ISDA Schedule


    
      

    


    SCHEDULE

    to
      the

    ISDA
      Master Agreement

    


    dated
      as of February 14, 2006

    


    between

    


    THE
      ROYAL BANK OF SCOTLAND PLC,

    a
      company incorporated under the laws of Scotland

    (“Party
      A”)

    


    and

    


    FORD
      CREDIT AUTO OWNER TRUST 2006-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.

            


    

     

    
      	 	
              (d)

            	
              The
                “Credit
                Support Default”
                provisions of Section 5(a)(iii) will not apply to Party A and will
                not
                apply to Party B.

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (f)

            	
              For
                purposes of Section 6(b), only Party B may designate an Early Termination
                Date in respect of a “Tax
                Event”
                or“Tax
                Event Upon Merger”
                of
                Sections 5(b)(ii) and 5(b)(iii), respectively.


            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    
      	 	
              (g)

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

            


    

     

    
      	 	
              (h)

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

            


    

     

    
      	 	
              (i)

            	
              Payments
                on Early Termination.
                For
                the purpose of Section 6(e): 

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

            	
              The
                Second Method will apply.

            


    

     

    
      	 	
              (iii)

            	
              Notwithstanding
                anything to the contrary set forth in the Agreement, if (1) Party
                B
                designates an Early Termination Date pursuant to Part
                5(m)
                or
                5(o) 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. 

            


    

     

    
      	 	
              (j)

            	
              “Termination
                Currency”
                means United States Dollars.

            


    

     

    
      	 	
              (k)

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

            


    

     

    
      	 	
              (i)

            	
              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 liquidation of the Indenture Trust Estate
                with Party B as the sole Affected Party;


            


    

     

    
      	 	
              (ii)

            	
              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, which consent will not be unreasonably withheld;
                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)

            	
              Failure
                of Party A to comply with the requirements of Part
                5(m),
                with Party A as the sole Affected Party;
                and

            


    

     

    
      	 	
              (iv)

            	
              Failure
                of Party A to comply with the requirements of Part 5(o), with Party
                A as
                the sole Affected Party. 

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      
        
          	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
      re-quired by any ap-pli-ca-ble law, as modi-fied by the prac-tice of any
      relevant govern-mental 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 representa-tion, it may
      rely on (i) the accuracy of any repre-sentation made by the other party pursuant
      to Section 3(f), (ii) the satisfaction of the agree-ment contained in Section
      4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided
      by the other party pursu-ant 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 mate-rial 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: It is a tax resident of the
                United
                Kingdom.

            


    

     

    
      	 	
              (ii)

            	
              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,
                including IRS Form W-9, Form 8ECI or Form W-8BEN, as
                applicable.

            


    

     

    
      	
              Part
                3.

            	
              Agreement
                to Deliver Documents.

            


    

     

    
      	 	
              (a)

            	
              For
                purposes of Section 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.

            	 	
              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:

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              Party
                required to deliver document

               

            	 	
              Form/Document/Certificate

               

            	 	
              Date
                by which to be delivered

               

            	 	
              Covered
                by Section 3(d) Representation

               

            
	
              Party
                A 

               

               

               

               

            	 	
              Annual
                audited financial statements prepared in accor-dance with gen-erally
                ac-cepted ac-counting prin-ci-ples in the country in which the party
                is
                organized.

            	 	
              Promptly
                upon Party B’s request.

            	 	
              Yes

            
	
              Party
                A and Party B

            	 	
              Certificate
                or other docu-ments evidencing the author-ity of the party en-tering
                into
                this Agree-ment or a Confir-mation, as the case may be, including
                copies
                of any board reso-lutions and appropri-ate certificates of incum-bency
                as
                to the of-ficers execut-ing such documents.

               

            	 	
              At
                or promptly follow-ing the execution of this Agreement.

            	 	
              Yes

            
	
              Party
                A and Party B

            	 	
              Opinions
                of coun-sel in form and substance ac-cept-able to the other
                party.

               

            	 	
              At
                or promptly follow-ing the execution of this Agreement.

            	 	
              No

            
	
              Party
                A

            	 	
              If
                Party B notifies Party A that the "significance percentage" as computed
                by
                Party B in accordance with Regulation AB is or becomes 10% or greater,
                Party A will provide to Party B the financial data relating to Party
                A
                required to be disclosed by Party B in Party B's reasonable judgment
                pursuant to Item 1115 of Regulation AB.

