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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLTdn4YgAX19juekOnOKmt3uVan6ufZfmscyqMSFkweSSod05QI2JMc5pwGzJWWj qGTTxYXipyRTJLIneWP0JQ== 0000950124-07-003248.txt : 20070613 0000950124-07-003248.hdr.sgml : 20070613 20070613100944 ACCESSION NUMBER: 0000950124-07-003248 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 20 CONFORMED PERIOD OF REPORT: 20070607 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL AUTO RECEIVABLES LLC CENTRAL INDEX KEY: 0000893958 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 383082892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-49169 FILM NUMBER: 07916518 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3135561240 MAIL ADDRESS: STREET 1: MAIL CODE 482-B08-C24 STREET 2: 200 RENAISSANCE CENTER CITY: DETROIT STATE: MI ZIP: 48265-2000 FORMER COMPANY: FORMER CONFORMED NAME: CAPITAL AUTO RECEIVABLES INC DATE OF NAME CHANGE: 19921109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Central Originating Lease Trust CENTRAL INDEX KEY: 0001399440 IRS NUMBER: 260150886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-142950-01 FILM NUMBER: 07916519 BUSINESS ADDRESS: STREET 1: 200 RENAISSANCE CENTER, 12TH FLOOR CITY: DETROIT STATE: MI ZIP: 48265-2000 BUSINESS PHONE: 302-658-7851 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 CENTRAL INDEX KEY: 0001400090 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-142950-02 FILM NUMBER: 07916520 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 3135561240 MAIL ADDRESS: STREET 1: MAIL CODE 482-B08-C24 STREET 2: 200 RENAISSANCE CENTER CITY: DETROIT STATE: MI ZIP: 48265-2000 8-K 1 k15931e8vk.htm CURRENT REPORT e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) June 7, 2007

Capital Auto Receivables LLC
Central Originating Lease Trust
Capital Auto Receivables Asset Trust 2007-SN1

(Exact Name of Registrant as Specified in its Charter)

Delaware
Delaware

(State or Other Jurisdiction of Incorporation)


333-124950 333-124950- 01		38-3082892 26-0150886

(Commission File Numbers)		(Registrants’ I.R.S. Employer Identification Nos.)


c/o General Motors Acceptance Corporation, 200 Renaissance Center, PO Box 200, Detroit, Michigan		48265-2000

(Address of Principal Executive Offices)		(Zip Code)

313-556-5000

(Registrant’s Telephone Number, Including Area Code)

[Not Applicable]

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
Series Supplement to Declaration of Trust
Trust Agreement
CARAT Indenture
COLT Indenture
ISDA Master Agreement and Schedule
Confirmation of the Primary Swap
Confirmation of the Primary Swap
Confirmation of the Primary Swap
Confirmation of the Primary Swap
Swap Counterparty Rights Agreement
Triparty Contingent Assignment Agreement
Transfer Direction
VAULT Pledge and Security Agreement
Sale and Contribution Agreement
Servicing Agreement
Pull Ahead Funding Agreement
Custodian Agreement
Pooling and Administration Agreement
Trust Sale and Administration Agreement

Item 8.01. Other Events.

The registrant is filing the exhibits listed in Item 9.01(c) below in connection with the issuance of Class A-2a Asset Backed Notes, Class A-2b Floating Rate Asset Backed Notes, Class A-3a Asset Backed Notes, Class A-3b Floating Rate Asset Backed Notes, Class A-4 Floating Rate Asset Backed Notes, Class B Asset Backed Notes, Class C Asset Backed Notes and Class D Floating Rate Asset Backed Notes by Capital Auto Receivables Asset Trust 2007-SN1 described in the final Prospectus Supplement dated May 31, 2007.

Item 9.01. Financial Statements and Exhibits.

	(a)		Not applicable.

	(b)		Not applicable.

	(c)		Exhibits.


Exhibit
No.		Document Description

3.2		Declaration of Trust (incorporated by reference from Exhibit 3.2 filed on Form S-3 of the Registrant, file 333-124950, filed on May 15, 2007)
3.3		Series Supplement to Declaration of Trust
4.6		Trust Agreement
4.7		CARAT Indenture
4.8		COLT Indenture
99.4		ISDA Master Agreement and Schedule to the ISDA Master Agreement
99.5		Confirmation of the Primary Swap relating to the Class A-1b Notes
99.6		Confirmation of the Primary Swap relating to the Class A-2b Notes
99.7		Confirmation of the Primary Swap relating to the Class A-3b Notes
99.8		Confirmation of the Primary Swap relating to the Class A-4 Notes
99.9		Swap Counterparty Rights Agreement
99.10		Triparty Contingent Assignment Agreement
99.11		Transfer Direction
99.12		VAULT Pledge and Security Agreement
99.13		Sale and Contribution Agreement
99.14		Servicing Agreement
99.15		Pull Ahead Funding Agreement
99.16		Custodian Agreement
99.17		Pooling and Administration Agreement
99.18		Trust Sale and Administration Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant Capital Auto Receivables, Inc., the registrant Central Originating Lease Trust by its certificateholder Central Originating Lease, LLC and the registrant Capital Auto Receivables Asset Trust 2007-SN1 by its depositor, Capital Auto Receivables LLC, has each duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


June 7, 2007	CAPITAL AUTO RECEIVABLES LLC
	By:	/s/ Donna Dicicco
		Name:	Donna Dicco
		Title:	Assistant Secretary

June 7, 2007	CENTRAL ORIGINATING LEASE TRUST By: CENTRAL ORIGINATING LEASE, LLC, as a certificateholder of the Central Originating Lease Trust
	By:	/s/ C.J. Vannatter
		Name:	C.J. Vannatter
		Title:	Vice President

June 7, 2007	CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: CAPITAL AUTO RECEIVABLES LLC, depositor of the Capital Auto Receivables Asset Trust 2007-SN1
	By:	/s/ Ken Rice
		Name:	Ken Rice
		Title:	Senior Manager — U.S. Securitization

EX-3.3 2 k15931exv3w3.txt SERIES SUPPLEMENT TO DECLARATION OF TRUST EXHIBIT 3.3 ================================================================================ CENTRAL ORIGINATING LEASE TRUST COLT 2007-SN1 SUPPLEMENT TO DECLARATION OF TRUST Between CENTRAL ORIGINATING LEASE, LLC as Residual Certificateholder and DEUTSCHE BANK TRUST COMPANY DELAWARE, as COLT Owner Trustee Dated as of June 7, 2007 ================================================================================ TABLE OF CONTENTS

EXHIBITS Schedule I Schedule of Series 2007-SN1 Lease Assets Exhibit A Form of COLT 2007-SN1 Series Certificates -i- COLT SUPPLEMENT 2007-SN1 TO DECLARATION OF TRUST THIS COLT SUPPLEMENT 2007-SN1 TO DECLARATION OF TRUST (as amended, modified or supplemented from time to time, the "COLT Series Supplement"), is dated and effective as of June 7, 2007 between CENTRAL ORIGINATING LEASE, LLC, a Delaware limited liability company (the "COLT, LLC"), as the holder of the residual interest in the Trust (in such capacity, the "Residual Certificateholder") and DEUTSCHE BANK TRUST COMPANY DELAWARE, as COLT Owner Trustee (in such capacity, together with any successor or permitted assign, the "COLT Owner Trustee"). WHEREAS, the Trust was created pursuant to a Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the "Declaration of Trust"), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed to by COLT, LLC, as Residual Certificateholder, for the purposes of acquiring, accepting, managing, administering and holding the Lease Assets, issuing and selling from time to time evidences of indebtedness, and engaging in such other activities as may be required, subject to compliance with the Basic Documents, in accordance with the Declaration of Trust; WHEREAS, the Trust, GMAC LLC ("GMAC"), as Servicer (in such capacity, the "Servicer"), and The Bank of New York Trust Company, N.A., as COLT Indenture Trustee (the "COLT Indenture Trustee"), also have entered into that certain COLT Servicing Agreement, dated as of June 7, 2007 (as it may be amended from time to time, the "COLT Servicing Agreement"), which provides, among other things, for the servicing of the Series 2007-SN1 Lease Assets by the Servicer; WHEREAS, the Declaration of Trust contemplates that, from time to time the COLT Owner Trustee, on behalf of the Trust and at the direction of the Residual Certificateholder, will identify and allocate on the Trust's books and records certain Trust Assets to separate Series Portfolios (as defined in the Declaration of Trust) and create and issue Certificates to or upon written order of the Residual Certificateholder representing separate series of equity beneficial interests in the Trust (each, a "Series Certificate" and together, the "Series Certificates"), the beneficiary or beneficiaries of which will hold an exclusive equity beneficial ownership interest in the related Series Portfolios, all as set forth in the Declaration of Trust; WHEREAS, the parties hereto desire to supplement the terms of the Declaration of Trust to: (i) cause the COLT Owner Trustee to identify and allocate, for all purposes of the Trust, certain Lease Assets to the Series 2007-SN1 Portfolio; (ii) create and issue the COLT 2007-SN1 Certificate that will evidence and represent the entire and exclusive equity beneficial ownership interest in Series 2007-SN1 and the interests in the Series 2007-SN1 Portfolio represented thereby; (iii) provide for the Trust's continued holding of record title to the Series 2007-SN1 Portfolio (excluding the related Vehicles contained therein, which will continue to be titled in the name of VAULT) as agent and nominee for (and for the benefit of) the holder of the COLT 1 2007-SN1 Certificate and the other Series 2007-SN1 Further Holders; and (iv) set forth the terms and conditions thereof; and WHEREAS, concurrently herewith, pursuant to the COLT Indenture, the Trust is issuing the COLT 2007-SN1 Secured Notes; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE IX. DEFINITIONS; THIRD-PARTY BENEFICIARIES Section 9.1 Definitions. For all purposes of this COLT Series Supplement, (a) unless otherwise defined herein, all capitalized terms used herein which are not defined herein and which are defined in Exhibit I to the Declaration of Trust shall have the meanings attributed to them in Exhibit I to the Declaration of Trust, (b) all capitalized terms used herein which are not defined herein or in Exhibit I to the Declaration of Trust and which are defined in Part I of Exhibit A to the COLT Servicing Agreement shall have the meanings attributed to them by Part I of Exhibit A to the COLT Servicing Agreement, and (c) the rules of construction set forth in Part II of Exhibit A to the COLT Servicing Agreement shall be applicable to this COLT Series Supplement. Section 9.2 Rights in Respect of Series 2007-SN1. The holder and pledgees of the COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificate and their respective successors and permitted assigns are third-party beneficiaries of the Declaration of Trust and this COLT Series Supplement, insofar as they apply to Series 2007-SN1 and such holders or pledgees. ARTICLE X. CREATION OF SERIES 2007-SN1 Section 10.1 Creation of the Series 2007-SN1 Portfolio and Series 2007-SN1. (a) Pursuant to Section 3.2 of the Declaration of Trust, the Residual Certificateholder hereby directs the COLT Owner Trustee to identify and allocate or cause to be identified and allocated for all purposes of the Trust on the books and records of the Trust a separate portfolio of Lease Assets to be accounted for and held in trust independently from all other assets within the Owner Trust Estate consisting of the Series 2007-SN1 Lease Assets, which shall include the Series 2007-SN1 Lease Assets identified on Schedule I hereto and all other Trust Assets to the extent related thereto, including the Sold Assets (collectively, the "Series 2007-SN1 Portfolio"). Based upon their identification and allocation by the Residual Certificateholder pursuant to such Schedule I, the COLT Owner Trustee hereby identifies and allocates as Series 2007-SN1 Lease Assets such portfolio of Trust Assets to be held by the Trust, as agent and nominee of the holder of the COLT 2007-SN1 Certificate, each such Series 2007-SN1 Lease Asset for all purposes on the books and accounts of the Trust as belonging exclusively to the Series 2007-SN1 Portfolio. 2 (b) Pursuant to Section 3.2 of the Declaration of Trust, the COLT Owner Trustee hereby creates a Series, which shall be known as "Series 2007-SN1" and which shall represent an exclusive and specific divided equity beneficial ownership interest solely in the Series 2007-SN1 Portfolio and those proceeds or assets derived from or earned by such Series 2007-SN1 Portfolio. (c) The COLT Owner Trustee is hereby authorized to execute and deliver the COLT 2007-SN1 Basic Documents to which the Trust is a party. (d) From time to time after the date hereof, Series 2007-SN1 Lease Assets may be removed from Series 2007-SN1 in accordance with the COLT Indenture and the COLT Servicing Agreement. As of any date of determination, the Series 2007-SN1 Portfolio shall include the Lease Assets listed on the Series 2007-SN1 Lease Assets Schedules maintained by the Servicer pursuant to Section 2.19 of the COLT Servicing Agreement. (e) Legal title to all the Series 2007-SN1 Portfolio shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Series 2007-SN1 Portfolio to be vested in a trustee or trustees, in which case title shall be deemed to be transferred to and vested in the COLT Owner Trustee, a co-trustee and/or a separate trustee or any successor thereto, as the case may be. Any such trustee shall take such part of the Series 2007-SN1 Portfolio subject to the security interest therein of the COLT Indenture Trustee or the COLT 2007-SN1 Secured Noteholders, as applicable, established under the COLT Indenture. Such trustee's acceptance of its appointment shall constitute acknowledgment of such security interest and shall constitute a Grant to the COLT Indenture Trustee of a security interest in all property held by such trustee. Any such trustee shall prepare and file all such financing statements naming such trustee as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of the COLT Indenture Trustee. Section 10.2 Issuance and Form of Sold Series Certificate. (a) Series 2007-SN1 shall be represented by a COLT 2007-SN1 Certificate which shall represent an exclusive divided equity beneficial ownership interest in Series 2007-SN1 and the Series 2007-SN1 Portfolio, as further set forth herein. The COLT 2007-SN1 Certificate shall be substantially in the form of Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required by this COLT Series Supplement and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may, consistently herewith and with the Declaration of Trust, be directed by the Residual Certificateholder. Any portion of the COLT 2007-SN1 Certificate may be set forth on the reverse thereof. The COLT 2007-SN1 Certificate shall be printed, lithographed, typewritten, mimeographed, photocopied or otherwise produced or may be produced in any other manner as may, consistently herewith and with the Declaration of Trust, be determined by the Residual Certificateholder. (b) As required by Section 3.2(b) of the Declaration of Trust, the COLT 2007-SN1 Certificate shall contain an express written release and subordination of any claim by any holder thereof to any proceeds or assets of the COLT Owner Trustee and to the assets comprising the 3 Owner Trust Estate other than those from time to time included within the Series 2007-SN1 Portfolio and those proceeds or assets derived from or earned by such Series 2007-SN1 Portfolio. Section 10.3 Transferability of Series Interests. Interests in Series 2007-SN1 and the COLT 2007-SN1 Certificate shall be freely transferable, subject to the restrictions set forth in Sections 3.2(e) and 4.2 of the Declaration of Trust, applicable law and any contractual provisions limiting such transferability to which the holder of Series 2007-SN1 and the COLT 2007-SN1 Certificate shall have otherwise agreed. Notwithstanding the foregoing, no transfer of the COLT 2007-SN1 Certificate or Series 2007-SN1 represented thereby shall be effective unless and until the COLT 2007-SN1 Certificate shall be delivered to the COLT Owner Trustee for registration of transfer together with an assignment attached thereto executed by the registered holder thereof. Section 10.4 Pledge of Series 2007-SN1 Portfolio. The parties hereto acknowledge and agree that the Trust, pursuant to the COLT Indenture, will pledge those Trust Assets comprising the Series 2007-SN1 Portfolio to the COLT Indenture Trustee to secure the Trust's obligations under the COLT 2007-SN1 Secured Notes. ARTICLE XI. MISCELLANEOUS PROVISIONS Section 11.1 Amendment, Etc. (a) Notwithstanding Section 8.4 of the Declaration of Trust, the Declaration of Trust, as supplemented by this COLT Series Supplement, to the extent that it deals solely with Series 2007-SN1 and the Series 2007-SN1 Portfolio, may be amended in accordance with this Section 11.1. (b) The Declaration of Trust and this COLT Series Supplement may be amended by the parties hereto, without the consent of any other Person, (i) to cure any ambiguity or defect, (ii) to correct or supplement any provision in the Declaration of Trust that may be defective or inconsistent with any other provision of the Declaration of Trust or this COLT Series Supplement or (iii) to add, change or eliminate any other provision of the Declaration of Trust in any manner that shall not adversely affect in any material respect the interests of any COLT 2007-SN1 Secured Noteholder or the COLT 2007-SN1 Certificateholder; provided, however, that an Opinion of Counsel shall be furnished to the COLT Owner Trustee or its designated agent to the effect that (i) such amendment is authorized or permitted by this Section 11.1(b), (ii) all conditions precedent, if any, to the execution and delivery of such amendment have been satisfied in all material respects and (iii) the execution and delivery of such amendment will not (A) materially adversely affect the federal or any applicable state income or franchise taxation of any outstanding Secured Notes, Certificates or of the Trust and (B) cause the Trust to be taxable as a corporation for federal or any applicable state income or franchise tax purposes. (c) The Declaration of Trust may be amended from time to time, with prior notice to each Rating Agency (if any Rated Notes are outstanding), for any reason not specified in Section 11.1(b) or Section 8.4 of the Declaration of Trust, by the parties thereto, and this COLT Series Supplement may be amended in any respect from time to time, by the parties hereto, in each case 4 with the consent of the COLT 2007-SN1 Secured Noteholders (if the COLT 2007-SN1 Secured Noteholders are materially adversely affected thereby) or the COLT 2007-SN1 Certificateholders (if the COLT 2007-SN1 Certificateholders are materially adversely affected thereby). Section 11.2 Governing Law. THIS COLT SERIES SUPPLEMENT SHALL BE CREATED UNDER AND GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 11.3 Notices. All demands, notices and communications under this COLT Series Supplement or the Declaration of Trust shall be in writing and shall be delivered as specified in Part III of Exhibit A to the COLT Servicing Agreement. Section 11.4 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this COLT Series Supplement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this COLT Series Supplement and shall in no way affect the validity or enforceability of the other provisions of this COLT Series Supplement or of the COLT 2007-SN1 Certificate or the rights of the holder thereof. To the extent permitted by law, the parties hereto waive any provision of law that renders any provision of this COLT Series Supplement invalid or unenforceable in any respect. Section 11.5 Effect of COLT Series Supplement on Declaration of Trust and Basic Documents. (a) Except as otherwise specifically provided herein: (i) the parties shall continue to be bound by all provisions of the Declaration of Trust; and (ii) the provisions set forth herein operate either as additions to or modifications of the obligations of the parties under the Declaration of Trust, as the context may require. In the event of any conflict between the provisions of this COLT Series Supplement and the Declaration of Trust with respect to Series 2007-SN1, the provisions of this COLT Series Supplement shall prevail. (b) For purposes of determining the parties' obligations under this COLT Series Supplement with respect to Series 2007-SN1, general references in the Declaration of Trust to: (i) the Series Portfolio shall be deemed to refer more specifically to the Series 2007-SN1 Portfolio and (ii) the COLT Series Supplement shall be deemed to refer more specifically to this COLT Series Supplement. 5 Section 11.6 Each Series Separate; Assignees of Series. It is intended by the parties hereto that Series 2007-SN1 is a separate series of the Trust as provided in Section 3806(b)(2) of the Statutory Trust Act. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to Series 2007-SN1 or the Series 2007-SN1 Lease Assets shall be enforceable against the Series 2007-SN1 Portfolio only, and not against any other Trust Assets or the Residual Trust Assets. Except to the extent required by law or specified in the Declaration of Trust or this COLT Series Supplement, the Series 2007-SN1 Lease Assets are not subject to claims, liabilities, expenses or obligations arising from or with respect to the Trust, the COLT Owner Trustee, the Residual Interest or any other Series in respect of such claim. No creditor or holder of a claim relating to assets allocated to Series 2007-SN1 shall be entitled to maintain any action against or recover any assets allocated to the Residual Interest or any other Series. Notice of this limitation on interseries liabilities shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Statutory Trust Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Statutory Trust Act relating to limitations on interseries liabilities (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series and the Residual Interest. Any purchaser, assignee or pledgee of an interest in Series 2007-SN1 or the COLT 2007-SN1 Certificate must, prior to or contemporaneously with the grant of any such assignment, pledge or security interest, (i) give to the Trust a no petition covenant substantially similar to that set forth in Section 8.8 of the Declaration of Trust, and (ii) execute an agreement for the benefit of each holder, assignee or pledgee from time to time of the Residual Interest or Residual Certificate and any other Series or Series Certificate, to release all claims to the assets of the Trust allocated to the Residual Interest and each other Series Portfolio and in the event that such release is not given effect, to fully subordinate all claims it may be deemed to have against the assets of the Trust allocated to the Residual Interest and each other Series Portfolio. In the event of a sale or assignment of a Series, such purchaser or assignee shall be a beneficiary of the Trust in the manner and to the extent set forth in the Series Certificate so acquired and in the applicable COLT Series Supplement. Section 11.7 Nonpetition; Release of Claims. Notwithstanding any other provision of the Declaration of Trust, this COLT Series Supplement, any other Basic Document or any other COLT 2007-SN1 Basic Document and notwithstanding any prior termination of the Declaration of Trust or this COLT Series Supplement, each Certificateholder and the COLT Owner Trustee shall not, prior to the date which is one year and one day after the termination of the Declaration of Trust with respect to the Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust. 6 Section 11.8 Tax Matters. Each of the Residual Certificateholder and the COLT Owner Trustee agree that for federal and state income tax purposes it shall not treat this COLT Series Supplement as creating or constituting a trust, partnership, association taxable as a corporation or any other type of separate entity (and will report for such purposes in a consistent manner therewith). Instead, it is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise taxes, Michigan single business tax and any other taxes imposed upon, measured by or based upon gross or net income, the Trust shall be treated (i) when the Certificates are legally or beneficially owned by two or more Persons, as a partnership and (ii) when the Certificates are legally or beneficially owned by one Person, as a disregarded entity for purposes of Treasury Regulation 301.7701-3, and in each case, that the provisions of this COLT Series Supplement shall be construed in accordance with such intent. Each such party further agrees that the Trust is acting as holder of record title to the 2007-SN1 Series Portfolio, other than the Vehicles contained therein, solely for the benefit of, and as agent and nominee of, the holder of the COLT 2007-SN1 Certificate, and shall not hold itself out or act in a manner inconsistent with it acting merely as agent and nominee. Section 11.9 Information to be Provided by the COLT Owner Trustee. (a) The COLT Owner Trustee agrees to cooperate in good faith with any reasonable request by the Servicer for information regarding the COLT Owner Trustee which is required in order to enable the Servicer to comply with the provisions of Items 1117 and 1119 of Regulation AB as it relates to the COLT Owner Trustee or to the COLT Owner Trustee's obligations under this Agreement. (b) Except to the extent disclosed by the COLT Owner Trustee in subsection (c) or (d) below, the COLT Owner Trustee shall be deemed to have represented to the Servicer on the first day of each Collection Period with respect to the prior Collection Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Delaware or any property of Deutsche Bank Trust Company Delaware that would be material to any COLT 2007-SN1 Secured Noteholder or, to the extent that the COLT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such COLT 2007-SN1 Certificates. (c) The COLT Owner Trustee shall, as promptly as practicable following notice to or discovery by the COLT Owner Trustee of any changes to any information regarding the COLT Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Servicer, in writing, such updated information. (d) The COLT Owner Trustee shall deliver to the Servicer on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the COLT Owner Trustee with respect to the immediately preceding calendar year certifying, on behalf of the COLT Owner Trustee, that except to the extent otherwise disclosed in writing to the Servicer, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Delaware or any property of Deutsche Bank Trust Company Delaware that would be material to any COLT 2007-SN1 7 Secured Noteholder or, to the extent that the COLT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such COLT 2007-SN1 Certificates. (e) The COLT Owner Trustee shall deliver to the Servicer on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the COLT Owner Trustee with respect to the immediately preceding calendar year providing to the Servicer such information regarding the COLT Owner Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum, a description of any affiliation between the COLT Owner Trustee and any of the following parties to this securitization transaction, as such parties are identified to the COLT Owner Trustee by the Servicer in writing in advance of this securitization transaction: (i) CARI; (ii) GMAC; (iii) the Trust; (iv) the Servicer; (v) the COLT Indenture Trustee; (vi) the Swap Counterparty; and (vii) any other material transaction party. In connection with the parties listed in clauses (i) through (vii) above, the COLT Owner Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset backed securities issued in this securitization transaction. [SIGNATURES ON NEXT PAGE] 8 IN WITNESS WHEREOF, the parties hereto have caused this COLT Series Supplement to be duly executed by their respective officers as of the day and year first above written. CENTRAL ORIGINATING LEASE, LLC as Residual Certificateholder By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Vice President DEUTSCHE BANK TRUST COMPANY DELAWARE, as COLT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In Fact Supplement to Declaration (COLT 2007-SN1) S-1 SCHEDULE I Schedule of Series 2007-SN1 Lease Assets On file with GMAC Schedule I-1 EXHIBIT A FORM OF COLT 2007-SN1 CERTIFICATE CENTRAL ORIGINATING LEASE TRUST COLT 2007-SN1 CERTIFICATE June 7, 2007 Evidencing an undivided beneficial interest in all Series 2007-SN1 Lease Assets (as defined below). (This Certificate does not represent an interest in or obligation of GMAC LLC, Central Originating Lease, LLC or any of their Affiliates, except to the extent described below). Number Series 2007-SN1 THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE VARIOUS STATE SECURITIES LAWS. NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS MADE IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND IS OTHERWISE IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH IN THE COLT 2007-SN1 SUPPLEMENT TO THE COLT DECLARATION (AS DEFINED BELOW). EACH PURCHASER AND TRANSFEREE OF A COLT 2007-SN1 CERTIFICATE (OR ANY INTEREST HEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS SUCH CERTIFICATE OR INTEREST HEREIN WILL NOT BE), AND IT IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH CERTIFICATE OR INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A "PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A "BENEFIT PLAN"). IF REQUESTED TO DO SO BY COLT, SUCH PURCHASER OR TRANSFEREE SHALL EXECUTE AND DELIVER TO THE COLT OWNER TRUSTEE AN UNDERTAKING LETTER TO SUCH EFFECT IN THE FORM SPECIFIED IN THE DECLARATION OF TRUST. THIS CERTIFIES THAT _______________, a _____________, is the registered owner of a nonassessable, fully-paid, undivided equity beneficial interest in the Series 2007-SN1 Lease Assets of Central Originating Lease Trust, a Delaware statutory trust ("COLT" or the "Trust") of which Central Originating Lease, LLC, a Delaware limited liability company, is the residual certificateholder ("COLT, LLC" or, in its capacity as residual certificateholder thereunder, and, together with any successor or assign in such capacity, the "Residual Certificateholder"), and Exhibit A-1 Deutsche Bank Trust Company Delaware, as COLT Owner Trustee (in such capacity, together with any successor or permitted assign, the "COLT Owner Trustee"). The Trust exists pursuant to the Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the "Declaration of Trust"), by the COLT Owner Trustee and acknowledged, accepted and agreed to by COLT, LLC, as Residual Certificateholder, as supplemented for purposes hereof by that certain COLT 2007-SN1 Supplement to Declaration of Trust, dated as of June 7, 2007 (as it may be amended from time to time, the "COLT 2007-SN1 Supplement to the Declaration"), between COLT, LLC, as Residual Certificateholder, and the COLT Owner Trustee. A summary of certain of the pertinent portions of the Declaration of Trust is set forth below. To the extent not otherwise defined herein, capitalized terms used herein have the meanings set forth in Part I of Exhibit I to the Declaration of Trust. This Certificate is the duly authorized certificate issued under the Declaration of Trust and the COLT 2007-SN1 Supplement to the Declaration, and is designated as "Central Originating Lease Trust 2007-SN1 Certificate" (the "COLT 2007-SN1 Certificate"). This COLT 2007-SN1 Certificate is issued under and is subject to the terms, provisions and conditions of the Declaration of Trust (including the COLT 2007-SN1 Supplement to the Declaration), the terms of which are incorporated herein by reference and made a part hereof, to which Declaration of Trust the holder of this COLT 2007-SN1 Certificate by virtue of the acceptance hereof assents and by which such holder is bound. There has also been issued under the Declaration of Trust a Residual Certificate (the "Residual Certificate"), and various additional series of Certificates representing Series of equity beneficial interests (each such additional Certificate, a "Series Certificate" and, together with the Residual Certificate, the "Certificates"). The Residual Certificate evidences an exclusive, undivided beneficial interest in the Trust Assets other than Trust Assets allocated to a particular Series (each as defined in the Declaration of Trust), and each series of Series Certificates, taken together, will evidence an exclusive undivided beneficial interest in a separate Series Portfolio (as defined below). The Declaration of Trust provides that, from time to time, certain of the Trust Assets will be identified and allocated on the records of the Trust into one or more separate portfolios of Trust Assets (each such portfolio, a "Series Portfolio"). The equity beneficial interest in each such Series Portfolio will constitute a separate series of equity beneficial interest" (a "Series") in the Trust. Pursuant to the COLT 2007-SN1 Supplement to the Declaration of Trust, various Trust Assets (the "Series 2007-SN1 Lease Assets") were identified and allocated on the records of the Trust into a separate Series Portfolio (the "Series 2007-SN1 Portfolio"), and the equity beneficial interest in the Series 2007-SN1 Portfolio was designated as a separate Series known as the "Series 2007-SN1." The rights of the holder of this Certificate to the proceeds of the Series 2007-SN1 Lease Assets are and will be further set forth in the Declaration of Trust and the COLT 2007-SN1 Supplement to the Declaration of Trust. This Certificate does not represent an obligation of, or an interest in GMAC LLC, COLT, LLC or the COLT Owner Trustee, or any of their respective Affiliates (other than the Trust). This Certificate is limited in right of payment to certain collections and recoveries respecting the Series 2007-SN1 Lease Assets allocated to the Series 2007-SN1 Portfolio, all to the extent and as more specifically set forth in the Declaration of Trust. A copy of the Declaration of Trust may be examined during normal business hours at the Corporate Trust Office of the COLT Owner Exhibit A-2 Trustee, and at such other places, if any, designated by the COLT Owner Trustee, by the holder hereof upon request. By accepting this Certificate, the holder hereof releases (or fully subordinates, but only to the extent such release is not given effect) any claim in respect of this Certificate to any proceeds or assets of the Trust other than those from time to time included within the Series 2007-SN1 Portfolio as Series 2007-SN1 Lease Assets and those proceeds or assets derived from or earned by such Series 2007-SN1 Lease Assets. The COLT 2007-SN1 Supplement to the Declaration permits, with certain exceptions provided therein, the amendment of the Declaration of Trust and the COLT 2007-SN1 Supplement to the Declaration, and the modification of the rights and obligations of the parties thereto with respect to the Series 2007-SN1 Lease Assets, the Series 2007-SN1 Portfolio and Series 2007-SN1 and the rights of the holder of the COLT 2007-SN1 Certificate at any time by the holder of the COLT 2007-SN1 Certificate, the Residual Certificateholder and the COLT Owner Trustee. If approval of any holder of this Certificate is required, any such consent shall be conclusive and binding on such holder and on all future holders hereof and of any Certificate issued upon the permitted transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The COLT 2007-SN1 Supplement to the Declaration also permits the amendment thereof, in certain circumstances, without the consent of any Person other than the Residual Certificateholder and the COLT Owner Trustee. The holder of this Certificate (and each pledgee of this Certificate, by virtue of its acceptance of such pledge) covenants and agrees that it shall not, prior to the date which is one year and one day after the termination of the Declaration of Trust, acquiesce, petition or otherwise invoke or cause the Trust to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust. No bankruptcy, reorganization arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy, insolvency or similar law shall be instituted by the Trust without the consent of the COLT Owner Trustee. The COLT Owner Trustee shall not so consent unless directed to do so by all of the Certificateholders. Prior to due presentation of this Certificate for registration of a permitted transfer, the COLT Owner Trustee, the certificate registrar and any of their respective agents may treat the person or entity in whose name this Certificate is registered as the owner hereof for the purpose of receiving distributions and for all other purposes, and, except as provided for in the Declaration of Trust, neither the COLT Owner Trustee, the certificate registrar nor any such agent shall be affected by any notice to the contrary. Unless this Certificate shall have been executed and authenticated by the COLT Owner Trustee or Deutsche Bank Trust Company Americas, as the COLT Owner Trustee's authenticating agent, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Declaration of Trust or be valid for any purpose. Exhibit A-3 No interest in Series 2007-SN1, this Certificate or the Series 2007-SN1 Portfolio shall be transferred, assigned, sold or conveyed if, as the result of such transfer, assignment, sale or conveyance, the Trust would become a publicly traded partnership. THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [Remainder of page intentionally left blank.] Exhibit A-4 IN WITNESS WHEREOF, the COLT Owner Trustee on behalf of the Trust and not in its individual capacity has caused this COLT 2007-SN1 Certificate to be duly executed and authenticated as of the date first above written. CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: ------------------------------------ Authorized Officer OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Series Certificates referred to in the Declaration of Trust and in the COLT 2007-SN1 Supplement to the Declaration. Dated as of ________________, 2007 DEUTSCHE BANK TRUST COMPANY DELAWARE, as COLT Owner Trustee By: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authenticating Agent By: ------------------------------------ Authorized Signatory EX-4.6 3 k15931exv4w6.txt TRUST AGREEMENT Exhibit 4.6 ================================================================================ CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 TRUST AGREEMENT BETWEEN CAPITAL AUTO RECEIVABLES LLC SELLER AND DEUTSCHE BANK TRUST COMPANY DELAWARE CARAT OWNER TRUSTEE DATED AS OF JUNE 7, 2007 ================================================================================ TABLE OF CONTENTS

