SWAP COUNTERPARTY RIGHTS AGREEMENT

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Title: SWAP COUNTERPARTY RIGHTS AGREEMENT
Governing Law: New York Date: 12/20/2006

exv99w7

EXECUTION COPY

EXHIBIT 99.7

SWAP COUNTERPARTY RIGHTS AGREEMENT

AMONG

BARCLAYS BANK PLC,
AS SWAP COUNTERPARTY

CAPITAL AUTO RECEIVABLES ASSET TRUST 2006-2
AS ISSUING ENTITY

GMAC LLC,
AS SERVICER, CUSTODIAN, AND ADMINISTRATOR

CAPITAL AUTO RECEIVABLES LLC,
AS DEPOSITOR

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
AS INDENTURE TRUSTEE

AND

DEUTSCHE BANK TRUST COMPANY DELAWARE,
AS OWNER TRUSTEE

DATED AS OF DECEMBER 14, 2006

TABLE OF CONTENTS


ARTICLE I DEFINITIONS			1

Section 1.01 Definitions			1

ARTICLE II LIMITATIONS ON ISSUING ENTITY’S CONSOLIDATION, MERGER OR SALE OF ASSETS			1

Section 2.01 Consolidation or Merger; Sale or Disposition of Assets or Property			1

ARTICLE III AMENDMENTS TO TRANSACTION DOCUMENTS			2

Section 3.01 Amendments to the Trust Sale and Servicing Agreement			2
Section 3.02 Amendments to Trust Agreement			2
Section 3.03 Amendments to Administration Agreement			2
Section 3.04 Amendments to Custodian Agreement			2
Section 3.05 Supplemental Indentures Without Consent of Primary Swap Counterparty			2

ARTICLE IV DELIVERY OF NOTICES AND REPORTS			3

Section 4.01 Notices of Replacement of Indenture Trustee			3
Section 4.02 Notices of Events of Default, Enforcement and Termination			3
Section 4.03 Notices of Amendment of the Custodian Agreement			4
Section 4.04 Notices of Amendment of the Administration Agreement			4
Section 4.05 Notices of Supplemental Indentures			4
Section 4.06 Notices of Amendment of the Trust Agreement			4
Section 4.07 Notices of Amendment of the Trust Sale and Servicing Agreement			4
Section 4.08 Notices of Release of Property			5
Section 4.09 Notices of Release of Collateral			5
Section 4.10 Notices of Removal of Administrator			5
Section 4.11 Notices of Assignment of the Trust Sale and Servicing Agreement			5
Section 4.12 Notices Generally			5
Section 4.13 Delivery of Reports			5

ARTICLE V MISCELLANEOUS			6

Section 5.01 Notices			6
Section 5.02 GOVERNING LAW