financial Markets

    280
      Bishopsgate

    London
      EC2M 4RB

    Telephone:
      44.207 085 5209

    Facsimile:  44.207
      085 4793

    


    With
      a
      copy to:

    


    Greenwich
      Capital Markets, Inc.

    600
      Steamboat Road

    Greenwich
      CT 06830

    Attn:     Derivatives
      Settlements

    Telephone:  203-618-2781
      (Rob Bache)

    203-618-2440
      (Operations main number)

    Facsimile:
      203-618-2579

     

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

     

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

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    
      	
               

            	
              (B)

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

            


    

     

    
      	
              (l)

            	
              Addresses
                for Transfers.

            


    

     

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

     

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

     

    
      	
              (m)

            	
              Other
                Provisions.

            


    

     

    
      	
               

            	
              (i)

            	
              Early
                Termination

            


    

     

    
      	
               

            	
              The
                heading for Paragraph 7 shall be deleted and replaced with “Early
                Termination” and the following shall be added after the word “Default” in
                the first line of Paragraph 7, “in relation to all Transactions or a
                Termination Event in relation to all Transactions”.  Paragraph
                7(iii) is hereby deleted. 

            


    

    


    
      	
               

            	
              (ii)

            	
              Costs
                of
                Transfer on Exchange

            


    

    


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

    


    
      	
               

            	
              (iii)

            	
              Cumulative
                Rights

            


    

    


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

    


    
      	
               

            	
              (iv)

            	
              Single
                Pledgor and Single Secured Party

            


    

    


    For
      the
      avoidance of doubt Party A shall always be the Pledgor and Party B shall always
      be the Secured Party.

    


    
      	
               

            	
              (v)

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


            


    

    


    
      	
               

            	
              (vi)

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

            


    

     

    
      	
               

            	
              (vii)

            	
              Transfer
                Timing.  The following words shall be inserted at the end
                of Paragraph 4(b):  “, provided that any transfer of Eligible
                Credit Support by the Pledgor pursuant to paragraph 3(a) shall be
                made not
                later than the close of business on the relevant Valuation Date,
                regardless of whether any demand for transfer is received.”
                

            


    

    


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          8

          
            

          

        

        
           

        

      

    

    


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

    


    
      	
              FORD
                CREDIT AUTO OWNER TRUST  2008-A

            	
              THE
                ROYAL BANK OF SCOTLAND PLC

            
	 	 
	
              By:

            	
              U.S.
                BANK TRUST

            	
              By:

            	
              GREENWICH
                CAPITAL MARKETS,
                INC.,

            
	 	
              NATIONAL
                ASSOCIATION,

            	 	
              as
                its Agent

            
	 	
              not
                in its individual capacity

            	 
	 	
              but
                solely as Owner Trustee

            	 
	 	
              By:

            	
              /s/
                David E. Wagner

            	 
	 	
              Name:

            	
              David
                E. Wagner

            	 
	
              By:

            	
              /s/
                Nicole Poole

            	 	
              Title:

            	
              Managing
                Director

            	 
	
              Name:

            	
              Nicole
                Poole

            	 	 
	
              Title:

            	
              Vice
                President

            	 	 


    

    


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