               

            	 	
              Promptly
                upon request of Party B.

            	 	
              Yes

            
	
              Party
                A

            	 	
              A
                certificate of an authorized person of Party A certifying that the
                information provided by Party A to Party B for use in the Prospectus
                is
                true and accurate in all material respects.

            	 	
              Upon
                execution of this Agreement

            	 	
              Yes

            


    

    


    
      	
              Part
                4.

            	
              Miscellaneous

            


    

     

    
      	 	
              (a)

            	
              Addresses
                for Notices: 

            


    

     

    (1)
      TO
      PARTY A:

    


    For
      the
      purpose of Section 12(a), notices will be delivered to the following
      address:

    


    
      	 	
              Address:

            	
              c/o
                RBS Financial Markets, Level 4, 135 Bishopsgate, London, EC2M
                3UR

            


    

    
      	 	
              Attention:

            	
              Swaps
                Administration

            


    

    
      	 	
              Telephone:

            	
              020
                7085 5000

            


    

    
      	 	
              Fax:

            	
              020
                7085 5050

            


    

    


    Any
      notice delivered for purposes of Sections 5, 6 and 7 will be delivered to the
      following address:


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    
      	 	
              Address:
                

            	
              c/o
                RBS Financial Markets

            


    

    Level
      7,
      135 Bishopsgate

    London
      EC2M 3UR

    
      	 	
              Attention:

            	
              Head
                of Legal, Financial Markets 

            


    

    
      	 	
              Telephone:

            	
              44
                207 085 5000

            


    

    
      	 	
              Facsimile:

            	
              44
                207 085 8411

            


    

    


    With
      a
      copy to:

    


    
      	 	
              Address:

            	
              600
                Steamboat Road

            


    

    Greenwich,
      CT 06830

    
      	
            	Attention:	
              Legal
                Department - Derivatives
                Documentation

            


    

    
      	
            	PhoneNo.:	
              203-618-2531/32

            


    

    
      	
            	Facsimile
              No.:	
              203-618-2533/34

            


    

    


    
      	 	
              (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 2006-A

    300
      Delaware Avenue, Ninth Floor

    Wilmington,
      Delaware 19801

    Attn:
      Corporate Trust Administration

    Telephone:
      (302) 552-3200

    Fax:
      (302) 552-3129

    


    with
      copies to:

     

    The
      Bank
      of New York,

    as
      Indenture Trustee for 

    Ford
      Credit Auto Owner Trust 2006-A

    101
      Barclay Street 

    Floor
      8
      West

    New
      York,
      New York 10286

    Attn:
      Structured Finance Services - 

    Asset
      Backed Securities, Ford 2006-A

    Telephone:
      (212) 815-4389

    Fax:
      (212) 815-2493

    


    and

    


    Ford
      Motor Credit Company

    One
      American Road, Suite 2411

    Dearborn,
      Michigan 48126

    Attention:
      Corporate Secretary

    Telephone:
      (313) 323-1200


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    Fax:
      (313) 248-7613

    


    and

    


    Ford
      Motor Credit Company

    c/o
      Ford
      Motor Company WHQ

    One
      American Road, Suite 801-C1

    Dearborn,
      Michigan 48126

    Attention:
      Securitization Operations Supervisor

    Telephone:
      (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.

    


    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

            	
              Multibranch
                Party.
                For the purpose of Section 10:

            


    

     

    
      	 	
              (i)

            	
              Party
                A is not a Multibranch Party.

            


    

     

    
      	 	
              (ii)

            	
              Party
                B is not a Multibranch Party.

            


    

     

    
      	 	
              (e)

            	
              Calculation
                Agent.
                The Calculation Agent is Party B.

            


    

     

    
      	 	
              (f)

            	
              Credit
                Support Document.

            


    

     

    Party
      A:
      Not Applicable.

    


    Party
      B:
      Not Applicable.

    


    
      	 	
              (g)

            	
              Credit
                Support Provider.

            


    

     

    Party
      A:
      Not Applicable.

     

    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)

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

            


    

     

    
      	 	
              (j)

            	
              “Affiliate”
                will
                have the meaning specified in Section
                14.

            


    

     

    
      	 	
              (k)

            	
              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,

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    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.