-i TABLE OF CONTENTS (continued)

-ii- TABLE OF CONTENTS (continued)

-iii- EXHIBITS EXHIBIT A Form of CARAT 2007-SN1 Certificate EXHIBIT B CARAT 2007-SN1 Certificate of Capital Auto Receivables Asset Trust 2007-SN1 EXHIBIT C Form of Undertaking Letter iv TRUST AGREEMENT, dated as of June 7, 2007, between CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company, as Seller, and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the "CARAT Owner Trustee"). WHEREAS, the Seller and the CARAT Owner Trustee previously entered into a certain trust agreement dated May 10, 2007 (the "Original Trust Agreement"), which contemplated this Trust Agreement; and WHEREAS, the Seller and the CARAT Owner Trustee desire hereby to amend and restate the Original Trust Agreement in its entirety. NOW, THEREFORE, the Seller and the CARAT Owner Trustee hereby agree as follows: ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Certain capitalized terms used in this Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Trust Sale and Administration Agreement, dated as of the date hereof, among the Seller, the Trust Administrator and the Trust (the "Trust Sale and Administration Agreement"). All references herein to "the Agreement" or "this Agreement" are to this Trust Agreement, and all references herein to Articles, Sections and subsections are to Articles, Sections and subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement. ARTICLE II ORGANIZATION Section 2.1 Name. The Trust created hereby shall be known as "Capital Auto Receivables Asset Trust 2007-SN1" in which name the CARAT Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued on behalf of the Trust. The CARAT Owner Trustee is hereby authorized to file the Certificate of Trust on behalf of the Trust pursuant to Section 3810(a) of the Statutory Trust Act. Section 2.2 Office. The office of the Trust shall be in care of the CARAT Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the CARAT Owner Trustee may designate by written notice to the CARAT 2007-SN1 Certificateholders and the Seller. Section 2.3 Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the COLT 2007-SN1 Secured Notes and the other assets of the Trust; (b) to issue the CARAT 2007-SN1 Notes pursuant to the CARAT Indenture and the CARAT 2007-SN1 Certificates pursuant to this Agreement, and to sell, transfer or exchange the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates; (c) to acquire certain property and assets from the Seller on the Series 2007-SN1 Closing Date pursuant to the Trust Sale and Administration Agreement and any other Further Transfer and Administration Agreement, to make payments to the CARAT 2007-SN1 Noteholders and the CARAT 2007-SN1 Certificateholders, and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the CARAT Trust Estate pursuant to the terms of the CARAT Indenture and to hold, manage and distribute to the CARAT 2007-SN1 Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Administration Agreement any portion of the CARAT Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the CARAT Indenture; (e) to enter into and perform its obligations and exercise its rights under the CARAT Basic Documents to which it is to be a party; (f) to enter into any interest rate swaps and caps and other derivative instruments in connection with the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (h) subject to compliance with the CARAT Basic Documents, to engage in such other activities as may be required in connection with conservation of the CARAT Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the CARAT Basic Documents. Section 2.4 Appointment of CARAT Owner Trustee. The Seller hereby appoints the CARAT Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein. Section 2.5 Initial Capital Contribution of CARAT Owner Trust Estate. The Seller has sold, assigned, transferred, conveyed and set over to the CARAT Owner Trustee, the sum of $1. The CARAT Owner Trustee hereby acknowledges receipt in trust from the Seller, as of June 7, 2007, of the foregoing contribution, which constituted the initial CARAT Owner Trust Estate and has been or will be deposited in the Certificate Distribution Account. The Seller shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the CARAT Owner Trustee, promptly reimburse the CARAT Owner Trustee for any such expenses paid by the CARAT Owner Trustee. 2 Section 2.6 Declaration of Trust. The CARAT Owner Trustee hereby declares that it shall hold the CARAT Owner Trust Estate (in the name of the Trust and not in the CARAT Owner Trustee's name for the Trust, except as required by, and in accordance with, Section 2.8) in trust upon and subject to the conditions set forth herein for the use and benefit of the CARAT 2007-SN1 Certificateholders, subject to the obligations of the Trust under the CARAT Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act, that this Agreement constitute the governing instrument of such statutory trust and that the CARAT 2007-SN1 Certificates represent the beneficial interests therein. The rights of the CARAT 2007-SN1 Certificateholders shall be determined as set forth herein and in the Statutory Trust Act and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. Effective as of the date hereof, the CARAT Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Section 2.7 Liability of the CARAT 2007-SN1 Certificateholders. CARAT 2007-SN1 Certificateholders and holders of beneficial interests therein shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. Section 2.8 Title to Trust Property. Legal title to all the CARAT Owner Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the CARAT Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be transferred to and vested in the CARAT Owner Trustee, a co-trustee and/or a separate trustee, as the case may be. Any such trustee shall take such part of the CARAT Owner Trust Estate subject to the security interest of the CARAT Indenture Trustee therein established under the CARAT Indenture. Such trustee's acceptance of its appointment shall constitute acknowledgment of such security interest and shall constitute a Grant to the CARAT Indenture Trustee of a security interest in all property held by such trustee. Any such trustee shall prepare and file all such financing statements naming such trustee as debtor that are necessary or advisable to perfect, make effective or continue the Lien of the CARAT Indenture Trustee. Section 2.9 Situs of Trust. The Trust shall be located and administered in the States of Delaware or New York. All bank accounts maintained by the CARAT Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York. The Trust shall not have any employees in any State other than Delaware; provided, however, that nothing herein shall restrict or prohibit the CARAT Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust only in Delaware or New York, and payments shall be made by the Trust only from Delaware or New York. The only office of the Trust shall be the Corporate Trust Office of the Owner Trustee in Delaware. Section 2.10 Representations and Warranties of the Seller. The Seller hereby represents and warrants to the CARAT Owner Trustee that: (a) The Seller has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business 3 is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire, own and transfer the COLT 2007-SN1 Secured Notes contemplated to be transferred to the Trust pursuant to the Trust Sale and Administration Agreement. (b) The Seller is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (c) The Seller has the power and authority to execute and deliver this Agreement and any other CARAT Basic Documents to which the Seller is a party, and to carry out their respective terms, the Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer as part of the Trust and the Seller has duly authorized such sale and assignment to the Issuer by all necessary corporate or limited liability company action; and the execution, delivery and performance of this Agreement and any other CARAT Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate, limited liability company or similar action. (d) The consummation of the transactions contemplated by this Agreement and any other CARAT Basic Documents to which the Seller is a party, and the fulfillment of the terms of this Agreement and any other CARAT Basic Documents to which the Seller is a party, do not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or the by-laws of the Seller (or its certificate of formation, limited liability company agreement or similar governing document), or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien (other than tax liens and any other Liens that attach by operation of law) upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the CARAT Basic Documents), or violate any law or, to the best of the Seller's knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties. Section 2.11 Tax Treatment. As long as the Seller is the sole owner of the CARAT 2007-SN1 Certificates, the Seller and the CARAT Owner Trustee, by entering into this Agreement, (a) express their intention that the Trust shall be disregarded for federal income tax purposes and shall be treated as a division of the Seller and (b) agree that Section 5.5 of this Agreement shall not be applicable. If the Seller is not the sole owner of the CARAT 2007-SN1 Certificates, through sale of the CARAT 2007-SN1 Certificates, issuance by the Trust of additional CARAT 2007-SN1 Certificates to a Person other than the Seller or otherwise, the Seller and the CARAT Owner Trustee, by entering into this Agreement, and the CARAT 2007-SN1 Certificateholders, by acquiring any CARAT 2007-SN1 Certificates or interest therein, (i) express their intention that the CARAT 2007-SN1 Certificates shall qualify as equity interests in either (A) a division of the Seller, or any other single Person, disregarded as a separate entity for federal income tax purposes if all CARAT 2007-SN1 Certificates are owned solely by the Seller or by such single Person, or (B) a partnership or grantor trust for federal income tax purposes if the CARAT 2007-SN1 Certificates are owned by more than one Person and (ii) unless otherwise required by the appropriate taxing authorities, agree to treat the CARAT 2007-SN1 Certificates 4 as equity interests in an entity as described in clause (i) of this Section 2.11 for the purposes of federal income taxes, State and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by, or based upon gross or net income. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with such characterization of the Trust for such tax purposes. Section 2.12 Merger and Consolidation of the Seller. Any corporation, limited liability company or other entity (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Seller shall be a party, or (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned directly or indirectly by GMAC or General Motors, which corporation or entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement and the other CARAT Basic Documents, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Seller shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 2.12 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the CARAT Indenture Trustee and the CARAT Owner Trustee. ARTICLE III THE CARAT 2007-SN1 CERTIFICATES Section 3.1 Initial Beneficial Ownership. As of the formation of the Trust by the contribution by the Seller pursuant to Section 2.5 and until the issuance of the CARAT 2007-SN1 Certificates, the Seller has been the sole beneficial owner of the Trust. Section 3.2 Form of the CARAT 2007-SN1 Certificates. (a) The CARAT 2007-SN1 Certificates shall be substantially in the form of Exhibit A. The CARAT 2007-SN1 Certificates shall represent the entire beneficial interest in the Trust. The CARAT 2007-SN1 Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the CARAT Owner Trustee. CARAT 2007-SN1 Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such CARAT 2007-SN1 Certificates or did not hold such offices at the date of authentication and delivery of such CARAT 2007-SN1 Certificates. (b) The CARAT 2007-SN1 Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the Authorized Officer of the CARAT Owner Trustee executing such CARAT 2007-SN1 Certificates, as evidenced by their execution of such CARAT 2007-SN1 Certificates. On the Series 2007-SN1 Closing Date, all of the CARAT 2007-SN1 Certificates shall be issued to the Seller. 5 (c) The CARAT 2007-SN1 Certificates shall be issued in fully-registered form. The terms of the CARAT 2007-SN1 Certificates set forth in Exhibit A shall form part of this Agreement. Section 3.3 Execution, Authentication and Delivery. Concurrently with the sale of the COLT 2007-SN1 Secured Notes to the Trust pursuant to the Trust Sale and Administration Agreement, the CARAT Owner Trustee shall cause a single CARAT 2007-SN1 Certificate representing the entire beneficial interest in the Trust to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Seller, signed by its chairman of the board, its president or any vice president, without further corporate or limited liability company action by the Seller. Such CARAT 2007-SN1 Certificate shall be issued to and held by the Seller, as the initial CARAT 2007-SN1 Certificateholder. No CARAT 2007-SN1 Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such CARAT 2007-SN1 Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the CARAT Owner Trustee or Deutsche Bank Trust Company Americas, as the CARAT Owner Trustee's authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such CARAT 2007-SN1 Certificate shall have been duly authenticated and delivered hereunder. All CARAT 2007-SN1 Certificates shall be dated the date of their authentication. Section 3.4 Registration; Registration of Transfer and Exchange of CARAT 2007-SN1 Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the CARAT Owner Trustee shall provide for the registration of CARAT 2007-SN1 Certificates and of transfers and exchanges of CARAT 2007-SN1 Certificates as provided herein. Deutsche Bank Trust Company Americas shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the CARAT Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. (b) A CARAT 2007-SN1 Certificateholder may at any time, without consent of the Noteholders, sell, transfer, convey or assign in any manner its rights to and interests in the CARAT 2007-SN1 Certificates, but only if: (i) such action shall not result in a reduction or withdrawal of the rating of any class of CARAT 2007-SN1 Notes, (ii) the CARAT 2007-SN1 Certificateholder shall provide to the CARAT Owner Trustee and the CARAT Indenture Trustee an Opinion of Counsel (which counsel is independent from the Seller and the Issuer) that such action shall not cause the Trust to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes, (iii) such transferee or assignee shall agree to take positions for tax purposes consistent with the tax positions set forth in Section 2.11 of this Agreement agreed to be taken by the CARAT 2007-SN1 Certificateholder, and (iv) the conditions set forth in Section 9.14 shall have been satisfied. In addition, no transfer of a CARAT 2007-SN1 Certificate shall be registered unless the transferee shall have provided to the CARAT Owner Trustee and the Certificate Registrar an Opinion of Counsel from independent counsel that in connection with such transfer no registration of the CARAT 2007-SN1 Certificates is required under the Securities Act or applicable State securities law or that such 6 transfer is otherwise being made in accordance with all applicable federal and State securities laws. In connection with any transfer of less than all of the interests in the CARAT 2007-SN1 Certificates, the transferor and the transferee shall specify the respective interests in the CARAT 2007-SN1 Certificates to be held by transferor and transferee, which interests may be determined by a formula or on any other basis agreed by transferor and transferee. If agreed by transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the CARAT 2007-SN1 Certificates, and the transferor shall notify the CARAT Owner Trustee of any such agreement in connection with such transfer. (c) If the Seller is no longer the sole CARAT 2007-SN1 Certificateholder, the Trust Administrator shall promptly prepare amendments (subject to the provisions regarding amendments in the applicable CARAT Basic Documents) to the CARAT Basic Documents to the extent necessary to reflect the issuance of book-entry certificates, the establishment of the Certificate Distribution Account and the making of distributions to the CARAT 2007-SN1 Certificateholders and such other matters as shall be agreed between the Seller and the CARAT Owner Trustee. The expense of the foregoing amendments shall be paid by the Trust Administrator. (d) Upon surrender for registration of transfer of any CARAT 2007-SN1 Certificate at the office or agency maintained pursuant to Section 3.8, the CARAT Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new CARAT 2007-SN1 Certificates of a like aggregate percentage interest dated the date of authentication by the CARAT Owner Trustee or any authenticating agent. (e) At the option of a Holder, CARAT 2007-SN1 Certificates may be exchanged for other CARAT 2007-SN1 Certificates of a like aggregate percentage interest upon surrender of the CARAT 2007-SN1 Certificates to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.8. Whenever any CARAT 2007-SN1 Certificates are so surrendered for exchange, the CARAT Owner Trustee shall execute on behalf of the Trust, authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver) one or more CARAT 2007-SN1 Certificates dated the date of authentication by the CARAT Owner Trustee or any authenticating agent. Such CARAT 2007-SN1 Certificates shall be delivered to the Holder making the exchange. (f) Every CARAT 2007-SN1 Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the CARAT Owner Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing and such other documents and instruments as may be required by Section 3.4(b). Each CARAT 2007-SN1 Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the CARAT Owner Trustee or Certificate Registrar in accordance with its customary practice. (g) The CARAT Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed and 7 any other expenses of the CARAT Owner Trustee in connection with any transfer or exchange of CARAT 2007-SN1 Certificates. (h) Each purchaser and transferee of a CARAT 2007-SN1 Certificate (or any interest therein) shall be deemed to represent and warrant that it is not (and for so long as it holds such Certificate or interest therein will not be), and it is not acting on behalf of (and for so long as it holds such Certificate or interest therein will not be acting on behalf of) a Benefit Plan. If requested to do so by the Seller, each purchaser and transferee of a CARAT 2007-SN1 Certificate shall execute and deliver to the CARAT Owner Trustee an undertaking letter in form and substance satisfactory to the CARAT Indenture Trustee and the Seller. (i) Notwithstanding any other provision of this Agreement, no sale, transfer, assignment or conveyance of a CARAT 2007-SN1 Certificate (or any interest therein within the meaning of Treasury Regulation Section 1.7704-1(a)(2)) shall be permitted, and any such purported sale, transfer, assignment or conveyance shall be void ab initio and of no effect, unless the transferee first shall have provided to the CARAT Owner Trustee, the CARAT Indenture Trustee and the Trust Administrator an opinion of independent tax counsel concluding that (i) the sale, transfer, assignment or conveyance will not be effected through an "established securities market" or "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704(b) of the Code, and (ii) after such sale, transfer, assignment or conveyance, there will be no more than 50 Holders of the CARAT 2007-SN1 Certificates. For purposes of making the foregoing determination, each person directly owning an interest in a CARAT 2007-SN1 Certificate shall be treated as a Holder and each person indirectly owning an interest in a CARAT 2007-SN1 Certificate through a partnership (including any entity treated as a partnership for federal income tax purposes), a grantor trust or an S corporation (each such entity, a "flow-through entity") shall be treated as a Holder unless the Trust Administrator determines in its sole and absolute discretion, after consulting with qualified tax counsel experienced in such matters, that less than substantially all of the value of the beneficial owner's interest in the flow-through entity is attributable to the flow-through entity's interest (direct or indirect) in the CARAT 2007-SN1 Certificate. In no event shall the CARAT Owner Trustee be responsible for calculating the number of beneficial owners of the CARAT 2007-SN1 Certificates. Section 3.5 Mutilated, Destroyed, Lost or Stolen CARAT 2007-SN1 Certificates. (a) If (i) any mutilated CARAT 2007-SN1 Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any CARAT 2007-SN1 Certificate, and (ii) there is delivered to the Certificate Registrar, the CARAT Owner Trustee and the Trust such security or indemnity as may be required by them to hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the CARAT Owner Trustee that such CARAT 2007-SN1 Certificate has been acquired by a protected purchaser, the CARAT Owner Trustee shall execute on behalf of the Trust and the CARAT Owner Trustee shall authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen CARAT 2007-SN1 Certificate, a replacement CARAT 2007-SN1 Certificate of a like aggregate percentage interest; provided, however, that if any such destroyed, lost or stolen CARAT 2007-SN1 Certificate, but 8 not a mutilated CARAT 2007-SN1 Certificate, shall have become or within seven days shall be due and payable, then instead of issuing a replacement CARAT 2007-SN1 Certificate the CARAT Owner Trustee may pay such destroyed, lost or stolen CARAT 2007-SN1 Certificate when so due or payable. (b) If, after the delivery of a replacement CARAT 2007-SN1 Certificate or payment in respect of a destroyed, lost or stolen CARAT 2007-SN1 Certificate pursuant to Section 3.5(a), a Protected Purchaser of the original CARAT 2007-SN1 Certificate in lieu of which such replacement CARAT 2007-SN1 Certificate was issued presents for payment such original CARAT 2007-SN1 Certificate, the CARAT Owner Trustee shall be entitled to recover such replacement CARAT 2007-SN1 Certificate (and any distributions or payments made with respect thereto) or such payment from the Person to whom it was delivered or any Person taking such replacement CARAT 2007-SN1 Certificate from such Person to whom such replacement CARAT 2007-SN1 Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the CARAT Owner Trustee in connection therewith. (c) In connection with the issuance of any replacement CARAT 2007-SN1 Certificate under this Section 3.5, the CARAT Owner Trustee may require the payment by the Holder of such CARAT 2007-SN1 Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the CARAT Owner Trustee and the Certificate Registrar) connected therewith. (d) Any duplicate CARAT 2007-SN1 Certificate issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen CARAT 2007-SN1 Certificate shall constitute an original additional beneficial interest in the Trust, whether or not the mutilated, destroyed, lost or stolen CARAT 2007-SN1 Certificate shall be found at any time or be enforced by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other CARAT 2007-SN1 Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen CARAT 2007-SN1 Certificates. Section 3.6 Persons Deemed CARAT 2007-SN1 Certificateholders. Prior to due presentation of a CARAT 2007-SN1 Certificate for registration of transfer, the CARAT Owner Trustee or the Certificate Registrar may treat the Person in whose name any CARAT 2007-SN1 Certificate shall be registered in the Certificate Register as the CARAT 2007-SN1 Certificateholder of such CARAT 2007-SN1 Certificate for the purpose of receiving distributions pursuant to Article V and for all other purposes whatsoever, and neither the CARAT Owner Trustee nor the Certificate Registrar shall be affected by any notice to the contrary. Section 3.7 Access to List of CARAT 2007-SN1 Certificateholders' Names and Addresses. The CARAT Owner Trustee shall furnish or cause to be furnished to the Trust 9 Administrator and the Seller, within 15 days after receipt by the CARAT Owner Trustee of a request therefor from the Trust Administrator or the Seller, in writing, a list of the names and addresses of the CARAT 2007-SN1 Certificateholders as of the most recent Record Date. Each Holder, by receiving and holding a CARAT 2007-SN1 Certificate, shall be deemed to have agreed not to hold any of the Trust Administrator, the Seller or the CARAT Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. Section 3.8 Maintenance of Corporate Trust Office. The CARAT Owner Trustee shall maintain in the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where CARAT 2007-SN1 Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the CARAT Owner Trustee in respect of the CARAT 2007-SN1 Certificates and the CARAT Basic Documents may be served. The CARAT Owner Trustee initially designates the offices of Deutsche Bank Trust Company Americas, 60 Wall Street, New York, NY 10005, as its principal office for such purposes. The CARAT Owner Trustee shall give prompt written notice to the Seller, to the Trust Administrator, and to the CARAT 2007-SN1 Certificateholders of any change in the location of the Certificate Register or any such office or agency. Section 3.9 Appointment of Paying Agent. Except as otherwise provided in Section 5.2, the Paying Agent shall make distributions to CARAT 2007-SN1 Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the CARAT Owner Trustee and the Trust Administrator; provided, however, that no such reports shall be required so long as the Seller is the sole CARAT 2007-SN1 Certificateholder. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The CARAT Owner Trustee may revoke such power and remove the Paying Agent if the CARAT Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent shall initially be Deutsche Bank Trust Company Americas, and any co-paying agent chosen by Deutsche Bank Trust Company Americas, and acceptable to the CARAT Owner Trustee. Deutsche Bank Trust Company Americas shall be permitted to resign as Paying Agent upon 30 days' written notice to the CARAT Owner Trustee. If Deutsche Bank Trust Company Americas shall no longer be the Paying Agent, the CARAT Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The CARAT Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the CARAT Owner Trustee to execute and deliver to the CARAT Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the CARAT Owner Trustee that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the CARAT 2007-SN1 Certificateholders in trust for the benefit of the CARAT 2007-SN1 Certificateholders entitled thereto until such sums shall be paid to such CARAT 2007-SN1 Certificateholders. The Paying Agent shall return all unclaimed funds to the CARAT Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the CARAT Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the CARAT Owner Trustee also in its role as Paying Agent, for so long as the CARAT Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed 10 hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Section 3.10 Seller as CARAT 2007-SN1 Certificateholder. The Seller in its individual or any other capacity may become the owner or pledgee of CARAT 2007-SN1 Certificates and may otherwise deal with the CARAT Owner Trustee or its Affiliates as if it were not the Seller. ARTICLE IV ACTIONS BY CARAT OWNER TRUSTEE Section 4.1 Prior Notice to CARAT 2007-SN1 Certificateholders with Respect to Certain Matters. The CARAT Owner Trustee shall not take action with respect to the following matters, unless (i) the CARAT Owner Trustee shall have notified the CARAT 2007-SN1 Certificateholders in writing of the proposed action at least 30 days and not more than 45 days before the taking of such action, and (ii) the CARAT 2007-SN1 Certificateholders shall not have notified the CARAT Owner Trustee in writing prior to the 30th day after such notice is given that such CARAT 2007-SN1 Certificateholders have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on a COLT 2007-SN1 Secured Note or an action by the CARAT Indenture Trustee pursuant to the CARAT Indenture) and the compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a COLT 2007-SN1 Secured Note or an action by the CARAT Indenture Trustee pursuant to the CARAT Indenture); (b) the election by the Trust to file an amendment to the Certificate of Trust, a conformed copy of which is attached hereto as Exhibit B; (c) the amendment of the CARAT Indenture by a supplemental indenture in circumstances where the consent of any CARAT 2007-SN1 Noteholder is required; (d) the amendment of the CARAT Indenture by a supplemental indenture in circumstances where the consent of any CARAT 2007-SN1 Noteholder is not required and such amendment materially adversely affects the interests of the CARAT 2007-SN1 Certificateholders; (e) the amendment, change or modification of the Trust Sale and Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the CARAT 2007-SN1 Certificateholders; or (f) the appointment pursuant to the CARAT Indenture of a successor Note Registrar, Paying Agent or CARAT Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or CARAT Indenture Trustee or Certificate Registrar of its obligations under the CARAT Indenture or this Agreement, as applicable. 11 Section 4.2 Action by CARAT 2007-SN1 Certificateholders with Respect to Certain Matters. The CARAT Owner Trustee shall not have the power, except upon the written direction of the CARAT 2007-SN1 Certificateholders, to remove the Trust Administrator under the Trust Sale and Administration Agreement pursuant to Section 7.02 thereof, appoint a successor Trust Administrator under the Trust Sale and Administration Agreement or except as expressly provided in the CARAT Basic Documents, sell the COLT 2007-SN1 Secured Notes or any interest therein after the termination of the CARAT Indenture. The CARAT Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the CARAT 2007-SN1 Certificateholders. Section 4.3 Action by CARAT 2007-SN1 Certificateholders with Respect to Bankruptcy. Notwithstanding any prior termination of this Agreement, the CARAT Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all CARAT 2007-SN1 Certificateholders (including the Seller) and the delivery to the CARAT Owner Trustee by each such CARAT 2007-SN1 Certificateholder of a certificate certifying that such CARAT 2007-SN1 Certificateholder reasonably believes that the Trust is insolvent; provided, however, that under no circumstances shall the CARAT Owner Trustee commence or join in commencing any such proceeding prior to the date that is one year and one day after the termination of the Trust. Section 4.4 Restrictions on CARAT 2007-SN1 Certificateholders' Power. The CARAT 2007-SN1 Certificateholders shall not direct the CARAT Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the CARAT Owner Trustee under this Agreement, including Section 2.3 of this Agreement, or any of the CARAT Basic Documents, nor shall the CARAT Owner Trustee be obligated to follow any such direction, if given. The CARAT 2007-SN1 Certificateholders shall not and shall not direct the CARAT Owner Trustee to take action that would violate the provisions of Section 6.1 and, if given, the CARAT Owner Trustee shall not be obligated to follow any such direction. Section 4.5 Majority Control. Except as expressly provided herein, any action that may be taken or consent that may be given or withheld by the CARAT 2007-SN1 Certificateholders under this Agreement shall be effective if such action is taken or such consent is given or withheld by the Holders of CARAT 2007-SN1 Certificates evidencing not less than a majority of the Voting Interests as of the close of the preceding Distribution Date. Except as expressly provided herein, any written notice, instruction, direction or other document of the CARAT 2007-SN1 Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of CARAT 2007-SN1 Certificates evidencing not less than a majority of the Voting Interests at the time of the delivery of such notice. ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES Section 5.1 Establishment of Certificate Distribution Account. (a) Except as otherwise provided in Section 5.2, the Trust Administrator, for the benefit of the CARAT 2007-SN1 Certificateholders, shall establish and maintain in the name 12 of the Trust an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2007-SN1 Certificate Distribution Account (the "Certificate Distribution Account"), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the CARAT 2007-SN1 Certificateholders. (b) The Trust shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof. Except as otherwise provided herein in the CARAT Indenture, or in the Trust Sale and Administration Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the CARAT Owner Trustee for the benefit of the CARAT 2007-SN1 Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the CARAT Owner Trustee (or the Trust Administrator on behalf of the CARAT Owner Trustee, if the Certificate Distribution Account is not then held by the CARAT Owner Trustee or an Affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. Section 5.2 Application of Trust Funds. (a) On each Distribution Date, the CARAT Owner Trustee shall distribute to the CARAT 2007-SN1 Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Sections 4.05 and 8.01 of the Trust Sale and Administration Agreement on or prior to such Distribution Date. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other CARAT Basic Documents, if and for so long as CARAT 2007-SN1 Certificates representing in the aggregate a 100% Voting Interest in the Trust are held by the Seller, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the CARAT 2007-SN1 Certificates (including the final distribution as contemplated by Section 7.1(c)) required hereunder or under the Trust Sale and Administration Agreement shall be made directly to the Seller by the CARAT Indenture Trustee (whether or not the Trust Sale and Administration Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the CARAT Owner Trustee shall have no duty or liability to see to such distribution. (b) On each Distribution Date, the CARAT Owner Trustee shall send to each CARAT 2007-SN1 Certificateholder the statement provided to the CARAT Owner Trustee by the Trust Administrator pursuant to Section 4.07(a) of the Trust Sale and Administration Agreement on such Distribution Date setting forth, among other things, the amount distributed on the CARAT 2007-SN1 Certificates and the Administration Fee with respect to such Distribution Date or Monthly Period, as applicable; provided, however, that no such statement shall be required to be sent by the CARAT Owner Trustee if and for so long as the Seller is the sole CARAT 2007-SN1 Certificateholder. (c) If any withholding tax is imposed on the Trust's payment (or allocations of income) to a CARAT 2007-SN1 Certificateholder, such tax shall reduce the amount otherwise distributable to the CARAT 2007-SN1 Certificateholder in accordance with this Section 5.2; 13 provided, however, that the CARAT Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Seller is the sole CARAT 2007-SN1 Certificateholder. The CARAT Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the CARAT 2007-SN1 Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the CARAT Owner Trustee from contesting any such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a CARAT 2007-SN1 Certificateholder shall be treated as cash distributed to such CARAT 2007-SN1 Certificateholder at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution (such as a distribution to a non-U.S. CARAT 2007-SN1 Certificateholder), the CARAT Owner Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a CARAT 2007-SN1 Certificateholder wishes to apply for a refund of any such withholding tax, the CARAT Owner Trustee shall reasonably cooperate with such CARAT 2007-SN1 Certificateholder in making such claim so long as such CARAT 2007-SN1 Certificateholder agrees to reimburse the CARAT Owner Trustee for any out-of-pocket expenses incurred. (d) If the CARAT Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the CARAT Indenture, the CARAT Owner Trustee shall, upon notice from the CARAT Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the CARAT Indenture Trustee pursuant to Section 3.3(e) of the CARAT Indenture instructing the CARAT Indenture Trustee to pay such funds to or at the order of the Seller. Section 5.3 Method of Payment. Subject to Section 7.1(c), distributions required to be made to CARAT 2007-SN1 Certificateholders on any Distribution Date shall be made to each CARAT 2007-SN1 Certificateholder of record on the related Record Date (i) by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefor, if such CARAT 2007-SN1 Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five Business Days prior to such Record Date or if not, by check mailed to such CARAT 2007-SN1 Certificateholder at the address of such CARAT 2007-SN1 Certificateholder appearing in the Certificate Register. Section 5.4 Accounting and Reports to the CARAT 2007-SN1 Certificateholders, the Internal Revenue Service and Others. The CARAT Owner Trustee shall maintain (or cause to be maintained) the books of the Trust on a calendar year basis on the accrual method of accounting, deliver to each CARAT 2007-SN1 Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each CARAT 2007-SN1 Certificateholder to prepare its federal income tax return, file such tax returns relating to the Trust and make such elections as may from time to time be required or appropriate under any applicable State or federal statute or rule or regulation thereunder so as to maintain the Trust's characterization as an entity described in clause (a) of Section 2.11 for federal income tax purposes, cause such tax returns to be signed in the manner required by law and collect or cause to be collected any withholding tax as described in and in accordance with Section 5.2(c) with respect to income or distributions to CARAT 2007-SN1 Certificateholders. If the Trust were to become a partnership in accordance with Section 2.11 or Internal Revenue 14 Service were to contend successfully that the Trust is not a disregarded entity but is rather a partnership for federal income tax purposes, the Trust shall allocate items of income, gain, deduction and loss to the partners of the Trust in accordance with their economic interests in the Trust. With respect to interest expense of the Trust, the Trust shall allocate to the CARAT 2007-SN1 Certificateholders their share of the entire amount of such interest expense. If the Trust becomes a partnership, the Seller shall be the tax matters partner and such partnership shall not make the election described in Section 754 of the Code. Section 5.5 Signature on Returns; Other Tax Matters. The CARAT Owner Trustee shall sign on behalf of the Trust any and all tax returns of the Trust, unless applicable law requires a CARAT 2007-SN1 Certificateholder to sign such documents, in which case such documents shall be signed by the Seller. To the extent one may be required, the Seller shall be the "tax matters partner" of the Trust pursuant to the Code. ARTICLE VI THE CARAT OWNER TRUSTEE Section 6.1 Duties of CARAT Owner Trustee. (a) The CARAT Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other CARAT Basic Documents, including the administration of the Trust in the interest of the CARAT 2007-SN1 Certificateholders, subject to the CARAT Basic Documents and in accordance with the provisions of this Agreement. No implied covenants or obligations shall be read into this Agreement. (b) Notwithstanding the foregoing, the CARAT Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the CARAT Basic Documents to the extent the Trust Administrator has agreed in the Trust Sale and Administration Agreement to perform any act or to discharge any duty of the CARAT Owner Trustee hereunder or under any CARAT Basic Document, and the CARAT Owner Trustee shall not be liable for the default or failure of the Trust Administrator to carry out its obligations under the Trust Sale and Administration Agreement. (c) In the absence of bad faith on its part, the CARAT Owner Trustee may conclusively rely upon certificates or opinions furnished to the CARAT Owner Trustee and conforming to the requirements of this Agreement in determining the truth of the statements and the correctness of the opinions contained therein; provided, however, that the CARAT Owner Trustee shall have examined such certificates or opinions so as to determine compliance of the same with the requirements of this Agreement. (d) The CARAT Owner Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (i) this Section 6.1(d) shall not limit the effect of Section 6.1(a) or (b); 15 (ii) the CARAT Owner Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the CARAT Owner Trustee was negligent in ascertaining the pertinent facts; (iii) the CARAT Owner Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 4.1, 4.2 or 6.4; and (iv) the CARAT Owner Trustee shall not be personally liable for special, consequential or punitive damages, however styled, including lost profits. (e) Subject to Sections 5.1 and 5.2, monies received by the CARAT Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Administration Agreement and may be deposited under such general conditions as may be prescribed by law, and the CARAT Owner Trustee shall not be liable for any interest thereon. (f) The CARAT Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii) would, to the actual knowledge of a Responsible Officer of the CARAT Owner Trustee, result in the Trust's becoming taxable as a corporation for federal income tax purposes. The CARAT 2007-SN1 Certificateholders shall not direct the CARAT Owner Trustee to take action that would violate the provisions of this Section 6.1. Section 6.2 Rights of CARAT Owner Trustee. The CARAT Owner Trustee is authorized and directed to execute and deliver the CARAT Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the CARAT Basic Documents to which the Trust is to be a party, in such form as the Seller shall approve as evidenced conclusively by the CARAT Owner Trustee's execution thereof. In addition to the foregoing, the CARAT Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the CARAT Basic Documents. The CARAT Owner Trustee is further authorized from time to time to take such action as the Trust Administrator recommends and directs in writing with respect to the CARAT Basic Documents. Section 6.3 Acceptance of Trusts and Duties. Except as otherwise provided in this Article VI, in accepting the trusts hereby created, Deutsche Bank Trust Company Delaware acts solely as CARAT Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the CARAT Owner Trustee by reason of the transactions contemplated by this Agreement or any other CARAT Basic Document shall look only to the CARAT Owner Trust Estate for payment or satisfaction thereof. The CARAT Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The CARAT Owner Trustee also agrees to disburse all monies actually received by it constituting part of the CARAT Owner Trust Estate upon the terms of the CARAT Basic Documents. The CARAT Owner Trustee shall not be liable or accountable hereunder or under any CARAT Basic Document under any circumstances, except for its own negligent action, its own negligent failure to act or its own willful misconduct or in the case of the inaccuracy of any representation or warranty contained in Section 6.6 and 16 expressly made by the CARAT Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence): (a) the CARAT Owner Trustee shall at no time have any responsibility or liability for, or with respect to, the legality, validity and enforceability of any COLT 2007-SN1 Secured Note, or the perfection and priority of any security interest created by any COLT 2007-SN1 Secured Note in any Series 2007-SN1 Lease Asset or the maintenance of any such perfection and priority, or for, or with respect to, the sufficiency of the CARAT Owner Trust Estate or its ability to generate the payments to be distributed to CARAT 2007-SN1 Certificateholders under this Agreement or to CARAT 2007-SN1 Noteholders under the CARAT Indenture, including, without limitation: the existence, condition and ownership of any Series 2007-SN1 Lease Asset securing a COLT 2007-SN1 Secured Note; the existence and enforceability of any insurance thereon; the existence and contents of any COLT 2007-SN1 Secured Note on any computer or other record thereof; the validity of the assignment of any COLT 2007-SN1 Secured Note to the Trust or of any intervening assignment; the completeness of any COLT 2007-SN1 Secured Note; the performance or enforcement of any COLT 2007-SN1 Secured Note; the compliance by the Seller or the Trust Administrator with any warranty or representation made under any CARAT Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Trustee or the Trust Administrator or any sub-administrator taken in the name of the CARAT Owner Trustee; (b) the CARAT Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Trust Administrator or any CARAT 2007-SN1 Certificateholder; (c) no provision of this Agreement or any other CARAT Basic Document shall require the CARAT Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other CARAT Basic Document, if the CARAT Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (d) under no circumstances shall the CARAT Owner Trustee be liable for indebtedness evidenced by or arising under any of the CARAT Basic Documents, including the principal of and interest on the CARAT 2007-SN1 Notes; (e) the CARAT Owner Trustee shall not be responsible for or in respect of and makes no representation as to the validity or sufficiency of any provision of this Agreement other than as explicitly set forth herein or for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the CARAT Owner Trust Estate or for, or in respect of, the validity or sufficiency of the CARAT Basic Documents, the CARAT 2007-SN1 Notes, the CARAT 2007-SN1 Certificates (other than the certificate of authentication on the CARAT 2007-SN1 Certificates) or of any COLT 2007-SN1 Secured Notes or any related documents, and the CARAT Owner Trustee shall in no event assume or incur any liability, duty or obligation to any CARAT 2007-SN1 Noteholder or to any CARAT 2007-SN1 Certificateholder, other than as expressly provided for herein and in the other CARAT Basic Documents; 17 (f) the CARAT Owner Trustee shall not be liable for the default or misconduct of the CARAT Indenture Trustee, the Seller or the Trust Administrator under any of the CARAT Basic Documents or otherwise and the CARAT Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the other CARAT Basic Documents that are required to be performed by the CARAT Indenture Trustee under the CARAT Indenture or the Trust Administrator under the Pooling and Administration Agreement or the Trust Sale and Administration Agreement; and (g) the CARAT Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other CARAT Basic Document, at the request, order or direction of any of the CARAT 2007-SN1 Certificateholders, unless such CARAT 2007-SN1 Certificateholders have offered to the CARAT Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the CARAT Owner Trustee therein or thereby; the right of the CARAT Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other CARAT Basic Document shall not be construed as a duty, and the CARAT Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act. (h) notwithstanding anything to the contrary contained herein or in any other CARAT Basic Document, the CARAT Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002; notwithstanding any Person's right to instruct the CARAT Owner Trustee, neither the CARAT Owner Trustee nor any agent, employee, director or officer of the CARAT Owner Trustee shall have any obligation to execute any certificates or other documents required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated pursuant thereto, and the refusal to comply with any such instructions shall not constitute a default or breach under any CARAT Basic Document; if the CARAT Owner Trustee, on behalf of the Trust, does not execute, deliver or certify any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002, an Officer of the Trust Administrator shall, on behalf of the Trust, execute, deliver or make such certification. Section 6.4 Action Upon Instruction by CARAT 2007-SN1 Certificateholders. (a) Subject to Section 4.4, the CARAT 2007-SN1 Certificateholders may by written instruction direct the CARAT Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the CARAT 2007-SN1 Certificateholders pursuant to Section 4.5. (b) Notwithstanding the foregoing, the CARAT Owner Trustee shall not be required to take any action hereunder or under any other CARAT Basic Document if the CARAT Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the CARAT Owner Trustee or is contrary to the terms hereof or of any other CARAT Basic Document or is otherwise contrary to law. 18 (c) Whenever the CARAT Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other CARAT Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or any other CARAT Basic Document, the CARAT Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the CARAT 2007-SN1 Certificateholders requesting instruction as to the course of action to be adopted, and, to the extent the CARAT Owner Trustee acts in good faith in accordance with any such instruction received, the CARAT Owner Trustee shall not be liable on account of such action to any Person. If the CARAT Owner Trustee shall not have received appropriate instructions within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement or any other CARAT Basic Document, and as it shall deem to be in the best interests of the CARAT 2007-SN1 Certificateholders, and the CARAT Owner Trustee shall have no liability to any Person for any such action or inaction. Section 6.5 Furnishing of Documents. The CARAT Owner Trustee shall furnish to the CARAT 2007-SN1 Certificateholders, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the CARAT Owner Trustee under the CARAT Basic Documents. Section 6.6 Representations and Warranties of CARAT Owner Trustee. The CARAT Owner Trustee hereby represents and warrants to the Seller, for the benefit of the CARAT 2007-SN1 Certificateholders, that: (a) It is a banking corporation duly organized, validly existing and in good standing under the laws of the State of its incorporation. It has satisfied the eligibility requirements set forth in Section 6.13. (b) It has full power, authority and legal right to execute, deliver and perform this Agreement, and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (c) The execution, delivery and performance by it of this Agreement (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the CARAT Owner Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the CARAT Owner Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the CARAT Owner Trustee or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien (other than tax liens and any other Liens that attach by operation of law) on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien (other than tax liens and any other Liens that attach by operation of law) could reasonably be expected to have a materially adverse effect on the CARAT Owner Trustee's performance or ability to perform its duties as CARAT Owner Trustee under this Agreement or on the transactions contemplated in this Agreement. 