0000038009-06-000028 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT between FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee for Ford Credit Auto Owner Trust 2006-A Dated as of February 1, 2006
Trust Agreement • February 28th, 2006 • Ford Credit Auto Owner Trust 2006-A • Asset-backed securities • Delaware

AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 1, 2006 (this “Agreement”), between FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under this Agreement, to establish Ford Credit Auto Owner Trust 2006-A.

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PURCHASE AGREEMENT between FORD MOTOR CREDIT COMPANY, as Sponsor and FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor Dated as of February 1, 2006
Purchase Agreement • February 28th, 2006 • Ford Credit Auto Owner Trust 2006-A • Asset-backed securities • New York

PURCHASE AGREEMENT, dated as of February 1, 2006 (this “Agreement”), between FORD MOTOR CREDIT COMPANY, a Delaware corporation, as Sponsor, and FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor.

among FORD CREDIT AUTO OWNER TRUST 2006-A, as Issuer, FORD MOTOR CREDIT COMPANY, as Administrator and THE BANK OF NEW YORK, as Indenture Trustee Dated as of February 1, 2006
Administration Agreement • February 28th, 2006 • Ford Credit Auto Owner Trust 2006-A • Asset-backed securities • New York

ADMINISTRATION AGREEMENT, dated as of February 1, 2006 (this “Agreement”), among FORD CREDIT AUTO OWNER TRUST 2006-A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY, a Delaware corporation, as Administrator, and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee.

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”)
Isda Master Agreement • February 28th, 2006 • Ford Credit Auto Owner Trust 2006-A • Asset-backed securities • New York

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 preju

INDENTURE between FORD CREDIT AUTO OWNER TRUST 2006-A, as Issuer and THE BANK OF NEW YORK, as Indenture Trustee Dated as of February 1, 2006
Indenture • February 28th, 2006 • Ford Credit Auto Owner Trust 2006-A • Asset-backed securities • New York

INDENTURE, dated as of February 1, 2006 (this “Indenture”), between FORD CREDIT AUTO OWNER TRUST 2006-A, a Delaware statutory trust, as Issuer, and THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee for the benefit of the Secured Parties.

SALE AND SERVICING AGREEMENT among FORD CREDIT AUTO OWNER TRUST 2006-A, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor and FORD MOTOR CREDIT COMPANY, as Servicer Dated as of February 1, 2006
Sale and Servicing Agreement • February 28th, 2006 • Ford Credit Auto Owner Trust 2006-A • Asset-backed securities • New York

SALE AND SERVICING AGREEMENT, dated as of February 1, 2006 (this "Agreement"), among FORD CREDIT AUTO OWNER TRUST 2006-A, a Delaware statutory trust, as Issuer, FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited liability company, as Depositor, and FORD MOTOR CREDIT COMPANY, a Delaware corporation, as Servicer.

To: THE ROYAL BANK OF SCOTLAND PLC
Interest Rate Swap Confirmation • February 28th, 2006 • Ford Credit Auto Owner Trust 2006-A • Asset-backed securities

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between The Royal Bank of Scotland plc (“Party A”) and Ford Credit Auto Owner Trust 2006-A (“Party B”) on the Trade Date listed below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Agreement specified below.

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