     

    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

     

    
      	 	
              (a)

            	
              Non-Reliance.
                In connection with the negotiation of, the entering into, and the
                execution of this Master Agreement, any Credit Support Document to
                which
                it is a party, each Transaction and any other documentation relating
                to
                this Master Agreement to which it is a party or that is required
                by this
                Master 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 Master Agreement, such Credit Support
                Docu-ment, each Transaction or such other documentation other than
                the
                representa-tions expressly set forth in this Master Agree-ment, 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 deci-sions regarding the suitability of any Transaction
                pursuant to this Master 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 Master 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 other-wise) of the Master 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 Master Agreement, such Credit Support Document,
                each
                Transac-tion 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 Master Agreement, such Credit Support Document,
                each
                Transac-tion 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 Master Agreement, such Credit Support Document,
                each
                Transac-tion 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, finan-cial, accounting or otherwise) of this
                Master Agree-ment, such Credit Support Document, each Transaction
                or such
                other documentation, and (c) has not committed to unwind the
                Transactions.

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              Tax
                Provisions.

            


    

     

    The
      definition of Tax Event, Section 5 (b)(ii), is hereby modified by adding the
      following provision at the end thereof:

    


    “provided,
      however, that for purposes of clarification, the parties acknowledge that the
      introduction or proposal of legislation will not, in and of itself, give rise
      to
      a presumption that a Tax Event has occurred.”

    


    
      	 	
              (c)

            	
              Deduction
                or Withholding for Tax.
                Party B will not be required to pay to Party A any amount relating
                to
                Indemnifiable Taxes pursuant to Section 2(d)(i)(4). However, if in
                the
                absence of this paragraph, Party B would otherwise be required to
                pay such
                amounts, Party A will have the right, but not the obli-gation, to
                transfer
                its rights and obligations under this Agreement to another of its
                Offices
                or Affili-ates or third party such that no Indemnifiable Tax would
                be
                imposed, subject to the notice and con-sent provi-sions set forth
                in
                Section 6(b)(ii).

            


    

     

    
      	 	
              (d)

            	
              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. 

            


    

     

    
      	 	
              (e)

            	
              Limited
                Recourse; Subordination.

            


    

     

    
      	 	
              (i)

            	
              Notwithstanding
                anything to the contrary contained in this Agreement, the obligations
                of
                Party B under this Agree-ment 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 bene-ficial 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. 

            


    

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    
      	 	
              (ii)

            	
              The
                parties intend that Part
                5(e)(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.

            


    

     

    
      	 	
              (f)

            	
              Party
                B Pledge.
                Notwithstanding
                Section 7 to the contrary, Party A acknowledges that Party B will
                pledge
                its rights under this Agreement to the Indenture Trustee for the
                benefit
                of the Noteholders pursuant to the Indenture and agrees to such pledge.
                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.

            


    

     

    
      	 	
              (g)

            	
              Severability.
                If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, will be 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. 

            


    

     

    
      	 	
              (h)

            	
              Recording
                of Conversations.
                Each party (i) consents to the recording of the telephone conversa-tions
                of the trad-ing and marketing personnel of the parties in connec-tion
                with
                this Agreement and any potential or actual Transac-tion and (ii)
                agrees to
                obtain any necessary con-sent of, and to give notice of such recording
                to,
                its personnel.

            


    

     

    
      	 	
              (i)

            	
              Consent
                by Party A to Amendments to Certain Documents.
                Before any amendment, modification or supplement is made to the Indenture
                or the Purchase Agreement 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, 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.

            


    

     

    
      	 	
              (j)

            	
              Set-off.
                Notwithstanding any provision of this Agreement or any other existing
                or
                future agreements, each of Party A and Party B irrevocably waives
                as to
                itself any and all contractual rights it may have to set off, net,
                recoup
                or otherwise withhold or suspend or condition its payment or perfor-mance
                of any obligation to the other party hereto arising outside of this
                Agreement (which Agreement includes the Master Agreement to which
                this
                Schedule is attached, this Schedule and the Confirmations hereto).
                This
                Part
                5(j)
                will not affect the rights and obligations of the Parties pursuant
                to
                Section 2(c) (Netting).

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      	 	
              (k)

            	
              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,
                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.

            


    

     

    
      	 	
              (l)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement and
                the
                relevant Transaction between the parties are subject to the 2000
                ISDA
                Definitions (the “Definitions”), as published by the International Swaps
                and Derivatives Association, Inc., 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 incorpo-rated 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. 

            


    

     

    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
      February 1, 2006 (including Appendix A to such Sale and Servicing Agreement),
      as
      amended, supplemented or otherwise modified, among Party B, Ford Motor Credit
      Company as Servicer and Ford Credit Auto Receivables Two LLC as
      Depositor.