19 (d) This Agreement has been duly executed and delivered by the CARAT Owner Trustee and constitutes the legal, valid and binding agreement of the CARAT Owner Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. Section 6.7 Reliance; Advice of Counsel. (a) The CARAT Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties and need not investigate any fact or matter in any such document. The CARAT Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of the determination of which is not specifically prescribed herein, the CARAT Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the CARAT Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the CARAT Basic Documents, the CARAT Owner Trustee may act directly or through its agents, attorneys, custodians or nominees (including the granting of a power of attorney to officers of Deutsche Bank Trust Company Americas to execute and deliver any CARAT Basic Documents, CARAT 2007-SN1 Certificate, CARAT 2007-SN1 Note or other documents related thereto on behalf of the CARAT Owner Trustee) pursuant to agreements entered into with any of them, and the CARAT Owner Trustee shall not be liable for the conduct or misconduct of such agents, attorneys, custodians or nominees if such agents, attorneys, custodians or nominees shall have been selected by the CARAT Owner Trustee with reasonable care; and may consult with counsel, accountants and other skilled professionals to be selected with reasonable care and employed by it. The CARAT Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons and not contrary to this Agreement or any CARAT Basic Document. Section 6.8 CARAT Owner Trustee May Own CARAT 2007-SN1 Certificates and CARAT 2007-SN1 Notes. Deutsche Bank Trust Company Delaware or any successor CARAT Owner Trustee in its individual or any other capacity may become the owner or pledgee of CARAT 2007-SN1 Certificates or CARAT 2007-SN1 Notes and may deal with the Seller, the CARAT Indenture Trustee and the Trust Administrator in transactions in the same manner as it would have if it were not the CARAT Owner Trustee. Section 6.9 Compensation and Indemnity. The CARAT Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Trust Administrator and the CARAT Owner Trustee, and the 20 CARAT Owner Trustee, any Paying Agent, registrar, authenticating agent or co-trustee shall be entitled to be reimbursed by the Trust Administrator for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, custodians, nominees, representatives, experts and external counsel as the CARAT Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. The Trust Administrator shall indemnify the CARAT Owner Trustee, any Paying Agent, registrar, authenticating agent or co-trustee and its successors, assigns, agents and servants in accordance with the provisions of Section 6.01 of the Trust Sale and Administration Agreement. The indemnities contained in this Section 6.9 shall survive the resignation or removal of the CARAT Owner Trustee or the termination of this Agreement. Any amounts paid to the CARAT Owner Trustee pursuant to this Article VI shall be deemed not to be a part of the CARAT Owner Trust Estate immediately after such payment. Section 6.10 Replacement of CARAT Owner Trustee. (a) The CARAT Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Trust Administrator provided, however, that no such resignation shall become effective, and the CARAT Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor CARAT Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within 30 days after the giving of such notice, the CARAT Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor CARAT Owner Trustee. The Trust Administrator shall remove the CARAT Owner Trustee if: (i) the CARAT Owner Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Trust Administrator; (ii) the CARAT Owner Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the CARAT Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the CARAT Owner Trustee shall otherwise be incapable of acting. (b) If the CARAT Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of CARAT Owner Trustee for any reason the Trust Administrator shall promptly appoint a successor CARAT Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing CARAT Owner Trustee so removed and one copy to the successor CARAT Owner Trustee) and shall pay all fees owed to the outgoing CARAT Owner Trustee. (c) Any resignation or removal of the CARAT Owner Trustee and appointment of a successor CARAT Owner Trustee pursuant to any of the provisions of this Section 6.10 shall not become effective and no such resignation shall be deemed to have occurred until a written acceptance of appointment is delivered by the successor CARAT Owner 21 Trustee to the outgoing CARAT Owner Trustee and the Trust Administrator and all fees and expenses due to the outgoing CARAT Owner Trustee are paid. Any successor CARAT Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as CARAT Owner Trustee. The Trust Administrator shall provide notice of such resignation or removal of the CARAT Owner Trustee to the Rating Agencies. (d) The predecessor CARAT Owner Trustee shall upon payment of its fees and expenses deliver to the successor CARAT Owner Trustee all documents and statements and monies held by it under this Agreement. The Trust Administrator and the predecessor CARAT Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor CARAT Owner Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor CARAT Owner Trustee pursuant to this Section 6.10, the Trust Administrator shall mail notice of the successor of such CARAT Owner Trustee to all CARAT 2007-SN1 Certificateholders, the CARAT Indenture Trustee, the CARAT 2007-SN1 Noteholders and the Rating Agencies. Section 6.11 Merger or Consolidation of CARAT Owner Trustee. Any Person into which the CARAT Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the CARAT Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the CARAT Owner Trustee, shall be the successor of the CARAT Owner Trustee hereunder, provided such Person shall be eligible pursuant to Section 6.13, and without the execution or filing of any instrument or any further act on the part of any of the parties hereto; provided, however, that the CARAT Owner Trustee shall mail notice of such merger or consolidation to the Rating Agencies. Section 6.12 Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the CARAT Owner Trust Estate or any COLT 2007-SN1 Secured Note may at the time be located, the Trust Administrator and the CARAT Owner Trustee acting jointly shall have the power and shall, at the expense of the Trust Administrator, execute and deliver all instruments to appoint one or more Persons approved by the CARAT Owner Trustee to act as co-trustee, jointly with the CARAT Owner Trustee, or as separate trustee or trustees, of all or any part of the CARAT Owner Trust Estate, and to vest in such Person (in the name of the Trust and not in such Person's name for the Trust, except to the extent otherwise required by, and in accordance with, Section 2.8), in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 6.12, such powers, duties, obligations, rights and trusts as the Trust Administrator and the CARAT Owner Trustee may consider necessary or desirable. If the Trust Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the CARAT Owner Trustee alone shall have the power to make such 22 appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor trustee pursuant to Section 6.13 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 6.10. (b) Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the CARAT Owner Trustee shall be conferred upon and exercised or performed by the CARAT Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the CARAT Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the CARAT Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the CARAT Owner Trustee; (ii) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (iii) the Trust Administrator and the CARAT Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the CARAT Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the CARAT Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the CARAT Owner Trustee. Each such instrument shall be filed with the CARAT Owner Trustee and a copy thereof given to the Trust Administrator. (d) Any separate trustee or co-trustee may at any time appoint the CARAT Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the CARAT Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 6.13 Eligibility Requirements for CARAT Owner Trustee. The CARAT Owner Trustee shall at all times satisfy the requirement of Section 26(a)(1) of the Investment Company Act. The CARAT Owner Trustee shall at all times: (a) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Act; (b) be authorized to exercise corporate 23 trust powers; (c) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities; (d) be a corporation, association or joint-stock company created or organized in the United States or under the law of the United States or of any State; and (e) have (or have a parent which has) a long-term unsecured debt rating of at least "BBB-" by Standard & Poor's Ratings Services and at least "Baa3" by Moody's Investors Service, Inc. If such corporation shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 6.13, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the CARAT Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 6.13, the CARAT Owner Trustee shall resign immediately in the manner and with the effect specified in Section 6.10. ARTICLE VII TERMINATION OF TRUST AGREEMENT Section 7.1 Termination of Trust Agreement. (a) This Agreement (other than Section 6.9) and the Trust shall terminate in accordance with Section 3808 of the Statutory Trust Act and be of no further force or effect on the final distribution by the CARAT Owner Trustee of all monies or other property or proceeds of the CARAT Owner Trust Estate in accordance with the terms of the CARAT Indenture, the Trust Sale and Administration Agreement (including the exercise by the Seller of its option to purchase the COLT 2007-SN1 Secured Notes pursuant to Section 8.01(a) of the Trust Sale and Administration Agreement), any Interest Rate Swaps and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any CARAT 2007-SN1 Certificateholder shall not (x) operate to terminate this Agreement or the Trust, (y) entitle such CARAT 2007-SN1 Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or the CARAT Owner Trust Estate, or (z) otherwise affect the rights, obligations and liabilities of the parties hereto. (b) Neither the Seller nor any CARAT 2007-SN1 Certificateholder shall be entitled to revoke or terminate the Trust or this Agreement. (c) Subject to Section 5.2(a), notice of any termination of the Trust, specifying the Distribution Date upon which the CARAT 2007-SN1 Certificateholders shall surrender their CARAT 2007-SN1 Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the CARAT Owner Trustee by letter to CARAT 2007-SN1 Certificateholders mailed within five Business Days of receipt of notice of such termination from the Trust Administrator given pursuant to Section 8.01(c) of the Trust Sale and Administration Agreement, stating: (i) the Distribution Date upon or with respect to which final payment of the CARAT 2007-SN1 Certificates shall be made upon presentation and surrender of the CARAT 2007-SN1 Certificates at the office of the Paying Agent therein designated; (ii) the amount of any such final payment; and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the CARAT 2007-SN1 Certificates at the office of the Paying Agent therein specified. The 24 CARAT Owner Trustee shall give such notice to the Certificate Registrar (if other than the CARAT Owner Trustee) and the Paying Agent at the time such notice is given to CARAT 2007-SN1 Certificateholders. Upon presentation and surrender of the CARAT 2007-SN1 Certificates, the Paying Agent shall cause to be distributed to CARAT 2007-SN1 Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.2. (d) If all of the CARAT 2007-SN1 Certificateholders shall not surrender their CARAT 2007-SN1 Certificates for cancellation within six months after the date specified in the written notice referred to in Section 7.1(c), the CARAT Owner Trustee shall give a second written notice to the remaining CARAT 2007-SN1 Certificateholders to surrender their CARAT 2007-SN1 Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the CARAT 2007-SN1 Certificates shall not have been surrendered for cancellation, the CARAT Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining CARAT 2007-SN1 Certificateholders concerning surrender of their CARAT 2007-SN1 Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Subject to applicable laws with respect to escheat of funds, any funds remaining in the Trust after exhaustion of such remedies in the preceding sentence shall be deemed property of the Seller and distributed by the CARAT Owner Trustee to the Seller, and the CARAT Owner Trustee shall have no further liability to the CARAT 2007-SN1 Certificateholders with respect thereto. (e) Upon the winding up and termination of the Trust in accordance with Section 3808 of the Statutory Trust Act and this Section, the CARAT Owner Trustee shall cause the Certificate of Trust to be canceled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act. ARTICLE VIII AMENDMENTS Section 8.1 Amendments Without Consent of Certificateholders or Noteholders. This Agreement may be amended by the Seller and the CARAT Owner Trustee without the consent of any of the CARAT 2007-SN1 Noteholders, or the CARAT 2007-SN1 Certificateholders (but with prior notice to the Rating Agencies), to (i) cure any ambiguity, (ii) correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Document, (iii) add or supplement any credit enhancement for the benefit of the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders (provided, however, that if any such addition shall affect any class of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders differently than any other class of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders), (iv) add to the covenants, restrictions or obligations of the Seller or the CARAT Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the CARAT Owner Trust Estate and add to or change any provisions as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee pursuant to Article VI, and (vi) add, change or eliminate any other provision of 25 this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the CARAT 2007-SN1 Noteholders or the Unaffiliated Certificateholders. Section 8.2 Amendments With Consent of CARAT 2007-SN1 Certificateholders and CARAT 2007-SN1 Noteholders. This Agreement may also be amended from time to time by the Seller and the CARAT Owner Trustee with the consent of CARAT 2007-SN1 Noteholders whose CARAT 2007-SN1 Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Seller or an Affiliate of the Seller holds any CARAT 2007-SN1 Certificates, the consent of CARAT 2007-SN1 Certificateholders whose CARAT 2007-SN1 Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future Holders of such CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates and of any CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders; provided, however, that no such amendment shall (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on CARAT 2007-SN1 Secured Notes or distributions that shall be required to be made on any CARAT 2007-SN1 Note or the Interest Rate for any class of CARAT 2007-SN1 Notes or (b) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all CARAT 2007-SN1 Notes and all of the Voting Interests with respect to CARAT 2007-SN1 Certificates then outstanding. The CARAT Owner Trustee shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Section 8.3 Form of Amendments. (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or 8.2, the CARAT Owner Trustee shall furnish written notification of the substance of such amendment or consent to each CARAT 2007-SN1 Certificateholder and the CARAT Indenture Trustee. (b) It shall not be necessary for the consent of CARAT 2007-SN1 Certificateholders or the CARAT 2007-SN1 Noteholders pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of CARAT 2007-SN1 Certificateholders and Unaffiliated Certificateholders provided for in this Agreement or in any other CARAT Basic Document) and of evidencing the authorization of the execution thereof by CARAT 2007-SN1 Certificateholders and Unaffiliated Certificateholders shall be subject to such reasonable requirements as the CARAT Owner Trustee may prescribe. 26 (c) Promptly after the execution of any amendment to the Certificate of Trust, the CARAT Owner Trustee shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the CARAT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment by it is authorized or permitted by this Agreement. The CARAT Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the CARAT Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. ARTICLE IX MISCELLANEOUS Section 9.1 No Legal Title to CARAT Owner Trust Estate. The CARAT 2007-SN1 Certificateholders shall not have legal title to any part of the CARAT Owner Trust Estate. The CARAT 2007-SN1 Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and VII. No transfer, by operation of law or otherwise, of any right, title, and interest of the CARAT 2007-SN1 Certificateholders to and in their ownership interest in the CARAT Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the CARAT Owner Trust Estate. Section 9.2 Limitations on Rights of Others. Except for Section 9.12, the provisions of this Agreement are solely for the benefit of the CARAT Owner Trustee, the Seller, the CARAT 2007-SN1 Certificateholders, the Trust Administrator and, to the extent expressly provided herein, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the CARAT Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. Section 9.3 Derivative Actions. Any provision contained herein to the contrary notwithstanding, the right of any CARAT 2007-SN1 Certificateholder to bring a derivative action in the right of the Trust is hereby made expressly subject to the following limitations and requirements: (a) such CARAT 2007-SN1 Certificateholder must meet all requirements set forth in the Statutory Trust Act; and (b) no CARAT 2007-SN1 Certificateholder may bring a derivative action in the right of the Trust without the prior written consent of CARAT 2007-SN1 Certificateholders owning, in the aggregate, a beneficial interest in CARAT 2007-SN1 Certificates representing 50% of the percentage interest in the CARAT 2007-SN1 Certificates. Section 9.4 Notices. All demands, notices and communications upon or to the Seller, the Trust Administrator, the CARAT Indenture Trustee, the CARAT Owner Trustee or the Rating Agencies under this Agreement shall be delivered as specified in Appendix B to the Trust Sale and Administration Agreement. 27 Section 9.5 Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions and terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the CARAT 2007-SN1 Certificates or the rights of the Holders thereof. Section 9.6 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Section 9.7 Successors and Assigns. (a) All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Seller, the CARAT Owner Trustee and each CARAT 2007-SN1 Certificateholder and their respective successors and permitted assigns, all as herein provided. Any request, notice, direction, consent, waiver or other instrument or action by a CARAT 2007-SN1 Certificateholder shall bind the successors and assigns of such CARAT 2007-SN1 Certificateholder. (b) Notwithstanding anything to the contrary contained in this Agreement, this Trust Agreement may be assigned by the Seller without the consent of any other Person to a corporation or other entity that is a successor (by merger, consolidation or purchase of assets) to the Seller, or more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or GMAC, provided that such entity executes an agreement of assumption as provided as provided in Section 3.03 of the Trust Sale and Administration Agreement. Section 9.8 No Petition. The CARAT Owner Trustee by entering this Trust Agreement and each CARAT 2007-SN1 Certificateholder or CARAT 2007-SN1 Certificate Owner by accepting a CARAT 2007-SN1 Certificate (or interest therein) issued hereunder, hereby covenant and agree that they shall not (nor shall they join with or solicit another person to), prior to the day that is one year and one day after the termination of this Agreement and of each other trust heretofore formed by the Seller, acquiesce, petition or otherwise invoke or cause the Seller or the Trust to invoke in any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Trust under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Trust. Section 9.9 No Recourse. Each CARAT 2007-SN1 Certificateholder by accepting a CARAT 2007-SN1 Certificate (or any interest therein) acknowledges that such Person's CARAT 2007-SN1 Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Seller, the Trust Administrator, the CARAT Owner Trustee, the CARAT Indenture Trustee or any Affiliate thereof and no recourse, either directly or indirectly, may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the CARAT 2007-SN1 Certificates or the other CARAT Basic Documents. Except as expressly provided in the CARAT Basic Documents, none 28 of the Seller, the Trust Administrator or the CARAT Owner Trustee in their respective individual capacities, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, or shall recourse be had to any of them for the distribution of any amount with respect to the CARAT 2007-SN1 Certificates or the Trust's performance of, or omission to perform, any obligations or indemnifications contained in the CARAT 2007-SN1 Certificates, this Agreement or the other CARAT Basic Documents, it being expressly understood that such CARAT 2007-SN1 Certificateholder obligations have been made solely by the Trust. Each CARAT 2007-SN1 Certificateholder by the acceptance of a CARAT 2007-SN1 Certificate (or beneficial interest therein) agrees except as expressly provided in the CARAT Basic Documents, in the event of nonpayment of any amounts with respect to the CARAT 2007-SN1 Certificates, it shall have no claim against any of the foregoing Persons for any deficiency, loss or claim therefrom. In the event that any of the foregoing covenants of each CARAT 2007-SN1 Certificateholder and CARAT 2007-SN1 Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such CARAT 2007-SN1 Certificateholder or CARAT 2007-SN1 Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a CARAT 2007-SN1 Certificateholder or CARAT 2007-SN1 Certificate Owner is deemed to have an interest in any assets of the Seller or any Affiliate of the Seller other than the Trust ("other assets"), each CARAT 2007-SN1 Certificateholder and CARAT 2007-SN1 Certificate Owner agrees that (i) its claim against any such other assets shall be, and hereby is, subject and subordinate in all respects to the rights of other Persons to whom rights in the other assets have been expressly granted ("entitled Persons"), including to the payment in full of all amounts owing to such entitled Persons, and (ii) the covenant set forth in the preceding clause (i) constitutes a "subordination agreement" within the meaning of, and subject to, Section 510(a) of the Bankruptcy Code. Section 9.10 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 9.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 9.12 Indemnification by and Reimbursement of the Trust Administrator. The CARAT Owner Trustee acknowledges and agrees to reimburse (i) the Trust Administrator and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Trust Sale and Administration Agreement and (ii) the Seller and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale and Administration Agreement. The CARAT Owner Trustee further acknowledges and accepts the conditions and limitations with respect to the Trust Administrator's obligation to indemnify, defend and hold the CARAT Owner Trustee harmless as set forth in Section 6.01(a)(iii) of the Trust Sale and Administration Agreement. 29 Section 9.13 Effect of Amendment and Restatement. It is the intent of the parties hereto that this Trust Agreement shall as of the Series 2007-SN1 Closing Date, replace in its entirety the Original Trust Agreement; provided, however, that with respect to the period of time from May 10, 2007 through June 7, 2007, the rights and obligations of the parties shall be governed by the Original Trust Agreement; and provided, further, that the amendment and restatement of the Original Trust Agreement shall not affect any of the grants, conveyances or transfers contemplated by the Original Trust Agreement to have occurred prior to the date hereof. Section 9.14 Information to be Provided by the CARAT Owner Trustee. (a) The CARAT Owner Trustee agrees to cooperate in good faith with any reasonable request by the Seller for information regarding the CARAT Owner Trustee which is required in order to enable the Seller to comply with the provisions of Items 1117 and 1119 of Regulation AB as it relates to the CARAT Owner Trustee or to the CARAT Owner Trustee's obligations under this Agreement. (b) Except to the extent disclosed by the CARAT Owner Trustee in subsection (c) or (d) below, the CARAT Owner Trustee shall be deemed to have represented to the Seller on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Delaware or any property of Deutsche Bank Trust Company Delaware that would be material to any CARAT 2007-SN1 Noteholder or, to the extent that the CARAT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such CARAT 2007-SN1 Certificates. (c) The CARAT Owner Trustee shall, as promptly as practicable following notice to or discovery by the CARAT Owner Trustee of any changes to any information regarding the CARAT Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Seller, in writing, such updated information. (d) The CARAT Owner Trustee shall deliver to the Seller on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the CARAT Owner Trustee with respect to the immediately preceding calendar year certifying, on behalf of the CARAT Owner Trustee, that except to the extent otherwise disclosed in writing to the Seller, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against Deutsche Bank Trust Company Delaware or any property of Deutsche Bank Trust Company Delaware that would be material to any CARAT 2007-SN1 Noteholder or, to the extent that the CARAT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such CARAT 2007-SN1 Certificates. (e) The CARAT Owner Trustee shall deliver to the Seller on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the CARAT Owner Trustee with respect to the immediately preceding calendar year providing to the Seller such information regarding the CARAT Owner Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum, a description of any affiliation between the CARAT Owner Trustee and any of the following 30 parties to this securitization transaction, as such parties are identified to the CARAT Owner Trustee by the Seller in writing in advance of this securitization transaction: (i) the Seller; (ii) GMAC; (iii) the Trust; (iv) the Trust Administrator; (v) the CARAT Indenture Trustee; (vi) the Swap Counterparty; and (vii) any other material transaction party. (f) In connection with the parties listed in clauses (i) through (vii) above, the CARAT Owner Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset backed securities issued in this securitization transaction. 31 Exhibit 4.6 IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. DEUTSCHE BANK TRUST COMPANY DELAWARE, as CARAT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact CAPITAL AUTO RECEIVABLES LLC By: /s/ P.M. Surhigh ------------------------------------ Name: P.M. Surhigh Title: Vice President Acknowledged and Accepted: Deutsche Bank Trust Company Americas, as Paying Agent By: /s/ Jenna Kaufman --------------------------------- Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul --------------------------------- Name: Aranka R. Paul Title: Attorney-In-Fact CARAT 2007-SN1 Trust Agreement S-1 EXHIBIT A FORM OF CARAT 2007-SN1 CERTIFICATE NO. R- [__] [__]% SEE REVERSE FOR CERTAIN DEFINITIONS THIS CARAT 2007-SN1 CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND THE VARIOUS STATE SECURITIES LAWS. NO TRANSFER OF THIS CARAT 2007-SN1 CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS MADE IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND IS OTHERWISE IN COMPLIANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AGREEMENT. EACH PURCHASER AND TRANSFEREE OF A CARAT 2007-SN1 CERTIFICATE (OR ANY INTEREST HEREIN) SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT (AND FOR SO LONG AS IT HOLDS SUCH CERTIFICATE OR INTEREST HEREIN WILL NOT BE), AND IT IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH CERTIFICATE OR INTEREST HEREIN WILL NOT BE ACTING ON BEHALF OF), (I) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A "PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING (EACH, A "BENEFIT PLAN"). IF REQUESTED TO DO SO BY THE SELLER PURSUANT TO SECTION 3.4(f) OF THE TRUST AGREEMENT, SUCH PURCHASER OR TRANSFEREE SHALL EXECUTE AND DELIVER TO THE CARAT 2007-SN1 OWNER TRUSTEE AN UNDERTAKING LETTER IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT 2007-SN1 INDENTURE TRUSTEE AND THE SELLER. NOTWITHSTANDING ANY OTHER PROVISION OF THIS CERTIFICATE, NO SALE, TRANSFER, ASSIGNMENT OR CONVEYANCE OF A CARAT 2007-SN1 CERTIFICATE (OR ANY INTEREST THEREIN WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.7704-1(a)(2)) SHALL BE PERMITTED, AND ANY SUCH PURPORTED SALE, TRANSFER, ASSIGNMENT OR CONVEYANCE SHALL BE VOID AB INITIO AND OF NO EFFECT, UNLESS THE TRANSFEREE FIRST SHALL HAVE PROVIDED TO THE CARAT OWNER TRUSTEE, THE CARAT INDENTURE TRUSTEE AND THE TRUST ADMINISTRATOR AN OPINION A-1 OF INDEPENDENT TAX COUNSEL CONCLUDING THAT (I) THE SALE, TRANSFER, ASSIGNMENT OR CONVEYANCE WILL NOT BE EFFECTED THROUGH AN "ESTABLISHED SECURITIES MARKET" OR "SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)" WITHIN THE MEANING OF SECTION 7704(b) OF THE CODE, AND (II) AFTER SUCH SALE, TRANSFER, ASSIGNMENT OR CONVEYANCE, THERE WILL BE NO MORE THAN 50 HOLDERS OF THE CARAT 2007-SN1 CERTIFICATES. FOR PURPOSES OF MAKING THE FOREGOING DETERMINATION, EACH PERSON DIRECTLY OWNING AN INTEREST IN A CARAT 2007-SN1 CERTIFICATE SHALL BE TREATED AS A HOLDER AND EACH PERSON INDIRECTLY OWNING AN INTEREST IN A CARAT 2007-SN1 CERTIFICATE THROUGH A PARTNERSHIP (INCLUDING ANY ENTITY TREATED AS A PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES), A GRANTOR TRUST OR AN S CORPORATION (EACH SUCH ENTITY, A "FLOW-THROUGH ENTITY") SHALL BE TREATED AS A HOLDER UNLESS THE TRUST ADMINISTRATOR DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION, AFTER CONSULTING WITH QUALIFIED TAX COUNSEL EXPERIENCED IN SUCH MATTERS, THAT LESS THAN SUBSTANTIALLY ALL OF THE VALUE OF THE BENEFICIAL OWNER'S INTEREST IN THE FLOW-THROUGH ENTITY IS ATTRIBUTABLE TO THE FLOW-THROUGH ENTITY'S INTEREST (DIRECT OR INDIRECT) IN THE CARAT 2007-SN1 CERTIFICATE. IN NO EVENT SHALL THE CARAT OWNER TRUSTEE BE RESPONSIBLE FOR CALCULATING THE NUMBER OF BENEFICIAL OWNERS OF THE CARAT 2007-SN1 CERTIFICATES. A-2 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 ASSET BACKED CERTIFICATE evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes the COLT 2007-SN1 Secured Notes sold to the Trust by Capital Auto Receivables LLC (This CARAT 2007-SN1 Certificate does not represent an interest in or obligation of Capital Auto Receivables LLC, GMAC LLC or General Motors Corporation or any of their respective affiliates, except to the extent described in the CARAT Basic Documents.) THIS CERTIFIES THAT Capital Auto Receivables LLC is the registered owner of a nonassessable, fully-paid, fractional undivided interest in Capital Auto Receivables Asset Trust 2007-SN1 (the "Trust") formed by Capital Auto Receivables LLC, a Delaware limited liability company. The Trust was created pursuant to a trust agreement, dated as of May 10, 2007 (as amended and restated as of June 7, 2007 and as it may be amended from time to time, the "Trust Agreement"), between the Seller and Deutsche Bank Trust Company Delaware, as owner trustee (the "CARAT Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. This CARAT 2007-SN1 Certificate is one of the duly authorized CARAT 2007-SN1 Certificates designated as Asset Backed Certificates (the "CARAT 2007-SN1 Certificates"). This CARAT 2007-SN1 Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, the terms of which are incorporated herein by reference and made a part hereof, to which Trust Agreement the holder of this CARAT 2007-SN1 Certificate by virtue of the acceptance hereof assents and by which such holder is bound. Under the Trust Agreement, there shall be distributed on the 15th day of each month or, if such 15th day is not a Business Day, the next Business Day, commencing on June 15, 2007 (each, a "Distribution Date"), to the Person in whose name this CARAT 2007-SN1 Certificate is registered on the related Record Date (as defined below), such amount as is provided in the CARAT Basic Documents. The "Record Date," with respect to any Distribution Date, means the last day of the preceding Monthly Period. The distributions in respect of this CARAT 2007-SN1 Certificate are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Trust with respect to this CARAT 2007-SN1 Certificate shall be applied in respect of this CARAT 2007-SN1 Certificate. This CARAT 2007-SN1 Certificate (or interest therein) may not be acquired by or for the account of a Benefit Plan. By accepting and holding this CARAT 2007-SN1 Certificate (or interest therein), the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of a Benefit Plan and, if requested to do so A-3 by the Seller pursuant to Section 3.4(f) of the Trust Agreement, the CARAT 2007-SN1 Certificateholder shall execute and deliver to the CARAT Owner Trustee an undertaking letter in form and substance satisfactory to the CARAT Indenture Trustee and the Seller. The holder of this CARAT 2007-SN1 Certificate acknowledges and agrees that its rights to receive distributions in respect of this CARAT 2007-SN1 Certificate are subordinated to the rights of the CARAT 2007-SN1 Noteholders as and to the extent described in the Trust Sale and Administration Agreement until the CARAT 2007-SN1 Notes are paid in full, such CARAT 2007-SN1 Notes are retired or cancelled and all amounts owing to the Swap Counterparty have been paid. It is the intent of the Seller, the CARAT Owner Trustee and the CARAT 2007-SN1 Certificateholders that, for purposes of federal income, State and local income and franchise taxes, Michigan single business tax and any other taxes imposed upon, measured by or based upon gross or net income, the Trust shall be treated as either (A) a division of the Seller, or any other single Person, and disregarded as a separate entity, if all CARAT 2007-SN1 Certificates are owned solely by the Seller or by such single Person, or (B) a partnership if the CARAT 2007-SN1 Certificates are owned by more than one Person. Except as otherwise required by appropriate taxing authorities, the Seller and the other CARAT 2007-SN1 Certificateholders by acceptance of a CARAT 2007-SN1 Certificate agree to treat, and to take no action inconsistent with the treatment of, the CARAT 2007-SN1 Certificates for such tax purposes as interests in such a disregarded entity or partnership as described in the previous sentence. Each CARAT 2007-SN1 Certificateholder or CARAT 2007-SN1 Certificate Owner by its acceptance of a CARAT 2007-SN1 Certificate (or an interest therein) covenants and agrees that such CARAT 2007-SN1 Certificateholder or CARAT 2007-SN1 Certificate Owner shall not, prior to the date which is one year and one day after the termination of the Trust, acquiesce, petition or otherwise invoke or cause the Seller or the CARAT Owner Trustee to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Seller or the CARAT Owner Trustee under any federal or State bankruptcy, insolvency, reorganization or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the CARAT Owner Trustee or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the CARAT Owner Trustee. Except as otherwise provided in the Trust Agreement, distributions on this CARAT 2007-SN1 Certificate shall be made as provided in the Trust Agreement by the CARAT Owner Trustee by wire transfer or check mailed to the CARAT 2007-SN1 Certificateholder of record in the CARAT 2007-SN1 Certificate Register without the presentation or surrender of this CARAT 2007-SN1 Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this CARAT 2007-SN1 Certificate shall be made after due notice by the CARAT Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this CARAT 2007-SN1 Certificate at the office maintained for such purpose by the CARAT Owner Trustee in the Borough of Manhattan, The City of New York. A-4 Reference is hereby made to the further provisions of this CARAT 2007-SN1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the CARAT Owner Trustee by manual signature, this CARAT 2007-SN1 Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Trust Sale and Administration Agreement or be valid for any purpose. THIS CARAT 2007-SN1 CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. IN WITNESS WHEREOF, the CARAT Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this CARAT 2007-SN1 Certificate to be duly executed. Dated: June 7, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as CARAT Owner Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- A-5 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the CARAT 2007-SN1 Certificates referred to in the within-mentioned Trust Agreement. DEUTSCHE BANK TRUST COMPANY DELAWARE, DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but not in its individual capacity but solely as CARAT Owner Trustee solely as CARAT Owner Trustee, by Deutsche Bank Trust Company Americas, as Authenticating Agent By: By: --------------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Title: ------------------------------- --------------------------------- By: By: --------------------------------- ------------------------------------ Name: Name: ------------------------------- ---------------------------------- Title: Title: ------------------------------- --------------------------------- A-6 REVERSE OF CERTIFICATE The CARAT 2007-SN1 Certificates do not represent an obligation of, or an interest in, the Seller, the Trust Administrator, General Motors Corporation, the CARAT Indenture Trustee, the CARAT Owner Trustee or any Affiliates of any of them and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated herein or in the Trust Agreement or the other CARAT Basic Documents. In addition, this CARAT 2007-SN1 Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the CARAT 2007-SN1 Secured Notes (and certain other amounts), all as more specifically set forth herein and in the Basic Documents. A copy of each of the CARAT Basic Documents may be examined during normal business hours at the principal office of the Seller, and at such other places, if any, designated by the Seller, by any CARAT 2007-SN1 Certificateholder upon written request. In the event of any conflict between the terms of this CARAT 2007-SN1 Certificate and the terms of the CARAT Basic Documents, the terms of the CARAT Basic Documents shall govern. The Trust Agreement permits, with certain exceptions provided therein, the amendment thereof and the modification of the rights and obligations of the Seller and the rights of the CARAT 2007-SN1 Certificateholders under the Trust Agreement at any time by the Seller and the CARAT Owner Trustee with the consent of the Holders of the CARAT 2007-SN1 Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Seller or an Affiliate of the Seller holds any CARAT 2007-SN1 Certificates, the consent of CARAT 2007-SN1 Certificateholders whose CARAT 2007-SN1 Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date. Any such consent by the Holder of this CARAT 2007-SN1 Certificate shall be conclusive and binding on such Holder and on all future Holders of this CARAT 2007-SN1 Certificate and of any CARAT 2007-SN1 Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this CARAT 2007-SN1 Certificate. The Trust Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the CARAT 2007-SN1 Certificates or the CARAT 2007-SN1 Notes. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this CARAT 2007-SN1 Certificate is registerable in the Certificate Register upon surrender of this CARAT 2007-SN1 Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the CARAT Owner Trustee in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the CARAT Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new CARAT 2007-SN1 Certificates evidencing the same percentage interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is Deutsche Bank Trust Company Americas, New York, New York. The CARAT 2007-SN1 Certificates are issuable only as registered CARAT 2007-SN1 Certificates. As provided in the Trust Agreement and subject to certain limitations therein set forth, CARAT 2007-SN1 Certificates are exchangeable for new CARAT 2007-SN1 A-7 Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the CARAT Owner Trustee or the CARAT 2007-SN1 Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith. The CARAT Owner Trustee, the CARAT 2007-SN1 Certificate Registrar and any agent of the CARAT Owner Trustee or the CARAT 2007-SN1 Certificate Registrar may treat the Person in whose name this CARAT 2007-SN1 Certificate is registered as the owner hereof for all purposes, and none of the CARAT Owner Trustee, the CARAT 2007-SN1 Certificate Registrar or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust Agreement and the Trust created thereby shall terminate in accordance with Article VII of the Trust Agreement. A-8 ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ________________________________________________________________________________ (Please print or type name and address, including postal zip code, of assignee) ________________________________________________________________________________ the within CARAT 2007-SN1 Certificate, and all rights thereunder, hereby irrevocably constituting and appointing _____________________________________________________ Attorney to transfer said CARAT 2007-SN1 Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: ------------- ---------------------------------------* Signature Guaranteed: ---------------------------------------* * NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within CARAT 2007-SN1 Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-9 EXHIBIT B CARAT 2007-SN1 CERTIFICATE OF CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 THIS CARAT 2007-SN1 Certificate of Capital Auto Receivables Asset Trust 2007-SN1 (the "Trust") is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the "Act"). 1. Name. The name of the statutory trust formed hereby is Capital Auto Receivables Asset Trust 2007-SN1. 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware are Deutsche Bank Trust Company Delaware, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805-1266. 3. This CARAT 2007-SN1 Certificate of Trust shall be effective upon filing. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act. DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- B-1 EX-4.7 4 k15931exv4w7.txt CARAT INDENTURE EXHIBIT 4.7 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 CLASS A-1A 5.366% ASSET BACKED NOTES CLASS A-1B FLOATING RATE ASSET BACKED NOTES CLASS A-2A 5.40% ASSET BACKED NOTES CLASS A-2B FLOATING RATE ASSET BACKED NOTES CLASS A-3A 5.38% ASSET BACKED NOTES CLASS A-3B FLOATING RATE ASSET BACKED NOTES CLASS A-4 FLOATING RATE ASSET BACKED NOTES CLASS B 5.52% ASSET BACKED NOTES CLASS C 5.73% ASSET BACKED NOTES CLASS D 6.05% ASSET BACKED NOTES ---------- CARAT INDENTURE DATED AS OF JUNE 7, 2007 ---------- THE BANK OF NEW YORK TRUST COMPANY, N.A. CARAT INDENTURE TRUSTEE ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION....................... 2 Section 1.1 Incorporation by Reference of Trust Indenture Act....... 2 ARTICLE II THE CARAT 2007-SN1 NOTES.................................... 2 Section 2.1 Form.................................................... 2 Section 2.2 Execution, Authentication and Delivery.................. 3 Section 2.3 Temporary Notes......................................... 4 Section 2.4 Registration; Registration of Transfer and Exchange of CARAT 2007-SN1 Notes.................................... 5 Section 2.5 Mutilated, Destroyed, Lost or Stolen CARAT 2007-SN1 Notes................................................... 6 Section 2.6 Persons Deemed CARAT 2007-SN1 Noteholders............... 7 Section 2.7 Payment of Principal and Interest....................... 7 Section 2.8 Cancellation of CARAT 2007-SN1 Notes.................... 10 Section 2.9 Release of Collateral................................... 10 Section 2.10 Book-Entry Notes........................................ 10 Section 2.11 Notices to Clearing Agency.............................. 11 Section 2.12 Definitive Notes........................................ 11 Section 2.13 Seller as CARAT 2007-SN1 Noteholder..................... 11 Section 2.14 Tax Treatment........................................... 12 Section 2.15 Special Terms Applicable to Class A-1 Notes; Transfer of Beneficial Interest in Class A-1 Notes.................. 12 ARTICLE III COVENANTS................................................... 14 Section 3.1 Payment of Principal and Interest and Other Amounts..... 14 Section 3.2 Maintenance of Agency Office............................ 14 Section 3.3 Money for Payments To Be Held in Trust.................. 14 Section 3.4 Existence............................................... 16 Section 3.5 Protection of CARAT Trust Estate; Acknowledgment of Pledge.................................................. 16 Section 3.6 Opinions as to CARAT Trust Estate....................... 17 Section 3.7 Performance of Obligations; Administration of COLT 2007-SN1 Secured Notes.................................. 17 Section 3.8 Negative Covenants...................................... 18 Section 3.9 Annual Statement as to Compliance....................... 19 Section 3.10 Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets............................................ 19

i Section 3.11 Successor or Transferee................................. 21 Section 3.12 No Other Business....................................... 22 Section 3.13 No Borrowing............................................ 22 Section 3.14 Guarantees, Loans, Advances and Other Liabilities....... 22 Section 3.15 Trust Administrator's Obligations....................... 22 Section 3.16 Capital Expenditures.................................... 22 Section 3.17 Restricted Payments..................................... 22 Section 3.18 Notice of Events of Default............................. 23 Section 3.19 Further Instruments and Acts............................ 23 Section 3.20 CARAT Indenture Trustee's Assignment of Administrative Secured Notes and Warranty Secured Notes................ 23 Section 3.21 Representations and Warranties by the Issuer to the CARAT Indenture Trustee................................. 23 ARTICLE IV SATISFACTION AND DISCHARGE.................................. 24 Section 4.1 Satisfaction and Discharge of CARAT Indenture........... 24 Section 4.2 Application of Trust Money.............................. 25 Section 4.3 Repayment of Monies Held by Paying Agent................ 25 Section 4.4 Duration of Position of CARAT Indenture Trustee......... 25 ARTICLE V DEFAULT AND REMEDIES........................................ 26 Section 5.1 Events of Default....................................... 26 Section 5.2 Acceleration of Maturity; Rescission and Annulment...... 27 Section 5.3 Collection of Indebtedness and Suits for Enforcement by CARAT Indenture Trustee................................. 28 Section 5.4 Remedies; Priorities.................................... 30 Section 5.5 Optional Preservation of the CARAT Trust Estate......... 31 Section 5.6 Limitation of Suits..................................... 32 Section 5.7 Unconditional Rights of CARAT 2007-SN1 Noteholders To Receive Principal and Interest.......................... 32 Section 5.8 Restoration of Rights and Remedies...................... 33 Section 5.9 Rights and Remedies Cumulative.......................... 33 Section 5.10 Delay or Omission Not a Waiver.......................... 33 Section 5.11 Control by CARAT 2007-SN1 Noteholders................... 33 Section 5.12 Waiver of Past Defaults................................. 34 Section 5.13 Undertaking for Costs................................... 34