    


    
      	 	
              (m)

            	
              Counterparty
                Rating Withdrawal or Reduction.
                In
                the event that (w) Party A’s long- or short term unsecured and
                unsubordinated debt rating (or bank deposit rating) is withdrawn
                or
                reduced below “A” or “A-1” by S&P (or if it has no short term
                unsecured debt rating by S&P, a long term unsecured debt rating of
                "A+") (x) either (i) Party A’s long term unsecured and unsubordinated debt
                rating is withdrawn or reduced below “Aa3” by Moody’s and Party A does not
                have a short-term unsecured and unsubordinated debt rating of “P-1” or
                above or (ii) Party A’s long or short-term unsecured and unsubordinated
                debt rating is withdrawn or reduced below “A1” or “P-1” by Moody’s, or (y)
                Party A’s long term unsecured and unsubordinated debt rating is withdrawn
                or reduced below “A” by Fitch (such rating thresholds in clauses (w), (x),
                and (y), “Approved
                Rating Thresholds”),
                within 30 days of such rating withdrawal or downgrade (unless each
                such
                Rating Agency has reconfirmed the rating of each Class of Notes which
                was
                in effect immediately prior to such withdrawal or downgrade), Party
                A will
                (i) assign each Transaction to another counterparty with the Approved
                Rating Thresholds and approved by Party B (which approval will not
                be
                unreasonably withheld) on terms identical to this Schedule and the
                related
                Confirmation, (ii) obtain a guaranty, or a contingent agreement of,
                another person with Approved Rating Thresholds to honor Party A’s
                obligations under this Agreement, provided that such other person
                is
                approved by Party B (which approval will not be unreasonably withheld),
                (iii) post

            


    

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    mark-to-market
      collateral, pursuant to a collateral support agreement acceptable to Party
      B,
      which will be sufficient to restore any downgrade or withdrawal in the ratings
      of each Class of Notes issued by Party B attributable to Party A's failure
      to
      comply with the Approved Rating Thresholds, or (iv) establish any other
      arrangement satisfactory to Party B and to the applicable Rating Agency, in
      each
      case, sufficient to satisfy the Rating Agency Confirmation. However, Party
      A
      will be required to take the action described in clause (i), (ii) or (iv) above,
      in any event, if Party A fails to have either (A) a short-term unsecured debt
      rating of at least “A-3” by S&P or, if Party A does not have a short-term
      rating by S&P, a long-term unsecured debt rating of at least “BBB-” by
      S&P or (B) a long-term unsecured debt rating of at least “BBB-” by Fitch.
      All costs and expenses in connection with effecting any arrangements pursuant
      to
      clauses (i), (ii), (iii) or (iv) will be for the account of Party A. 

     

    
      	 	
              (n)

            	
              Approval
                of Amendments or Assignment.
                No
                amendments to this Agree-ment will be effected, nor may the rights
                and
                obligations of Party A be transferred or as-signed, without the prior
                writ-ten con-fir-ma-tion of each Rating Agen-cy that such amend-ment,
                transfer or assignment will not cause such Rating Agency to reduce
                or
                withdraw its then current rating on any of the Notes.
                

            


    

     

    
      	 	
              (o)

            	
              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 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.

     

    Upon
      the
      occurrence of a Swap Financial Disclosure Request, Party A, at its own expense,
      shall 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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    permitted
      by Regulation AB, any required Swap Financial Disclosure may be provided by
      incorporation by reference from reports filed pursuant to the Exchange
      Act.

     

    
      	 	
              p.

            	
              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

            


    

     

    * 
        *    *

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    EXECUTED:

     

    
      	
              FORD
                CREDIT AUTO OWNER TRUST 

            	 	
              THE
                ROYAL BANK OF SCOTLAND PLC

            	 
	
              2006-A

            	 	 	 	 
	 	 	 	 	 	 
	
              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/ Barbara A. Nastro 

            	 	
              By:

            	
               
                /s/ J Mather

            	 
	
              Name:     
                Barbara A. Nastro

            	 	
              Name:      
                James V. Mather

            	 
	
              Title:       
                Vice President

            	 	
              Title:        
                Managing Director

            	 
	 	 	 	 	 	 
	
              Date:       
                February 14, 2006

            	 	
              Date:        
                February 14, 2006

            	 


    

     

     

    
 

    [Signature
      Page for Swap Schedule]

     

     

     

     

    31