CARAT 2007-SN1 Indenture ii Section 5.14 Waiver of Stay or Extension Laws........................ 35 Section 5.15 Action on CARAT 2007-SN1 Notes.......................... 35 Section 5.16 Performance and Enforcement of Certain Obligations...... 35 ARTICLE VI THE CARAT INDENTURE TRUSTEE................................. 36 Section 6.1 Duties of CARAT Indenture Trustee....................... 36 Section 6.2 Rights of CARAT Indenture Trustee....................... 37 Section 6.3 CARAT Indenture Trustee May Own CARAT 2007-SN1 Notes.... 38 Section 6.4 CARAT Indenture Trustee's Disclaimer.................... 39 Section 6.5 Notice of Default....................................... 39 Section 6.6 Reports by CARAT Indenture Trustee...................... 39 Section 6.7 Compensation; Indemnity................................. 40 Section 6.8 Replacement of CARAT Indenture Trustee.................. 40 Section 6.9 Merger or Consolidation of CARAT Indenture Trustee...... 41 Section 6.10 Appointment of Co-CARAT Indenture Trustee or Separate CARAT Indenture Trustee................................. 42 Section 6.11 Eligibility; Disqualification........................... 43 Section 6.12 Preferential Collection of Claims Against Issuer........ 43 Section 6.13 Representations and Warranties of CARAT Indenture Trustee................................................. 43 Section 6.14 CARAT Indenture Trustee May Enforce Claims Without Possession of CARAT 2007-SN1 Notes...................... 44 Section 6.15 Suit for Enforcement.................................... 44 Section 6.16 Rights of CARAT 2007-SN1 Noteholders to Direct CARAT Indenture Trustee....................................... 45 Section 6.17 Notification of CARAT 2007-SN1 Noteholders Regarding Certain COLT Events; Waivers of Past Defaults; Amendments and Other Actions............................ 45 ARTICLE VII CARAT NOTEHOLDERS' LISTS AND REPORTS........................ 46 Section 7.1 Issuer To Furnish CARAT Indenture Trustee Names and Addresses of CARAT 2007-SN1 Noteholders................. 46 Section 7.2 Preservation of Information, Communications to CARAT 2007-SN1 Noteholders.................................... 46 Section 7.3 Reports by Issuer....................................... 46 Section 7.4 Reports by CARAT Indenture Trustee...................... 47 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES........................ 47

iii Section 8.1 Collection of Money..................................... 47 Section 8.2 Designated Accounts; Payments........................... 47 Section 8.3 General Provisions Regarding Accounts................... 49 Section 8.4 Release of CARAT Trust Estate........................... 50 Section 8.5 Opinion of Counsel...................................... 51 ARTICLE IX SUPPLEMENTAL INDENTURES..................................... 51 Section 9.1 Supplemental Indentures Without Consent of CARAT 2007-SN1 Noteholders.................................... 51 Section 9.2 Supplemental Indentures With Consent of CARAT 2007-SN1 Noteholders............................................. 52 Section 9.3 Execution of Supplemental Indentures.................... 54 Section 9.4 Effect of Supplemental Indenture........................ 54 Section 9.5 Conformity with Trust Indenture Act..................... 54 Section 9.6 Reference in CARAT 2007-SN1 Notes to Supplemental Indentures.............................................. 54 ARTICLE X REDEMPTION OF CARAT NOTES................................... 55 Section 10.1 Redemption.............................................. 55 Section 10.2 Form of Redemption Notice............................... 55 Section 10.3 CARAT 2007-SN1 Notes Payable on Redemption Date......... 55 ARTICLE XI MISCELLANEOUS............................................... 56 Section 11.1 Compliance Certificates and Opinions, etc............... 56 Section 11.2 Form of Documents Delivered to CARAT Indenture Trustee.. 57 Section 11.3 Acts of CARAT 2007-SN1 Noteholders...................... 58 Section 11.4 Notices, etc., to CARAT Indenture Trustee, Issuer and Rating Agencies......................................... 59 Section 11.5 Notices to CARAT 2007-SN1 Noteholders; Waiver........... 59 Section 11.6 Alternate Payment and Notice Provisions................. 60 Section 11.7 Conflict with Trust Indenture Act....................... 60 Section 11.8 Effect of Headings and Table of Contents................ 60 Section 11.9 Successors and Assigns.................................. 60 Section 11.10 Severability............................................ 61 Section 11.11 Benefits of CARAT Indenture............................. 61 Section 11.12 Legal Holidays.......................................... 61 Section 11.13 GOVERNING LAW........................................... 61

iv Section 11.14 Counterparts............................................ 61 Section 11.15 Recording of CARAT Indenture............................ 62 Section 11.16 No Recourse............................................. 62 Section 11.17 No Petition............................................. 62 Section 11.18 Inspection.............................................. 63 Section 11.19 Indemnification by and Reimbursement of the Trust Administrator........................................... 63

v Exhibits Exhibit A Location of Schedule of COLT 2007-SN1 Secured Notes....... A-1 Exhibit B Form of Note Depository Agreement for the Offered Notes... B-1 Exhibit C-1 Form of [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Fixed Rate Asset Backed Note.......... C-1 Exhibit C-2 Form of [Class A-2b] [Class A-3b] [Class A-4] Floating Rate Asset Backed Note.................................... C-2 Exhibit C-3 Form of Rule 144A Global [Class A-1a] [Class A-1b] Notes..................................................... C-3-A Exhibit C-4 Form of Temporary Regulation S Global [Class A-1a] [Class A-1b] Notes........................................ C-4-A Exhibit C-5 Form of Permanent Regulation S Global [Class A-1a] [Class A-1b] Notes........................................ C-5-A Exhibit D-1 Form of Transferor Certificate for Transfers of the Rule 144A Global [Class A-1a] [Class A-1b] Notes............... D-1 Exhibit D-2 Form of Transferee Certificate for Transfers of the Rule 144A Global [Class A-1a] [Class A-1b] Notes............... D-2 Exhibit D-3 Form of Regulation S Transfer Certificate................. D-3 Exhibit D-4 Form of Rule 144A Transfer Certificate.................... D-4 Exhibit D-5 Form of Clearing System Certificate....................... D-5 Exhibit E Rule 144A Certificate..................................... E-1 Exhibit F Form of Certification..................................... F-1

vi THIS CARAT INDENTURE, dated as of June 7, 2007, is between CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a Delaware statutory trust (the "Issuer"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., as indenture trustee and not in its individual capacity (the "CARAT Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Secured Parties and the Holders of the CARAT 2007-SN1 Certificates (only to the extent expressly provided herein): GRANTING CLAUSE The Issuer hereby Grants to the CARAT Indenture Trustee at the Series 2007-SN1 Closing Date, as trustee for the ratable benefit of the Secured Parties (only to the extent expressly provided herein), (a) all right, title and interest of the Issuer in, to and under the COLT 2007-SN1 Secured Notes (which COLT 2007-SN1 Secured Notes have been issued pursuant to the COLT Indenture and executed by COLT and authenticated by the COLT Indenture Trustee pursuant to the COLT Indenture) and all monies due thereunder on and after the Series 2007-SN1 Closing Date; (b) all right, title and interest of the Issuer in, to and under the CARAT Basic Documents (including the right of the Issuer to cause CARI to repurchase COLT 2007-SN1 Secured Notes under certain circumstances) and the rights of the Issuer under the VAULT Security Agreement; and (c) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the Secured Obligations, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this CARAT Indenture, all as provided in this CARAT Indenture. This CARAT Indenture constitutes a security agreement under the UCC. The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of the Issuer under any agreement or instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the COLT 2007-SN1 Secured Notes included in the Collateral and all other monies payable under the Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuer or otherwise and generally to do and receive anything that the Issuer is or may be entitled to do or receive under or with respect to the Collateral. The CARAT Indenture Trustee, as indenture trustee on behalf of the Secured Parties and (only to the extent expressly provided herein) the CARAT 2007-SN1 Certificateholders, acknowledges such Grant and accepts the trusts under this CARAT Indenture in accordance with the provisions of this CARAT Indenture. ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Certain capitalized terms used in this CARAT Indenture shall have the respective meanings assigned them in Part I of Appendix A to the Trust Sale and Administration Agreement, dated as of the date hereof (as amended from time to time, the "Trust Sale and Administration Agreement"), between the Issuer, CARI and GMAC LLC ("GMAC"). All references in this CARAT Indenture to Articles, Sections, subsections and exhibits are to the same contained in or attached to this CARAT Indenture unless otherwise specified. All terms defined in this CARAT Indenture shall have the defined meanings when used in any certificate, notice, CARAT 2007-SN1 Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this CARAT Indenture. Section 1.1 Incorporation by Reference of Trust Indenture Act. Whenever this CARAT Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this CARAT Indenture. The following TIA terms used in this CARAT Indenture have the following meanings: "Commission" means the Securities and Exchange Commission. "indenture securities" means the CARAT 2007-SN1 Notes. "indenture security holder" means a CARAT 2007-SN1 Noteholder. "indenture to be qualified" means this CARAT Indenture. "indenture trustee" means the CARAT Indenture Trustee. "obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities. All other TIA terms used in this CARAT Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions. ARTICLE II THE CARAT 2007-SN1 NOTES Section 2.1 Form. (a) Each of the Class A-2a Notes, the Class A-3a Notes, the Class B Notes, the Class C Notes and the Class D Notes, together, in each case, with the CARAT Indenture Trustee's certificate of authentication, shall be substantially in the form set forth in Exhibit C-1, each of the Class A-2b Notes, the Class A-3b Notes and the Class A-4 Notes, together, in each 2 case, with the CARAT Indenture Trustee's certificate of authentication shall be substantially in the form set forth in Exhibit C-2, the Rule 144A Global Class A-1 Notes, with the CARAT Indenture Trustee's certificate of authentication, shall be substantially in the form set forth in Exhibit C-3, the Temporary Regulation S Global Class A-1 Note, together with the CARAT Indenture Trustee's certificate of authentication, shall be substantially in the form set forth in Exhibit C-4, and the Permanent Regulation S Global Class A-1 Note, together with the CARAT Indenture Trustee's certificate of authentication, shall be substantially in the form set forth in Exhibit C-5, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this CARAT Indenture, and each such CARAT 2007-SN1 Note may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the Authorized Officers executing such CARAT 2007-SN1 Notes, as evidenced by their execution of the CARAT 2007-SN1 Notes. Any portion of the text of any CARAT 2007-SN1 Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the CARAT 2007-SN1 Note. (b) The Class A-1 Notes shall be offered (i) to U.S. Persons sold in reliance on the exemption from registration under Rule 144A under the Securities Act (the "Rule 144A Global Class _A-1 Note") and (ii) to non-U.S. persons in reliance on Regulation S under the Securities Act (initially, the "Temporary Regulation S Global Class A-1 Note"). After the expiration of the 40-day restricted period specified in Regulation S (the "Exchange Date"), beneficial interests in the Temporary Regulation S Global Note shall be exchangeable for interests in a corresponding permanent Global certificate (the "Permanent Regulation S Global Class A-1 Note") upon certification of non-U.S. ownership. (c) The CARAT 2007-SN1 Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such CARAT 2007-SN1 Notes, as evidenced by their execution of such CARAT 2007-SN1 Notes. (d) The terms of each class of CARAT 2007-SN1 Notes as provided for in Exhibits C-1 through C-5 hereto are part of the terms of this CARAT Indenture. Section 2.2 Execution, Authentication and Delivery. (a) Each CARAT 2007-SN1 Note shall be dated the date of its authentication and shall be issuable as a registered CARAT 2007-SN1 Note in the minimum denomination of $1,000 and in integral multiples thereof (except, if applicable, for one CARAT 2007-SN1 Note representing a residual portion of each class which may be issued in a different denomination). (b) The CARAT 2007-SN1 Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the CARAT 2007-SN1 Notes may be manual or facsimile. (c) CARAT 2007-SN1 Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such office prior to the 3 authentication and delivery of such CARAT 2007-SN1 Notes or did not hold such office at the date of such CARAT 2007-SN1 Notes. (d) The CARAT Indenture Trustee, in exchange for the Grant of the COLT 2007-SN1 Secured Notes and the other Collateral, simultaneously with the Grant to the CARAT Indenture Trustee of the COLT 2007-SN1 Secured Notes, and the constructive delivery to the CARAT Indenture Trustee of the COLT 2007-SN1 Secured Notes and the other Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuer, CARAT 2007-SN1 Notes for original issue in aggregate principal amount of $2,306,257,000 in the following classes: (i) Class A-1a Notes in the aggregate principal amount of $315,000,000, (ii) Class A-1b Notes in the aggregate principal amount of $100,000,000, (iii) Class A-2a Notes in the aggregate principal amount of $175,000,000, (iv) Class A-2b Notes in the aggregate principal amount of $480,000,000, (v) Class A-3a Notes in the aggregate principal amount of $140,000,000, (vi) Class A-3b Notes in the aggregate principal amount of $520,000,000, (vii) Class A-4 Notes in the aggregate principal amount of $405,007,000, (viii) Class B Notes in the aggregate principal amount of $56,250,000, (ix) Class C Notes in the aggregate principal amount of $55,000,000, and (x) Class D Notes in the aggregate principal amount of $60,000,000. (e) No CARAT 2007-SN1 Notes shall be entitled to any benefit under this CARAT Indenture or be valid or obligatory for any purpose, unless there appears on such CARAT 2007-SN1 Note a certificate of authentication substantially in the form set forth in Exhibit C-1, Exhibit C-2, Exhibit C-3, Exhibit C-4, or Exhibit C-5 applicable, executed by the CARAT Indenture Trustee by the manual signature of one of its Authorized Officers, and such certificate upon any CARAT 2007-SN1 Note shall be conclusive evidence, and the only evidence, that such CARAT 2007-SN1 Note has been duly authenticated and delivered hereunder. Section 2.3 Temporary Notes. (a) Pending the preparation of Definitive Notes, if any, the Issuer may execute, and upon receipt of an Issuer Order the CARAT Indenture Trustee shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations as are consistent with the terms of this CARAT Indenture as the Authorized Officers executing such Notes may determine, as evidenced by their execution of such CARAT 2007-SN1 Notes. (b) If Temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the Agency Office of the Issuer to be maintained as provided in Section 3.2, without charge to the CARAT 2007-SN1 Noteholder. Upon surrender for cancellation of any one or more Temporary Notes, the Issuer shall execute and the CARAT Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this CARAT Indenture as Definitive Notes. 4 Section 2.4 Registration; Registration of Transfer and Exchange of CARAT 2007-SN1 Notes. (a) The Issuer shall cause to be kept the Note Register, comprising separate registers for each class of CARAT 2007-SN1 Notes, in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of the CARAT 2007-SN1 Notes and the registration of transfers and exchanges of the CARAT 2007-SN1 Notes. The CARAT Indenture Trustee shall initially be the Note Registrar for the purpose of registering the CARAT 2007-SN1 Notes and transfers of the CARAT 2007-SN1 Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar. (b) If a Person other than the CARAT Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the CARAT Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The CARAT Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The CARAT Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the CARAT 2007-SN1 Noteholders and the principal amounts and number of such CARAT 2007-SN1 Notes. (c) Upon surrender for registration of transfer of any CARAT 2007-SN1 Note at the Corporate Trust Office of the CARAT Indenture Trustee or the Agency Office of the Issuer (and following the delivery, in the former case, of such CARAT 2007-SN1 Notes to the Issuer by the CARAT Indenture Trustee), the Issuer shall execute, the CARAT Indenture Trustee shall authenticate and the CARAT 2007-SN1 Noteholder shall obtain from the CARAT Indenture Trustee, in the name of the designated transferee or transferees, one or more new CARAT 2007-SN1 Notes in any authorized denominations, of a like aggregate principal amount. (d) At the option of a CARAT 2007-SN1 Noteholder, CARAT 2007-SN1 Notes may be exchanged for other CARAT 2007-SN1 Notes of the same class in any authorized denominations, of a like aggregate principal amount, upon surrender of such CARAT 2007-SN1 Notes to be exchanged at the Corporate Trust Office of the CARAT Indenture Trustee or the Agency Office of the Issuer (and following the delivery, in the former case, of such CARAT 2007-SN1 Notes to the Issuer by the CARAT Indenture Trustee), the Issuer shall execute, and the CARAT Indenture Trustee shall authenticate and the CARAT 2007-SN1 Noteholder shall obtain from the CARAT Indenture Trustee, such CARAT 2007-SN1 Notes which the CARAT 2007-SN1 Noteholder making the exchange is entitled to receive. (e) All CARAT 2007-SN1 Notes issued upon any registration of transfer or exchange of other CARAT 2007-SN1 Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this CARAT Indenture, as the CARAT 2007-SN1 Notes surrendered upon such registration of transfer or exchange. (f) Every CARAT 2007-SN1 Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of 5 transfer in form satisfactory to the CARAT Indenture Trustee and the Note Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office of the CARAT Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the CARAT Indenture Trustee may require. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of CARAT 2007-SN1 Notes, but the Issuer or CARAT Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of CARAT 2007-SN1 Notes, other than exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer. (h) By acquiring a CARAT 2007-SN1 Note or any interest therein, each purchaser and transferee shall be deemed to represent and warrant that either (a) it is not acquiring the CARAT 2007-SN1 Note with the plan assets of a Benefit Plan or other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (b) the acquisition and holding of the CARAT 2007-SN1 Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law. (i) The preceding provisions of this Section 2.4 notwithstanding, the Issuer shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of CARAT 2007-SN1 Notes: (i) that have been selected for redemption pursuant to Article X, if applicable; (ii) that are due for repayment within 15 days of submission to the Corporate Trust Office or the Agency Office; or (iii) with respect to any Class A-1 Notes if Section 2.15 has not been complied with in connection with such transfer. Section 2.5 Mutilated, Destroyed, Lost or Stolen CARAT 2007-SN1 Notes. (a) If (i) any mutilated CARAT 2007-SN1 Note is surrendered to the CARAT Indenture Trustee, or the CARAT Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any CARAT 2007-SN1 Note, and (ii) there is delivered to the CARAT Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the CARAT Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the CARAT Indenture Trustee that such CARAT 2007-SN1 Note has been acquired by a Protected Purchaser, the Issuer shall execute and upon the Issuer's request the CARAT Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen CARAT 2007-SN1 Note, a replacement CARAT 2007-SN1 Note of a like class and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen CARAT 2007-SN1 Note, but not a mutilated CARAT 2007-SN1 Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement CARAT 2007-SN1 Note, the Issuer may make payment to the Holder of such destroyed, lost or stolen CARAT 2007-SN1 Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. 6 (b) If, after the delivery of a replacement CARAT 2007-SN1 Note or payment in respect of a destroyed, lost or stolen CARAT 2007-SN1 Note pursuant to Section 2.5(a), a Protected Purchaser of the original CARAT 2007-SN1 Note in lieu of which such replacement CARAT 2007-SN1 Note was issued presents for payment such original CARAT 2007-SN1 Note, the Issuer and the CARAT Indenture Trustee shall be entitled to recover such replacement CARAT 2007-SN1 Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement CARAT 2007-SN1 Note from the Person to whom such replacement CARAT 2007-SN1 Note was delivered; or (iii) any assignee of such Person, except a Protected Purchaser, and the Issuer and the CARAT Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the CARAT Indenture Trustee in connection therewith. (c) In connection with the issuance of any replacement CARAT 2007-SN1 Note under this Section 2.5, the Issuer may require the payment by the Holder of such CARAT 2007-SN1 Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the CARAT Indenture Trustee) connected therewith. (d) Any duplicate CARAT 2007-SN1 Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen CARAT 2007-SN1 Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen CARAT 2007-SN1 Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this CARAT Indenture equally and proportionately with any and all other CARAT 2007-SN1 Notes duly issued hereunder. (e) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen CARAT 2007-SN1 Notes. Section 2.6 Persons Deemed CARAT 2007-SN1 Noteholders. Prior to due presentment for registration of transfer of any CARAT 2007-SN1 Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name any CARAT 2007-SN1 Note is registered (as of the day of determination) as the CARAT 2007-SN1 Noteholder for the purpose of receiving payments of principal of and interest on such CARAT 2007-SN1 Note and for all other purposes whatsoever, whether or not such CARAT 2007-SN1 Note be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any agent of the Issuer or the CARAT Indenture Trustee shall be affected by notice to the contrary. Section 2.7 Payment of Principal and Interest. (a) Interest on each class of CARAT 2007-SN1 Notes shall accrue in the manner set forth in Exhibit C-1 through Exhibit C-4, as applicable for such class, at the applicable Interest Rate for such class and will be due and payable on each Distribution Date in accordance with the priorities set forth in Section 8.2(c). Any instalment of interest payable on any CARAT 2007-SN1 Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuer into the Note Distribution Account on the applicable Distribution Date 7 and shall be paid to the Person in whose name such CARAT 2007-SN1 Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date; provided, however, that, unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to CARAT 2007-SN1 Notes registered on the applicable Record Date in the name of the Note Depository (initially, Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository; provided, further, that with respect to any Class A-1 Notes, upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder. (b) Prior to the occurrence of a CARAT Event of Default and a declaration in accordance with Section 5.2(a) that the CARAT 2007-SN1 Notes have become immediately due and payable, the principal of each class of CARAT 2007-SN1 Notes shall be payable in full on the Final Scheduled Distribution Date for such class and, to the extent of funds available therefor, in instalments on the Distribution Dates (if any) preceding the Final Scheduled Distribution Date for such class, in the amounts and in accordance with the priorities set forth in Section 8.2(c)(ii) or (iii), as applicable. All principal payments on each class of CARAT 2007-SN1 Notes on any Distribution Date shall be made pro rata to the CARAT 2007-SN1 Noteholders of such class entitled thereto. Any instalment of principal payable on any CARAT 2007-SN1 Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuer into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such CARAT 2007-SN1 Note (or one or more Predecessor CARAT 2007-SN1 Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date; provided, however, that, (A) unless and until Definitive Notes have been issued pursuant to Section 2.12, with respect to CARAT 2007-SN1 Notes registered on the Record Date in the name of the Note Depository, payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository and (B) with respect to any Class A-1 Notes, upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder or, if no prior written wire transfer instructions have been given to the CARAT Indenture Trustee by such Person, by check mailed to such Person's address as it appears on the Note Register, except for, in each case: (i) the final instalment of principal on any CARAT 2007-SN1 Note and (ii) the Redemption Price for the CARAT 2007-SN1 Notes redeemed pursuant to Section 10.1, which, in each case, shall be payable as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3. (c) From and after the occurrence of a CARAT Event of Default and a declaration in accordance with Section 5.2(a) that the CARAT 2007-SN1 Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), on each Distribution Date all interest and principal payments shall be allocated in the following order of priority: (i) first, for payment of interest pro rata on the Class A Notes, the Aggregate Class A Interest Distributable Amount; 8 (ii) second, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date with respect to the Class A Notes) for payment of principal pro rata on the Class A Notes; (iii) third, for payment of interest pro rata on the Class B Notes, the Aggregate Class B Interest Distributable Amount; (iv) fourth, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date with respect to the Class B Notes) for payment of principal pro rata on the Class B Notes; (v) fifth, for payment of interest pro rata on the Class C Notes, the Aggregate Class C Interest Distributable Amount; (vi) sixth, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date with respect to the Class C Notes) for payment of principal pro rata on the Class C Notes; (vii) seventh, for payment of interest pro rata on the Class D Notes, the Aggregate Class D Interest Distributable Amount; and (viii) eighth, an amount equal to the Note Principal Balance of the Class D Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date with respect to the Class D Notes) for payment of principal pro rata on the Class D Notes. (d) With respect to any Distribution Date on which the final instalment of principal and interest on a class of CARAT 2007-SN1 Notes is to be paid, the CARAT Indenture Trustee on behalf of the Issuer shall notify each CARAT 2007-SN1 Noteholder of record of such class as of the Record Date for such Distribution Date of the fact that the final instalment of principal of and interest on such CARAT 2007-SN1 Note is to be paid on such Distribution Date. With respect to any such class of CARAT 2007-SN1 Notes (other than in the case of redemption pursuant to Section 10.2), such notice shall be sent (i) on such Record Date by facsimile, if Book Entry Notes are outstanding; or (ii) not later than three Business Days after such Record Date in accordance with Section 11.5(a) if Definitive Notes are outstanding, and shall specify that such final instalment shall be payable only upon presentation and surrender of such CARAT 2007-SN1 Note and shall specify the place where such CARAT 2007-SN1 Note may be presented and surrendered for payment of such instalment and the manner in which such payment shall be made. Notices in connection with redemptions of CARAT 2007-SN1 Notes shall be mailed to CARAT 2007-SN1 Noteholders as provided in Section 10.2. Within 60 days of the surrender 9 pursuant to this Section 2.7(d) or cancellation pursuant to Section 2.8 of all of the CARAT 2007-SN1 Notes of a particular class, the CARAT Indenture Trustee, if requested, shall provide each of the Rating Agencies with written notice stating that all CARAT 2007-SN1 Notes of such class have been surrendered or canceled. Section 2.8 Cancellation of CARAT 2007-SN1 Notes. All CARAT 2007-SN1 Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the CARAT Indenture Trustee, be delivered to the CARAT Indenture Trustee and shall be promptly canceled by the CARAT Indenture Trustee. The Issuer may at any time deliver to the CARAT Indenture Trustee for cancellation any CARAT 2007-SN1 Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all CARAT 2007-SN1 Notes so delivered shall be promptly canceled by the CARAT Indenture Trustee. No CARAT 2007-SN1 Notes shall be authenticated in lieu of or in exchange for any CARAT 2007-SN1 Notes canceled as provided in this Section 2.8, except as expressly permitted by this CARAT Indenture. All canceled CARAT 2007-SN1 Notes may be held or disposed of by the CARAT Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, however, that such Issuer Order is timely and the CARAT 2007-SN1 Notes have not been previously disposed of by the CARAT Indenture Trustee. The CARAT Indenture Trustee shall certify to the Issuer upon request that surrendered CARAT 2007-SN1 Notes have been duly canceled and retained or destroyed, as the case may be. Section 2.9 Release of Collateral. The CARAT Indenture Trustee shall release property from the Lien of this CARAT Indenture other than as permitted by Sections 3.20, 8.2, 8.4 and 11.1, only upon receipt of an Issuer Request accompanied by an Officer's Certificate and an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1). Section 2.10 Book-Entry Notes. The CARAT 2007-SN1 Notes, upon original issuance, shall be issued in the form of a typewritten CARAT 2007-SN1 Note or CARAT 2007-SN1 Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, or its custodian, by or on behalf of the Issuer. Such CARAT 2007-SN1 Note or CARAT 2007-SN1 Notes shall be registered on the Note Register in the name of the Note Depository, and no Note Owner shall receive a Definitive Note representing such Note Owner's interest in such CARAT 2007-SN1 Note, except as provided in Section 2.12. Unless and until the Definitive Notes have been issued to Note Owners pursuant to Section 2.12: (a) the provisions of this Section 2.10 shall be in full force and effect; (b) the Note Registrar and the CARAT Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this CARAT Indenture (including the payment of principal of and interest on such CARAT 2007-SN1 Notes and the giving of instructions or directions hereunder) as the sole Holder of such CARAT 2007-SN1 Notes and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this CARAT Indenture, the provisions of this Section 2.10 shall control; 10 (d) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such CARAT 2007-SN1 Note Owners and the Clearing Agency and/or the Clearing Agency Participants; unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such CARAT 2007-SN1 Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and (e) whenever this CARAT Indenture requires or permits actions to be taken based upon instructions or directions of Holders of CARAT 2007-SN1 Notes evidencing a specified percentage of the Outstanding Amount of the Controlling Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that (i) it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the CARAT 2007-SN1 Notes; or (ii) the CARAT Indenture Trustee has received such direction from the Note Owners directly. Section 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the CARAT 2007-SN1 Noteholders is required under this CARAT Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12, the CARAT Indenture Trustee shall give all such notices and communications specified herein to be given to CARAT 2007-SN1 Noteholders to the Clearing Agency and shall have no other obligation to the Note Owners. Section 2.12 Definitive Notes. If (i) the Trust Administrator advises the CARAT Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Issuer is unable to locate a qualified successor; (ii) the Trust Administrator, at its option, advises the CARAT Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of a CARAT Event of Default or a Trust Administrator Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the CARAT Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the CARAT Indenture Trustee of the typewritten CARAT 2007-SN1 Note or CARAT 2007-SN1 Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the CARAT Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the CARAT Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the CARAT Indenture Trustee shall recognize the Holders of the Definitive Notes as CARAT 2007-SN1 Noteholders. Section 2.13 Seller as CARAT 2007-SN1 Noteholder. The Seller in its individual or any other capacity may become the owner or pledgee of CARAT 2007-SN1 Notes of any class 11 and may otherwise deal with the Issuer or its affiliates with the same rights it would have if it were not the Seller. Section 2.14 Tax Treatment. The Seller and the CARAT Indenture Trustee, by entering into this CARAT Indenture, and the CARAT 2007-SN1 Noteholders, by acquiring any CARAT 2007-SN1 Note or interest therein, (i) express their intention that the CARAT 2007-SN1 Notes qualify under applicable tax law as indebtedness secured by the Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the CARAT 2007-SN1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, State and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. Section 2.15 Special Terms Applicable to Class A-1 Notes; Transfer of Beneficial Interest in Class A-1 Notes. (a) None of the Class A-1 Notes have been or will be registered under the Securities Act or the securities laws of any other jurisdiction. Consequently, the Class A-1 Notes are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein. The Class A-1 Notes or any interest therein are being sold in one or more private placements on the date hereof. (b) Thereafter, no further sale, pledge or other transfer of any Class A-1 Note (or interest therein) may be made by any Person unless either (A) such sale, pledge or other transfer is made to a "qualified institutional buyer" as defined under Rule 144A under the Securities Act that delivers any necessary certifications pursuant to Section 2.15(d) or (e) and that (1) is a "qualified institutional buyer" as defined under Rule 144A under the Securities Act, acting for its own account or the accounts of other "qualified institutional buyers" as defined under Rule 144A under the Securities Act, and (2) it is aware that the transferor of such Class A-1 Notes intends to rely on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act, (B) such sale, pledge or other transfer occurs outside of the United States to a non-U.S. Person in accordance with Rule 903 or Rule 904 of Regulation S of the Securities Act and that Person delivers any necessary certifications pursuant to Section 2.15(d) or (e), or (C) if the Class A-1 Notes are no longer eligible for resale pursuant to Rule 144A or Regulation S of the Securities Act, such sale, pledge or other transfer is made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case (1) the CARAT Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the CARAT Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the CARAT Indenture Trustee and the Seller, and (2) the CARAT Indenture Trustee shall require a written opinion of counsel (which will not be at the expense of the Seller, the Trust Administrator or the CARAT Indenture Trustee) satisfactory to the Seller and the CARAT Indenture Trustee to the effect that such transfer will not violate the Securities Act. Neither the Seller nor the CARAT Indenture Trustee will register any of the Class A-1 Notes under the Securities Act, qualify any of the Class A-1 Notes under the securities laws of any State or provide registration rights to any purchaser or Holder thereof. 12 (c) Each Class A-1 Note shall bear a legend to the effect set forth in Section 2.15(b) above. (d) If a transfer of a beneficial interest held by the related transferor in the form of a Rule 144A Global Class A-1 Note to be held by the related transferee in the form of a Rule 144A Global Class A-1 Note is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Seller or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the CARAT 2007-SN1 Noteholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 hereto and a certificate from such CARAT 2007-SN1 Noteholder's prospective transferee substantially in the form attached as Exhibit D-2 hereto. If a transfer of a beneficial interest held by the related transferor in the form of a Rule 144A Global Class A-1 Note to be held by the related transferee in the form of a Temporary Regulation S Global Class A-1 Note, on or prior to the Exchange Date, or a Permanent Regulation S Global Class A-1 Note, after the Exchange Date, is to be made without registration under the Securities Act, then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt may conclusively rely upon) a certificate substantially in the form of Exhibit D-3 hereto (a "Regulation S Transfer Certificate") from the CARAT 2007-SN1 Noteholder desiring to effect such transfer or such other certification reasonably acceptable to the Seller and the Note Registrar, in either case to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S and that, if such transfer occurs on or prior to the Exchange Date, the interest transferred will be held immediately thereafter through Euroclear or Clearstream. (e) If any transfer of a beneficial interest held by the related transferor in the form of a Temporary Regulation S Global Class A-1 Notes or a Permanent Regulation S Global Class A-1 Note is to be made without registration under the Securities Act, then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt may conclusively rely upon) (i) in the case of a transfer to a transferee that takes delivery in the form of a beneficial interest in a Rule 144A Global Class A-1 Note, a certificate from the CARAT 2007-SN1 Noteholder desiring to effect such transfer substantially in the form of Exhibit D-4 hereto (a "Rule 144A Transfer Certificate") or such other certification reasonably acceptable to the Seller and the Note Registrar; and (ii) in the case of a transferee that takes delivery, in the form of a beneficial interest in a Temporary Regulation S Global Class A-1 Note, on or prior to the Exchange Date, or a Permanent Regulation S Global Class A-1 Note, after the Exchange Date, a Regulation S Transfer Certificate from the CARAT 2007-SN1 Noteholder desiring to effect such transfer or such other certification reasonably acceptable to the Seller and the Note Registrar, in either case to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S and that, if such transfer occurs on or prior to the Exchange Date, the interest transferred will be held immediately thereafter through Euroclear or Clearstream. A beneficial interest in the Class A-1 Notes held by the related transferor in the form of a Temporary Regulation S Global Class A-1 Note may be exchanged, only on or after the Exchange Date, for a beneficial interest held by the related transferor in the form of a Permanent Regulation S Global Class A-1 Note, upon delivery to the Note Registrar of a certification substantially in the form of Exhibit D-5 hereto (a "Clearing System Certificate"). 13 ARTICLE III COVENANTS Section 3.1 Payment of Principal and Interest and Other Amounts. The Issuer shall duly and punctually pay the principal of and interest on the CARAT 2007-SN1 Notes in accordance with the CARAT 2007-SN1 Notes and this CARAT Indenture. On each Distribution Date and on the Redemption Date (if applicable), the Issuer shall cause amounts on deposit in the Note Distribution Account to be distributed to the CARAT 2007-SN1 Noteholders in accordance with Sections 2.7 and 8.2, less amounts properly withheld under the Code by any Person from a payment to any CARAT 2007-SN1 Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuer to such CARAT 2007-SN1 Noteholder for all purposes of this CARAT Indenture. Section 3.2 Maintenance of Agency Office. As long as any of the CARAT 2007-SN1 Notes remains outstanding, the Issuer shall maintain in the Borough of Manhattan, The City of New York, an office (the "Agency Office"), being an office or agency where CARAT 2007-SN1 Notes may be surrendered to the Issuer for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the CARAT 2007-SN1 Notes and this CARAT Indenture may be served. The Issuer hereby initially appoints the CARAT Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the CARAT Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the CARAT Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the CARAT Indenture Trustee, and the Issuer hereby appoints the CARAT Indenture Trustee as its agent to receive all such surrenders, notices and demands. Section 3.3 Money for Payments To Be Held in Trust. (a) As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any CARAT 2007-SN1 Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the CARAT Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of CARAT 2007-SN1 Notes shall be paid over to the Issuer except as provided in this Section 3.3. (b) On or before each Distribution Date or the Redemption Date (if applicable), the Issuer shall deposit or cause to be deposited in the Note Distribution Account pursuant to Section 4.05 of the Trust Sale and Administration Agreement an aggregate sum sufficient to pay the amounts then becoming due with respect to the CARAT 2007-SN1 Notes, such sum to be held in trust for the benefit of the Persons entitled thereto. (c) The Issuer shall cause each Paying Agent other than the CARAT Indenture Trustee to execute and deliver to the CARAT Indenture Trustee an instrument in which such Paying Agent shall agree with the CARAT Indenture Trustee (and if the CARAT Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall: 14 (i) hold all sums held by it for the payment of amounts due with respect to the CARAT 2007-SN1 Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the CARAT Indenture Trustee notice of any default by the Issuer (or any other obligor upon the CARAT 2007-SN1 Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the CARAT 2007-SN1 Notes; (iii) at any time during the continuance of any such default, upon the written request of the CARAT Indenture Trustee, forthwith pay to the CARAT Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately resign as a Paying Agent and forthwith pay to the CARAT Indenture Trustee all sums held by it in trust for the payment of CARAT 2007-SN1 Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any CARAT 2007-SN1 Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (d) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this CARAT Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the CARAT Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the CARAT Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the CARAT Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (e) Subject to applicable laws with respect to escheat of funds, any money held by the CARAT Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any CARAT 2007-SN1 Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such CARAT 2007-SN1 Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the CARAT Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the CARAT Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuer. The CARAT Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable 15 means of notification of such payment (including mailing notice of such payment to Holders whose CARAT 2007-SN1 Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the CARAT Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder). Section 3.4 Existence. The Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this CARAT Indenture, the CARAT 2007-SN1 Notes, the Collateral and each other instrument or agreement included in the CARAT Trust Estate. Section 3.5 Protection of CARAT Trust Estate; Acknowledgment of Pledge. (a) The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and deliver all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: (i) maintain or preserve the Lien (and the priority thereof) of this CARAT Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within 60 days after the occurrence of any of the following and by promptly notifying the CARAT Indenture Trustee of any such filings: (A) any change in the Issuer's true legal name or any of its trade names, (B) any change in the location of the Issuer's jurisdiction of organization, (C) any merger or consolidation or other change in the Issuer's identity or organizational structure or jurisdiction of organization or jurisdiction in which the Issuer is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC. (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this CARAT Indenture and the priority thereof; (iii) enforce the rights of the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders in any of the Collateral; or (iv) preserve and defend title to the CARAT Trust Estate and the rights of the CARAT Indenture Trustee and the Secured Parties in such CARAT Trust Estate against the claims of all persons and parties, and the Issuer hereby designates the CARAT Indenture Trustee its agent and attorney-in-fact to authorize and/or execute any financing statement, continuation statement or other instrument required by the CARAT Indenture Trustee pursuant to this Section 3.5. 16 (b) The Issuer hereby authorizes the CARAT Indenture Trustee to file all financing statements, continuation statements or other instruments naming the Issuer as debtor that are necessary or advisable to perfect, make effective or continue the Lien of this CARAT Indenture, and authorizes the CARAT Indenture Trustee to take any such action without its signature. Section 3.6 Opinions as to CARAT Trust Estate. (a) On the Series 2007-SN1 Closing Date, the Issuer shall furnish to the CARAT Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this CARAT Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this CARAT Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) On or before March 15 in each calendar year, beginning March 15, 2007, the Issuer shall furnish to the CARAT Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this CARAT Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this CARAT Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this CARAT Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this CARAT Indenture, any indentures supplemental hereto and any other requisite documents and the authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this CARAT Indenture until March 15 in the following calendar year. Section 3.7 Performance of Obligations; Administration of COLT 2007-SN1 Secured Notes. (a) The Issuer shall not take any action and shall use all reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the CARAT Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this CARAT Indenture, the Trust Sale and Administration Agreement, the Pooling and Administration Agreement or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties under this CARAT Indenture, and any performance of such duties by a Person identified to the CARAT Indenture Trustee in the CARAT Basic Documents or an Officer's Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted 17 with the Trust Administrator to assist the Issuer in performing its duties under this CARAT Indenture. (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this CARAT Indenture, the other CARAT Basic Documents and in the instruments and agreements included in the CARAT Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this CARAT Indenture, the Trust Sale and Administration Agreement and the Pooling and Administration Agreement in accordance with and within the time periods provided for herein and therein. (d) If the Issuer shall have knowledge of the occurrence of a Trust Administrator Default under the Trust Sale and Administration Agreement, the Issuer shall promptly notify the CARAT Indenture Trustee and the Rating Agencies thereof and shall specify in such notice the response or action, if any, the Issuer has taken or is taking with respect to such default. If a Trust Administrator Default shall arise from the failure of the Trust Administrator to perform any of its duties or obligations under this CARAT Indenture, the Trust Sale and Administration Agreement or the Pooling and Administration Agreement with respect to the COLT 2007-SN1 Secured Notes, the Issuer and the CARAT Indenture Trustee shall take all reasonable steps available to them pursuant to this CARAT Indenture, the Trust Sale and Administration Agreement and the Pooling and Administration Agreement to remedy such failure. (e) Without derogating from the absolute nature of the assignment granted to the CARAT Indenture Trustee under this CARAT Indenture or the rights of the CARAT Indenture Trustee hereunder, the Issuer agrees that it shall not, without the prior written consent of the CARAT Indenture Trustee or the Holders of at least a majority in Outstanding Amount of the Controlling Class, as applicable in accordance with the terms of this CARAT Indenture, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any of the CARAT Basic Documents, or waive timely performance or observance by the Trust Administrator or the Seller under the Trust Sale and Administration Agreement or the Pooling and Administration Agreement, or GMAC under the Pooling and Administration Agreement. Section 3.8 Negative Covenants. So long as any CARAT 2007-SN1 Notes are Outstanding, the Issuer shall not: (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, except the Issuer may cause the Trust Administrator to (i) sell or otherwise dispose of Warranty Secured Notes and Administrative Secured Notes, (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as permitted by the CARAT Basic Documents; (b) claim any credit on, or make any deduction from the principal or interest payable in respect of the CARAT 2007-SN1 Notes (other than amounts properly withheld from such payments under the Code or applicable State law) or assert any claim against any present or 18 former CARAT 2007-SN1 Noteholder by reason of the payment of any taxes levied or assessed upon any part of the CARAT Trust Estate; (c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or (d) either (i) permit the validity or effectiveness of this CARAT Indenture or any other CARAT Basic Document to be impaired, or permit the Lien of this CARAT Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the CARAT 2007-SN1 Notes under this CARAT Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this CARAT Indenture) to be created on or extend to or otherwise arise upon or burden the CARAT Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens and any other Liens that arise by operation of law, in each case on a Vehicle and arising solely as a result of an action or omission of the related Lessee), or (iii) permit the Lien of this CARAT Indenture not to constitute a valid first priority perfected security interest in the CARAT Trust Estate (other than tax liens and any other Liens that arise by operation of law, in each case on a Vehicle and arising solely as a result of an action or omission of the related Lessee). Section 3.9 Annual Statement as to Compliance. The Issuer shall deliver to the CARAT Indenture Trustee on or before March 15 of each year, beginning March 15, 2008, an Officer's Certificate signed by an Authorized Officer, dated as of December 31 of the immediately preceding year, in each case stating that: (a) a review of the activities of the Issuer during the preceding 12-month period (or, with respect to the first such Officer's Certificate, such period as shall have elapsed since the Series 2007-SN1 Closing Date) and of performance under this CARAT Indenture has been made under such Authorized Officer's supervision; and (b) to the best of such Authorized Officer's knowledge, based on such review, the Issuer has fulfilled all of its obligations under this CARAT Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof. A copy of such certificate may be obtained by any CARAT 2007-SN1 Noteholder by a request in writing to the Issuer addressed to the Corporate Trust Office of the CARAT Indenture Trustee. Section 3.10 Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, or any State and shall expressly assume, by an indenture supplemental hereto, 19 executed and delivered to the CARAT Indenture Trustee, in form satisfactory to the CARAT Indenture Trustee, the due and timely payment of the principal of and interest on all CARAT 2007-SN1 Notes and the performance or observance of every agreement and covenant of this CARAT Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such merger or consolidation, no Default or CARAT Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person; (iv) any action as is necessary to maintain the Lien created by this CARAT Indenture shall have been taken; and (v) the Issuer shall have delivered to the CARAT Indenture Trustee an Officer's Certificate and an Opinion of Counsel addressed to the Issuer each stating: (A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10; (B) that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequence to the Issuer or any Financial Party; and (C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. (b) Except as otherwise expressly permitted by this CARAT Indenture or the other CARAT Basic Documents, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the CARAT Trust Estate, to any Person, unless: (i) the Person that acquires such properties or assets of the Issuer (1) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (2) by an indenture supplemental hereto, executed and delivered to the CARAT Indenture Trustee, in form satisfactory to the CARAT Indenture Trustee: (A) expressly assumes the due and punctual payment of the principal of and interest on all CARAT 2007-SN1 Notes and the performance or observance of every agreement and covenant of this CARAT Indenture on the part of the Issuer to be performed or observed, all as provided herein or therein; (B) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of the Secured Parties; and 20 (C) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this CARAT Indenture and the CARAT 2007-SN1 Notes; (D) expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the CARAT 2007-SN7 Notes; (ii) immediately after giving effect to such transaction, no Default or CARAT Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person; (iv) any action as is necessary to maintain the Lien created by this CARAT Indenture shall have been taken; and (v) the Issuer shall have delivered to the CARAT Indenture Trustee an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that: (A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10; (B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to the Trust or to any Financial Parties; and (C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. Section 3.11 Successor or Transferee. (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this CARAT Indenture and the other CARAT Basic Documents with the same effect as if such Person had been named as the Issuer herein. (b) Upon a conveyance or transfer of substantially all the assets and properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be released from every covenant and agreement of this CARAT Indenture and the other CARAT Basic Documents to be observed or performed on the part of the Issuer with respect to the CARAT 2007-SN1 Notes immediately upon the delivery of written notice to the CARAT Indenture Trustee from the Person acquiring such assets and properties stating that the Issuer is to be so released. 21 Section 3.12 No Other Business. The Issuer shall not engage in any business or activity other than acquiring, holding, pledging and managing the Collateral and the proceeds therefrom in the manner contemplated by the CARAT Basic Documents, issuing the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates, making payments on the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement. Section 3.13 No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the CARAT 2007-SN1 Notes or otherwise in accordance with the CARAT Basic Documents. Section 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this CARAT Indenture or the other CARAT Basic Documents, the Issuer shall not make any loan or advance of credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. Section 3.15 Trust Administrator's Obligations. The Issuer shall use its best efforts to cause the Trust Administrator to comply with its obligations under Section 3.07 of the Pooling and Administration Agreement and Sections 4.01 and 4.02 of the Trust Sale and Administration Agreement. Section 3.16 Capital Expenditures. The Issuer shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the COLT 2007-SN1 Secured Notes and other property and rights from the Seller pursuant to the Trust Sale and Administration Agreement. Section 3.17 Restricted Payments. Except for payments of principal or interest on or redemption of the CARAT 2007-SN1 Notes, so long as any CARAT 2007-SN1 Notes are Outstanding, the Issuer shall not, directly or indirectly: (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the CARAT Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Issuer or to the Trust Administrator; (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security; or (c) set aside or otherwise segregate any amounts for any such purpose; 22 provided, however, that the Issuer may make, or cause to be made, distributions to the Trust Administrator, the Seller, the CARAT Indenture Trustee, the CARAT Owner Trustee, and the Financial Parties as permitted by, and to the extent funds are available for such purpose under, the Trust Sale and Administration Agreement, the Trust Agreement or the other CARAT Basic Documents. The Issuer shall not, directly or indirectly, make payments to or distributions from the CARAT Collection Account except in accordance with the CARAT Basic Documents. Section 3.18 Notice of Events of Default. The Issuer agrees to give the CARAT Indenture Trustee and the Rating Agencies prompt written notice of each CARAT Event of Default, COLT Event of Default, each Trust Administrator Default, each default on the part of the Seller or the Trust Administrator of its respective obligations under the Trust Sale and Administration Agreement and each default on the part of GMAC or the Trust Administrator of its respective obligations under the Pooling and Administration Agreement. Section 3.19 Further Instruments and Acts. Upon request of the CARAT Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this CARAT Indenture. Section 3.20 CARAT Indenture Trustee's Assignment of Administrative Secured Notes and Warranty Secured Notes. Upon receipt of the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Secured Note or a Warranty Secured Note, as the case may be, the CARAT Indenture Trustee shall assign, without recourse, representation or warranty, to the Trust Administrator or the Warranty Purchaser, as the case may be, all the CARAT Indenture Trustee's right, title and interest in and to such repurchased COLT 2007-SN1 Secured Note; the collateral therefor and the related rights assigned thereunder; such assignment being an assignment outright and not for security; and the Trust Administrator or the Warranty Purchaser, as applicable, shall thereupon own such COLT 2007-SN1 Secured Note, and all such security and documents, free of any further obligation to the CARAT Indenture Trustee, the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Trust Administrator may not enforce a COLT 2007-SN1 Secured Note on the ground that it is not a real party in interest or a holder entitled to enforce the COLT 2007-SN1 Secured Note, the CARAT Indenture Trustee shall, at the Trust Administrator's expense, take such steps as the Trust Administrator requests in writing and deems necessary to enforce the COLT 2007-SN1 Secured Note, including bringing suit in the CARAT Indenture Trustee's name or the names of the CARAT 2007-SN1 Noteholders or, pursuant to Section 4.4, the CARAT 2007-SN1 Certificateholders. Section 3.21 Representations and Warranties by the Issuer to the CARAT Indenture Trustee. The Issuer hereby represents and warrants to the CARAT Indenture Trustee as follows as of the Closing Date: (a) Good Title. No COLT 2007-SN1 Secured Note has been sold, transferred, assigned or pledged by the Issuer to any Person other than the CARAT Indenture Trustee; immediately prior to the conveyance of the COLT 2007-SN1 Secured Notes pursuant to this CARAT Indenture, the Issuer had good and marketable title thereto, free of any Lien (other than tax liens and any other Liens that attach by operation of law); and, upon execution and delivery 23 of this CARAT Indenture by the Issuer, the CARAT Indenture Trustee shall have all of the right, title and interest of the Issuer in, to and under the COLT 2007-SN1 Secured Notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien (other than tax liens and any other Liens that attach by operation of law). The Issuer has caused COLT to have the COLT 2007-SN1 Secured Notes registered in the name of the CARAT Indenture Trustee. (b) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the CARAT Indenture Trustee a first priority perfected security interest in the COLT 2007-SN1 Secured Notes shall have been made. ARTICLE IV SATISFACTION AND DISCHARGE Section 4.1 Satisfaction and Discharge of CARAT Indenture. This CARAT Indenture shall cease to be of further effect with respect to the CARAT 2007-SN1 Notes except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen CARAT 2007-SN1 Notes; (iii) rights of CARAT 2007-SN1 Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.18, 3.20 and 11.16; (v) the rights, obligations and immunities of the CARAT Indenture Trustee hereunder (including the rights of the CARAT Indenture Trustee under Section 6.7 and the obligations of the CARAT Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of CARAT 2007-SN1 Noteholders as beneficiaries hereof with respect to the property so deposited with the CARAT Indenture Trustee payable to all or any of them, and the CARAT Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this CARAT Indenture with respect to the CARAT 2007-SN1 Notes, if: (a) either: (i) all CARAT 2007-SN1 Notes theretofore authenticated and delivered (other than (A) CARAT 2007-SN1 Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) CARAT 2007-SN1 Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the CARAT Indenture Trustee for cancellation; or (ii) all CARAT 2007-SN1 Notes not theretofore delivered to the CARAT Indenture Trustee for cancellation: (A) have become due and payable, (B) will be due and payable on their respective Final Scheduled Distribution Dates within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the CARAT Indenture Trustee for the giving of notice of 24 redemption by the CARAT Indenture Trustee in the name, and at the expense, of the Issuer or such CARAT 2007-SN1 Notes have been redeemed in accordance with Section 10.1, and the Issuer, in the case of clause (A), (B) or (C) of subsection 4.1(a)(ii), has irrevocably deposited or caused to be irrevocably deposited with the CARAT Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such CARAT 2007-SN1 Notes not theretofore delivered to the CARAT Indenture Trustee for cancellation when due on the Final Scheduled Distribution Date for such CARAT 2007-SN1 Notes or the Redemption Date for such CARAT 2007-SN1 Notes (if such CARAT 2007-SN1 Notes have been called for redemption pursuant to Section 10.1), as the case may be; (b) the Issuer has paid or caused to be paid all other sums payable hereunder or under any Third Party Instrument by the Issuer; and (c) the Issuer has delivered to the CARAT Indenture Trustee an Officer's Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the CARAT Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this CARAT Indenture have been complied with. Section 4.2 Application of Trust Money. All monies deposited with the CARAT Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the CARAT 2007-SN1 Notes and this CARAT Indenture, to the payment, either directly or through any Paying Agent, as the CARAT Indenture Trustee may determine, to the Holders of the particular CARAT 2007-SN1 Notes for the payment or redemption of which such monies have been deposited with the CARAT Indenture Trustee, of all sums due and to become due thereon for principal and interest and to payment to any other Secured Party or any holder of a Third Party Instrument of all sums, if any, due or to become due to any other Secured Party or any holder of a Third Party Instrument under and in accordance with this CARAT Indenture; but such monies need not be segregated from other funds except to the extent required herein or in the Trust Sale and Administration Agreement, or as required by law. Section 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this CARAT Indenture with respect to the CARAT 2007-SN1 Notes, all monies then held by any Paying Agent other than the CARAT Indenture Trustee under the provisions of this CARAT Indenture with respect to such CARAT 2007-SN1 Notes shall, upon demand of the Issuer, be paid to the CARAT Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. Section 4.4 Duration of Position of CARAT Indenture Trustee. Notwithstanding the payment in full of all principal and interest due to the CARAT 2007-SN1 Noteholders, under the terms of the CARAT 2007-SN1 Notes and the cancellation of the CARAT 2007-SN1 Notes, the CARAT Indenture Trustee shall continue to act in the capacity as CARAT Indenture Trustee 25 hereunder for the benefit of the CARAT 2007-SN1 Certificateholders, for purposes of compliance with, and the CARAT Indenture Trustee shall comply with its obligations under, Sections 5.01(a), 7.02 and 7.03 of the Trust Sale and Administration Agreement, as appropriate, until such time as all distributions due to the CARAT 2007-SN1 Certificateholders have been paid in full; and in such capacity, the CARAT Indenture Trustee shall have the rights, benefits and immunities set forth in Article VI. ARTICLE V DEFAULT AND REMEDIES Section 5.1 Events of Default. For the purposes of this CARAT Indenture, "CARAT Event of Default" wherever used herein, means any one of the following events: (a) failure to pay the full Noteholders' Interest Distributable Amount on the Controlling Class on any Distribution Date, and such default shall continue unremedied for a period of five days; or (b) except as set forth in Section 5.1(c), failure to pay any instalment of the principal of any CARAT 2007-SN1 Note as and when the same becomes due and payable, and such default continues unremedied for a period of 30 days after there shall have been given, by registered or certified mail, to the Seller (or the Trust Administrator, as applicable) by the CARAT Indenture Trustee or to the Seller (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and demanding that it be remedied and stating that such notice is a "Notice of Default" hereunder; or (c) failure to pay in full the outstanding principal balance of any class of CARAT 2007-SN1 Notes by the Final Scheduled Distribution Date for such class; or (d) default in the observance or performance in any material respect of any covenant or agreement of the Issuer made in this CARAT Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere specifically dealt with in this Section 5.1) which failure materially and adversely affects the rights of the CARAT 2007-SN1 Noteholders, and such default shall continue or not be cured, for a period of 30 days after there shall have been given, by registered or certified mail, to the Seller (or the Trust Administrator, as applicable) by the CARAT Indenture Trustee or to the Seller (or the Trust Administrator, as applicable) and the CARAT Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default, demanding that it be remedied and stating that such notice is a "Notice of Default" hereunder; or (e) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the CARAT Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the CARAT Trust Estate, or ordering the winding-up or liquidation of the Issuer's affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or 26 (f) the commencement by the Issuer of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the CARAT Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing. The Issuer shall deliver to the CARAT Indenture Trustee within five Business Days after learning of the occurrence thereof, written notice in the form of an Officer's Certificate of any event which with the giving of notice and the lapse of time would become a CARAT Event of Default under Section 5.1(d), its status and what action the Issuer is taking or proposes to take with respect thereto. Section 5.2 Acceleration of Maturity; Rescission and Annulment. (a) If a CARAT Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the CARAT 2007-SN1 Notes shall have already become due and payable, either the CARAT Indenture Trustee or the Holders of CARAT 2007-SN1 Notes representing not less than a majority of the Outstanding Amount of the Controlling Class may declare all the CARAT 2007-SN1 Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the CARAT Indenture Trustee if given by the CARAT 2007-SN1 Noteholders) setting forth the Event or Events of Default, and upon any such declaration the unpaid principal amount of such CARAT 2007-SN1 Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) At any time after such declaration of acceleration of maturity of the CARAT 2007-SN1 Notes has been made and before a judgment or decree for payment of the money due thereunder has been obtained by the CARAT Indenture Trustee as hereinafter provided in this Article V, the Holders of CARAT 2007-SN1 Notes representing a majority of the Outstanding Amount of the Controlling Class, by written notice to the Issuer and the CARAT Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a), and rescind and annul such declaration and its consequences; provided, however, that no such rescission and annulment shall extend to or affect any other Default or impair any right consequent thereto; and provided, further, that if the CARAT Indenture Trustee shall have proceeded to enforce any right under this CARAT Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the CARAT Indenture Trustee, then and in every such case, the CARAT Indenture Trustee, the Issuer and the CARAT 2007-SN1 Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the CARAT Indenture Trustee, the Issuer and the CARAT 2007-SN1 Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced. 27 Section 5.3 Collection of Indebtedness and Suits for Enforcement by CARAT Indenture Trustee. (a) The Issuer covenants that if a CARAT Event of Default occurs and such CARAT Event of Default has not been waived pursuant to Section 5.12, the Issuer shall, upon demand of the CARAT Indenture Trustee, pay to the CARAT Indenture Trustee, for the ratable benefit of the CARAT 2007-SN1 Noteholders in accordance with their respective outstanding principal amounts, the whole amount then due and payable on such CARAT 2007-SN1 Notes for principal and interest, with interest upon the overdue principal, at the rate borne by the CARAT 2007-SN1 Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the CARAT Indenture Trustee and its agents and counsel. (b) If the Issuer shall fail forthwith to pay such amounts upon such demand, the CARAT Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, may enforce the same against the Issuer or other obligor upon such CARAT 2007-SN1 Notes and may collect in the manner provided by law out of the property of the Issuer or other obligor upon such CARAT 2007-SN1 Notes, wherever situated, the monies adjudged or decreed to be payable. (c) If a CARAT Event of Default occurs and is continuing, the CARAT Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the CARAT 2007-SN1 Noteholders, by such appropriate Proceedings as the CARAT Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this CARAT Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the CARAT Indenture Trustee by this CARAT Indenture or by applicable law. (d) If there shall be pending, relative to the Issuer or any other obligor upon the CARAT 2007-SN1 Notes or any Person having or claiming an ownership interest in the CARAT Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the CARAT 2007-SN1 Notes, or to the creditors or property of the Issuer or such other obligor, the CARAT Indenture Trustee, irrespective of whether the principal of any CARAT 2007-SN1 Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the CARAT Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest and all other amounts owing and unpaid in respect of the CARAT 2007-SN1 Notes and to file such other papers or documents as may be necessary or advisable in order 28 to have the claims of the CARAT Indenture Trustee (including any claim for reasonable compensation to the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee, except as a result of negligence, fraud or bad faith) and of the CARAT 2007-SN1 Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of CARAT 2007-SN1 Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the CARAT 2007-SN1 Noteholders and of the CARAT Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the CARAT Indenture Trustee or the Holders of CARAT 2007-SN1 Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such CARAT 2007-SN1 Noteholders to make payments to the CARAT Indenture Trustee for application in accordance with the priorities set forth in the CARAT Basic Documents, and, if the CARAT Indenture Trustee shall consent to the making of payments directly to such CARAT 2007-SN1 Noteholders, to pay to the CARAT Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the CARAT Indenture Trustee, each predecessor CARAT Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the CARAT Indenture Trustee and each predecessor CARAT Indenture Trustee except as a result of negligence, fraud or bad faith. (e) Nothing herein contained shall be deemed to authorize the CARAT Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any CARAT 2007-SN1 Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the CARAT 2007-SN1 Notes or the rights of any Holder thereof or to authorize the CARAT Indenture Trustee to vote in respect of the claim of any CARAT 2007-SN1 Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this CARAT Indenture, or under any of the CARAT 2007-SN1 Notes, may be enforced by the CARAT Indenture Trustee without the possession of any of the CARAT 2007-SN1 Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the CARAT Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the CARAT Indenture Trustee, each predecessor CARAT Indenture Trustee 29 and their respective agents and attorneys, shall be for the benefit of the Secured Parties in accordance with the priorities set forth in the CARAT Basic Documents. (g) In any Proceedings brought by the CARAT Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this CARAT Indenture to which the CARAT Indenture Trustee shall be a party), the CARAT Indenture Trustee shall be held to represent all the CARAT 2007-SN1 Noteholders, and it shall not be necessary to make any CARAT 2007-SN1 Noteholder a party to any such Proceedings. (h) With respect to any claims for payments of reimbursement for expenses, disbursement or compensation of any Person made of the Issuer pursuant to this Section 5.3, where more than one Person has made such a claim, the Issuer shall not reimburse any Person other than the CARAT Indenture Trustee for such amounts if, prior to incurring such expenses, the Affected Parties reasonably could have avoided such expense by coordinating their claims under this CARAT Indenture with the CARAT Indenture Trustee. Section 5.4 Remedies; Priorities. (a) If a CARAT Event of Default shall have occurred and be continuing and the CARAT 2007-SN1 Notes have been accelerated under Section 5.2(a), the CARAT Indenture Trustee may do one or more of the following (subject to Section 5.3 and Section 5.5): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the CARAT 2007-SN1 Notes or under this CARAT Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such CARAT 2007-SN1 Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this CARAT Indenture with respect to the CARAT Trust Estate; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders; and (iv) sell the CARAT Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have the Issuer maintain possession of the CARAT Trust Estate and continue to apply payments on the COLT 2007-SN1 Secured Notes as if there had been no declaration of acceleration; provided, however, that the CARAT Indenture Trustee may not sell or otherwise liquidate the CARAT Trust Estate following a CARAT Event of Default and acceleration of the CARAT 2007-SN1 Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the CARAT 2007-SN1 Notes consent thereto or (B) the proceeds of such sale or liquidation distributable to the CARAT 2007-SN1 Noteholders are sufficient to (x) discharge in full the principal of and the accrued interest on the CARAT 2007-SN1 Notes, each at the date of such sale or liquidation and (y) make all distributions from the CARAT Collection Account described in Sections 8.01(b)(i) through (vi) of the Trust Sale and Administration Agreement or (C) (x) there has been a CARAT Event of Default under Section 5.1(a), (b) or (c) 30 or otherwise arising from a failure to make a required payment of principal on any CARAT 2007-SN1 Notes, (y) the CARAT Indenture Trustee determines that the CARAT Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the CARAT 2007-SN1 Notes as and when they would have become due if the CARAT 2007-SN1 Notes had not been declared due and payable, and (z) the CARAT Indenture Trustee obtains the consent of the Holders of a majority of the aggregate Outstanding Amount of the Controlling Class and (ii) 10 days' prior written notice of sale or liquidation has been given to the Rating Agencies. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the CARAT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the CARAT Trust Estate for such purpose: provided, however, that prior to the exercise of the right to sell all or any portion of the CARAT Trust Estate as provided herein, the CARAT Indenture Trustee shall provide a notice in writing to the Issuer (with a copy to the Seller and the CARAT Owner Trustee) (the "CARAT Event of Default Sale Notice") of its intention to sell all or any portion of the CARAT Trust Estate (the part to be sold being the "Subject Estate"), and if the Subject Estate is less than all of the CARAT Trust Estate, the portion of the CARAT Trust Estate to be sold. The CARAT Indenture Trustee shall not consummate any sale until at least seven Business Days after the CARAT Event of Default Sale Notice has been given to the Issuer (with a copy to the Seller) (the "Authorization Date"). (b) If the CARAT Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: FIRST: to the CARAT Indenture Trustee for amounts due under Section 6.7 and then to the CARAT Owner Trustee for amounts due to the CARAT Owner Trustee (not including amounts due for payments to the CARAT 2007-SN1 Certificateholders) under the Trust Agreement or the Trust Sale and Administration Agreement; and SECOND: to the CARAT Collection Account, for distribution pursuant to Sections 8.01(b) and (e) of the Trust Sale and Administration Agreement. Section 5.5 Optional Preservation of the CARAT Trust Estate. If the CARAT 2007-SN1 Notes have been declared to be due and payable under Section 5.2 following a CARAT Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the CARAT Indenture Trustee may, but need not elect to, take and maintain possession of the CARAT Trust Estate. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds for the payment of the Secured Obligations to the Secured Parties and the CARAT Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the CARAT Trust Estate. In determining whether to take and maintain possession of the CARAT Trust Estate, the CARAT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the 31 feasibility of such proposed action and as to the sufficiency of the CARAT Trust Estate for such purpose. Section 5.6 Limitation of Suits. No Holder of any CARAT 2007-SN1 Note shall have any right to institute any Proceeding with respect to this CARAT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the CARAT Indenture Trustee of a continuing CARAT Event of Default; (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request to the CARAT Indenture Trustee to institute such Proceeding in respect of such CARAT Event of Default in its own name as CARAT Indenture Trustee hereunder; (c) such Holder or Holders have offered to the CARAT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (d) the CARAT Indenture Trustee for 60 days after its receipt of such notice under Section 5.6(a) above, request under Section 5.6(b) above, and offer of indemnity under Section 5.6(c) above has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the CARAT Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class; it being understood and intended that no one or more Holders of CARAT 2007-SN1 Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this CARAT Indenture to affect, disturb or prejudice the rights of any other Holders of CARAT 2007-SN1 Notes or to obtain or to seek to obtain priority or preference over any other Holders of CARAT 2007-SN1 Notes or to enforce any right under this CARAT Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the CARAT 2007-SN1 Notes held by each CARAT 2007-SN1 Noteholder) and common benefit of all holders of CARAT 2007-SN1 Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every CARAT 2007-SN1 Noteholder shall be entitled to such relief as can be given either at law or in equity. If the CARAT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of CARAT 2007-SN1 Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class, the CARAT Indenture Trustee shall take the action requested by the group representing the higher percentage of the Outstanding Amount of the Controlling Class, notwithstanding any other provisions of this CARAT Indenture. Section 5.7 Unconditional Rights of CARAT 2007-SN1 Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this CARAT Indenture, the 32 Holder of any CARAT 2007-SN1 Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, on such CARAT 2007-SN1 Note on or after the respective due dates thereof expressed in such CARAT 2007-SN1 Note or in this CARAT Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. Section 5.8 Restoration of Rights and Remedies. If the CARAT Indenture Trustee or any CARAT 2007-SN1 Noteholder has instituted any Proceeding to enforce any right or remedy under this CARAT Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the CARAT Indenture Trustee or to such CARAT 2007-SN1 Noteholder, then and in every such case the Issuer, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders shall continue as though no such Proceeding had been instituted. Section 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the CARAT Indenture Trustee or to the CARAT 2007-SN1 Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the CARAT Indenture Trustee or any Holder of any CARAT 2007-SN1 Note to exercise any right or remedy accruing upon any Default or CARAT Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or CARAT Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the CARAT Indenture Trustee or to the CARAT 2007-SN1 Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the CARAT Indenture Trustee or by the CARAT 2007-SN1 Noteholders, as the case may be. Section 5.11 Control by CARAT 2007-SN1 Noteholders. The Holders of a majority of the Outstanding Amount of the Controlling Class shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the CARAT Indenture Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the CARAT Indenture Trustee with respect to the CARAT 2007-SN1 Notes or exercising any trust or power conferred on the CARAT Indenture Trustee; provided, however, that: (a) such direction shall not be in conflict with any rule of law or with this CARAT Indenture; (b) subject to the express terms of Section 5.4, any direction to the CARAT Indenture Trustee to sell or liquidate the CARAT Trust Estate shall be by the Holders of CARAT 33 2007-SN1 Notes representing not less than 100% of the Outstanding Amount of the CARAT 2007-SN1 Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the CARAT Indenture Trustee elects to retain the CARAT Trust Estate pursuant to Section 5.5, then any direction to the CARAT Indenture Trustee by Holders of CARAT 2007-SN1 Notes representing less than 100% of the Outstanding Amount of the CARAT 2007-SN1 Notes to sell or liquidate the CARAT Trust Estate shall be of no force and effect; and (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Section 5.12 Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the CARAT 2007-SN1 Notes as provided in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Controlling Class may waive any past Default or CARAT Event of Default and its consequences except a Default (i) in the payment of principal of or interest on any of the CARAT 2007-SN1 Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each CARAT 2007-SN1 Note. In the case of any such waiver, the Issuer, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. (b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any CARAT Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this CARAT Indenture; but no such waiver shall extend to any subsequent or other Default or CARAT Event of Default or impair any right consequent thereto. Section 5.13 Undertaking for Costs. All parties to this CARAT Indenture agree, and each Holder of any CARAT 2007-SN1 Note by such Holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this CARAT Indenture, or in any Proceeding against the CARAT Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to: (a) any Proceeding instituted by the CARAT Indenture Trustee; (b) any Proceeding instituted by any CARAT 2007-SN1 Noteholder, or group of CARAT 2007-SN1 Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Class; or 34 (c) any Proceeding instituted by any CARAT 2007-SN1 Noteholder for the enforcement of the payment of principal of or interest on any CARAT 2007-SN1 Note on or after the respective due dates expressed in such CARAT 2007-SN1 Note and in this CARAT Indenture (or, in the case of redemption, on or after the Redemption Date). Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this CARAT Indenture. The Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the CARAT Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. Section 5.15 Action on CARAT 2007-SN1 Notes. The CARAT Indenture Trustee's right to seek and recover judgment on the CARAT 2007-SN1 Notes or under this CARAT Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this CARAT Indenture. Neither the Lien of this CARAT Indenture nor any rights or remedies of the CARAT Indenture Trustee or the CARAT 2007-SN1 Noteholders shall be impaired by the recovery of any judgment by the CARAT Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the CARAT Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the CARAT Indenture Trustee shall be applied in accordance with Section 5.4(b). Section 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the CARAT Indenture Trustee to do so and at the Trust Administrator's expense, the Issuer agrees to take all such lawful action as the CARAT Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Trust Administrator of their respective obligations to the Issuer under or in connection with the Trust Sale and Administration Agreement and the Pooling and Administration Agreement or by GMAC of its obligations under or in connection with the Pooling and Administration Agreement in accordance with the terms thereof or by any obligor under a Third Party Instrument of its obligations under or in accordance with a Third Party Instrument, in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Trust Sale and Administration Agreement, the Pooling and Administration Agreement and any Third Party Instrument to the extent and in the manner directed by the CARAT Indenture Trustee, including the transmission of notices of default on the part of the Seller, the Trust Administrator, or any obligor under a Third Party Instrument thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Trust Administrator or any obligor under a Third Party Instrument of their respective obligations under the Trust Sale and Administration Agreement, the Pooling and Administration Agreement and any Third Party Instrument. (b) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone 35 (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller, the Trust Administrator or any obligor under a Third Party Instrument under or in connection with the Trust Sale and Administration Agreement, the Pooling and Administration Agreement or a Third Party Instrument, including the right or power to take any action to compel or secure performance or observance by the Seller or the Trust Administrator of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale and Administration Agreement, and any right of the Issuer to take such action shall be suspended. (c) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the CARAT 2007-SN1 Notes shall, exercise all rights, remedies, powers, privileges and claims of the Seller against GMAC under or in connection with the Pooling and Administration Agreement, including the right or power to take any action to compel or secure performance or observance by GMAC of each of its obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Pooling and Administration Agreement, and any right of the Seller to take such action shall be suspended. ARTICLE VI THE CARAT INDENTURE TRUSTEE Section 6.1 Duties of CARAT Indenture Trustee. (a) If a CARAT Event of Default has occurred and is continuing, the CARAT Indenture Trustee shall exercise the rights and powers vested in it by this CARAT Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of a CARAT Event of Default: (i) the CARAT Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this CARAT Indenture and the Trust Sale and Administration Agreement and no implied covenants or obligations shall be read into this CARAT Indenture, the Trust Sale and Administration Agreement or any other CARAT Basic Document against the CARAT Indenture Trustee; (ii) in the absence of bad faith on its part, the CARAT Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the CARAT Indenture Trustee and conforming to the requirements of this CARAT Indenture; provided, however, that the CARAT Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this CARAT Indenture. (c) The CARAT Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: 36 (i) this Section 6.1(c) does not limit the effect of Section 6.1(b); (ii) the CARAT Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the CARAT Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the CARAT Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this CARAT Indenture or any other CARAT Basic Document. (d) The CARAT Indenture Trustee shall not be liable for interest on any money received by it except as the CARAT Indenture Trustee may agree in writing with the Issuer. (e) Money held in trust by the CARAT Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this CARAT Indenture or the Trust Sale and Administration Agreement or the Trust Agreement. (f) No provision of this CARAT Indenture or any other CARAT Basic Document shall require the CARAT Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) Every provision of this CARAT Indenture and each other CARAT Basic Document relating to the CARAT Indenture Trustee shall be subject to the provisions of this Section 6.1 and the provisions of the TIA. (h) The CARAT Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any of the CARAT Basic Documents. (i) In no event shall the CARAT Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if the CARAT Indenture Trustee has been advised of the likelihood of such loss or damage. Section 6.2 Rights of CARAT Indenture Trustee. (a) The CARAT Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The CARAT Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the CARAT Indenture Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel. The CARAT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer's Certificate or Opinion of Counsel. 37 (c) The CARAT Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the CARAT Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The CARAT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the CARAT Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The CARAT Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this CARAT Indenture and the CARAT 2007-SN1 Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The CARAT Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this CARAT Indenture at the request or direction of any of the Holders pursuant to this CARAT Indenture, unless such Holders shall have offered to the CARAT Indenture Trustee security or indemnity satisfactory to the CARAT Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The CARAT Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the CARAT Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (h) The CARAT Indenture Trustee shall not be deemed to have notice of any Default, CARAT Event of Default or Trust Administrator Default unless a Responsible Officer of the CARAT Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the CARAT Indenture Trustee at the Corporate Trust Office of the CARAT Indenture Trustee, and such notice references the Securities and this CARAT Indenture. (i) The rights, privileges, protections, immunities and benefits given to the CARAT Indenture Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the CARAT Indenture Trustee in each of its capacities hereunder, including its capacity under Section 4.4 hereof, and in connection with the performance of any of its duties or obligations under any of the CARAT Basic Documents. Section 6.3 CARAT Indenture Trustee May Own CARAT 2007-SN1 Notes. The CARAT Indenture Trustee in its individual or any other capacity may become the owner or pledgee of CARAT 2007-SN1 Notes and may otherwise deal with the Issuer, the Trust Administrator or any of their respective Affiliates with the same rights it would have if it were 38 not CARAT Indenture Trustee; provided, however, that the CARAT Indenture Trustee shall comply with Sections 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. Section 6.4 CARAT Indenture Trustee's Disclaimer. The CARAT Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any CARAT Basic Document, including this CARAT Indenture or the CARAT 2007-SN1 Notes, it shall not be accountable for the Issuer's use of the proceeds from the CARAT 2007-SN1 Notes, and it shall not be responsible for any statement of the Issuer in the CARAT Indenture or in any document issued in connection with the sale of the CARAT 2007-SN1 Notes or in the CARAT 2007-SN1 Notes other than the CARAT Indenture Trustee's certificate of authentication. Section 6.5 Notice of Default. If a Default occurs and is continuing and if it is known to a Responsible Officer of the CARAT Indenture Trustee, the CARAT Indenture Trustee shall mail to each CARAT 2007-SN1 Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal or of interest on any CARAT 2007-SN1 Note, the CARAT Indenture Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interests of the CARAT 2007-SN1 Noteholders. Section 6.6 Reports by CARAT Indenture Trustee. (a) To the extent any CARAT 2007-SN1 Noteholder does not receive such information or documents directly, the CARAT Indenture Trustee shall deliver to each CARAT 2007-SN1 Noteholder the information and documents set forth in Article VII and, in addition, all such information with respect to the CARAT 2007-SN1 Notes as may be required to enable such Holder to prepare its federal and State income tax returns. (b) The Indenture Trustee shall: (i) deliver to CARI, the Owner Trustee and the Servicer a report of its assessment of compliance with the Servicing Criteria regarding general servicing, cash and collection administration, investor remittances and reporting, and pool asset administration during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act; (ii) cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to CARI, the Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in the Issuing Entity's 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to CARI and any other Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rule 13a-14(d) and Rule 15d- 39 14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or CARI with respect to this securitization transaction a certification substantially in the form attached hereto as Exhibit F or such form as mutually agreed upon by CARI and the Indenture Trustee; the Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is required to be filed by the Issuing Entity, beginning March 15, 2008. Section 6.7 Compensation; Indemnity. (a) The Issuer shall cause the Trust Administrator pursuant to Section 3.05 of the Pooling and Administration Agreement to pay to the CARAT Indenture Trustee from time to time reasonable compensation for its services. The CARAT Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Trust Administrator pursuant to Section 3.05 of the Pooling and Administration Agreement to reimburse the CARAT Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the CARAT Indenture Trustee's agents, external counsel, accountants and experts. The Issuer shall cause the Trust Administrator to indemnify the CARAT Indenture Trustee in accordance with Section 6.01 of the Trust Sale and Administration Agreement. (b) The Issuer's obligations to the CARAT Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this CARAT Indenture. When the CARAT Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or (f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law. Section 6.8 Replacement of CARAT Indenture Trustee. (a) The CARAT Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuer; provided, however, that no such resignation shall become effective and the CARAT Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in Outstanding Amount of the Controlling Class may remove the CARAT Indenture Trustee by so notifying the CARAT Indenture Trustee and may appoint a successor CARAT Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuer shall remove the CARAT Indenture Trustee if: (i) the CARAT Indenture Trustee fails to comply with Section 6.11; (ii) the CARAT Indenture Trustee is adjudged bankrupt or insolvent; 40 (iii) a receiver or other public officer takes charge of the CARAT Indenture Trustee or its property; or (iv) the CARAT Indenture Trustee otherwise becomes incapable of acting. (b) If the CARAT Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the CARAT Indenture Trustee for any reason (the CARAT Indenture Trustee in such event being referred to herein as the retiring CARAT Indenture Trustee), the Issuer shall promptly appoint and designate a successor CARAT Indenture Trustee. (c) A successor CARAT Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring CARAT Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring CARAT Indenture Trustee shall become effective, and the successor CARAT Indenture Trustee shall have all the rights, powers and duties of the CARAT Indenture Trustee under this CARAT Indenture. The successor CARAT Indenture Trustee shall mail a notice of its succession to CARAT 2007-SN1 Noteholders. The retiring CARAT Indenture Trustee shall promptly transfer all property held by it as CARAT Indenture Trustee to the successor CARAT Indenture Trustee. (d) If a successor CARAT Indenture Trustee does not take office within 60 days after the CARAT Indenture Trustee gives notice of its intent to resign or is removed, the retiring Trustee, the Issuer or the Holders of a majority of the Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment and designation of a successor CARAT Indenture Trustee. (e) If the CARAT Indenture Trustee fails to comply with Section 6.11, any CARAT 2007-SN1 Noteholder may petition any court of competent jurisdiction for the removal of the CARAT Indenture Trustee and the appointment of a successor CARAT Indenture Trustee. (f) Notwithstanding the replacement of the CARAT Indenture Trustee pursuant to this Section 6.8, the Issuer's obligations under Section 6.7 and the Trust Administrator's corresponding obligations under the Trust Sale and Administration Agreement and the Pooling and Administration Agreement shall continue for the benefit of the retiring CARAT Indenture Trustee. Section 6.9 Merger or Consolidation of CARAT Indenture Trustee. (a) Any corporation into which the CARAT Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the CARAT Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the CARAT Indenture Trustee, shall be the successor of the CARAT Indenture Trustee under this CARAT Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this CARAT Indenture, anything in this CARAT Indenture to the contrary notwithstanding. 41 (b) If at the time such successor or successors by merger or consolidation to the CARAT Indenture Trustee shall succeed to the trusts created by this CARAT Indenture, any of the CARAT 2007-SN1 Notes shall have been authenticated but not delivered, any such successor to the CARAT Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such CARAT 2007-SN1 Notes so authenticated, and in case at that time any of the CARAT 2007-SN1 Notes shall not have been authenticated, any successor to the CARAT Indenture Trustee may authenticate such CARAT 2007-SN1 Notes either in the name of any predecessor hereunder or in the name of the successor to the CARAT Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the CARAT 2007-SN1 Notes or herein with respect to the certificate of authentication of the CARAT Indenture Trustee. Section 6.10 Appointment of Co-CARAT Indenture Trustee or Separate CARAT Indenture Trustee. (a) Notwithstanding any other provisions of this CARAT Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the CARAT Trust Estate or any Vehicle may at the time be located, the CARAT Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the CARAT Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties and (only to the extent expressly provided herein) the CARAT 2007-SN1 Certificateholders, such title to the CARAT Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the CARAT Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to CARAT 2007-SN1 Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the CARAT Indenture Trustee shall be conferred or imposed upon and exercised or performed by the CARAT Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the CARAT Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the CARAT Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the CARAT Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the CARAT Indenture Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and 42 (iii) the CARAT Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee. (c) Any notice, request or other writing given to the CARAT Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this CARAT Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the CARAT Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this CARAT Indenture, specifically including every provision of this CARAT Indenture relating to the conduct of, affecting the liability of, or affording protection to, the CARAT Indenture Trustee. Every such instrument shall be filed with the CARAT Indenture Trustee. (d) Any separate trustee or co-trustee may at any time appoint the CARAT Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this CARAT Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the CARAT Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Section 6.11 Eligibility; Disqualification. The CARAT Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a). The CARAT Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by Moody's) it shall have a long term unsecured debt rating of Baa3 or better by Moody's. The CARAT Indenture Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. Section 6.12 Preferential Collection of Claims Against Issuer. The CARAT Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. Section 6.13 Representations and Warranties of CARAT Indenture Trustee. The CARAT Indenture Trustee represents and warrants as of the Series 2007-SN1 Closing Date that: (a) the CARAT Indenture Trustee (i) is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and (ii) satisfies the eligibility criteria set forth in Section 6.11; (b) the CARAT Indenture Trustee has full power, authority and legal right to execute, deliver and perform this CARAT Indenture and any other CARAT Basic Document to which it is a party, and has taken all necessary action to authorize the execution, delivery and 43 performance by it of this CARAT Indenture and any other CARAT Basic Document to which it is a party; (c) the execution, delivery and performance by the CARAT Indenture Trustee of this CARAT Indenture and any other CARAT Basic Document to which it is a party (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the CARAT Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the CARAT Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the CARAT Indenture Trustee, or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the CARAT Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the CARAT Indenture Trustee's performance or ability to perform its duties under this CARAT Indenture and any other CARAT Basic Document to which it is a party or on the transactions contemplated hereunder and thereunder; (d) the execution, delivery and performance by the CARAT Indenture Trustee of this CARAT Indenture and any other CARAT Basic Document to which it is a party shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the CARAT Indenture Trustee; and (e) this CARAT Indenture and any other CARAT Basic Document to which it is a party has been duly executed and delivered by the CARAT Indenture Trustee and constitutes the legal, valid and binding agreement of the CARAT Indenture Trustee, enforceable in accordance with its terms. Section 6.14 CARAT Indenture Trustee May Enforce Claims Without Possession of CARAT 2007-SN1 Notes. All rights of action and claims under this CARAT Indenture or the CARAT 2007-SN1 Notes may be prosecuted and enforced by the CARAT Indenture Trustee without the possession of any of the CARAT 2007-SN1 Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the CARAT Indenture Trustee shall be brought in its own name as CARAT Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the CARAT Indenture Trustee, its agents and counsel, be for the ratable benefit of the CARAT 2007-SN1 Noteholders and (only to the extent expressly provided herein) the CARAT 2007-SN1 Certificateholders in respect of which such judgment has been obtained. Section 6.15 Suit for Enforcement. If a CARAT Event of Default shall occur and be continuing, the CARAT Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the CARAT 2007-SN1 Noteholders under this CARAT Indenture by Proceeding whether for the specific performance of any covenant or agreement contained in this CARAT Indenture or in aid of the execution of any power granted in this CARAT Indenture or for the enforcement of any other legal, equitable or other remedy as the CARAT Indenture Trustee, being advised by counsel, shall deem necessary 44 to protect and enforce any of the rights of the CARAT Indenture Trustee or the CARAT 2007-SN1 Noteholders. Section 6.16 Rights of CARAT 2007-SN1 Noteholders to Direct CARAT Indenture Trustee. The Holders of CARAT 2007-SN1 Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the CARAT Indenture Trustee or exercising any trust or power conferred on the CARAT Indenture Trustee, including any remedy, trust or power of the CARAT Indenture Trustee as the Holder of the COLT 2007-SN1 Secured Notes; provided, however, that subject to Section 6.1, the CARAT Indenture Trustee shall have the right to decline to follow any such direction if the CARAT Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the CARAT Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability; and provided, further, that nothing in this CARAT Indenture shall impair the right of the CARAT Indenture Trustee to take any action deemed proper by the CARAT Indenture Trustee and which is not inconsistent with such direction by the CARAT 2007-SN1 Noteholders. Section 6.17 Notification of CARAT 2007-SN1 Noteholders Regarding Certain COLT Events; Waivers of Past Defaults; Amendments and Other Actions. (a) Upon any Event of Default under the COLT 2007-SN1 Secured Notes pursuant to the COLT Indenture or any Servicer Default pursuant to the COLT Servicing Agreement of which a Responsible Officer of the CARAT Indenture Trustee has actual knowledge, the CARAT Indenture Trustee shall give prompt written notice thereof to the CARAT 2007-SN1 Noteholders. (b) Noteholders whose CARAT 2007-SN1 Notes evidence a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if all of the Notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms), CARAT 2007-SN1 Certificateholders whose CARAT 2007-SN1 Certificates evidence not less than a majority of the Voting Interests (as of the close of the preceding Distribution Date) may, on behalf of all CARAT 2007-SN1 Noteholders and CARAT 2007-SN1 Certificateholders, instruct the CARAT Indenture Trustee as Holder of the COLT 2007-SN1 Secured Notes (i) to waive any default by COLT, the Servicer or any other party to the COLT 2007-SN1 Basic Documents in the performance of its obligations under any applicable COLT 2007-SN1 Basic Document and its consequences, except a default in making any required deposits to or payments from any of the accounts in accordance with this Agreement, (ii) to enter into any amendment, supplement, waiver or other understanding with respect to the COLT 2007-SN1 Basic Documents or (iii) to take any other action so directed by such Controlling Class or such Certificateholders, as applicable. (c) Notwithstanding Section 6.17(b), in the event that a waiver, amendment, supplement, or action under a COLT Basic Document requires the consent or approval of a supermajority (such as 66-2/3 percent) or all of the Holders of the COLT 2007-SN1 Secured Notes, then the consent of a like percentage of CARAT 2007-SN1 Noteholders shall be required to take such action or execute such waiver, amendment or supplement. 45 ARTICLE VII CARAT NOTEHOLDERS' LISTS AND REPORTS Section 7.1 Issuer To Furnish CARAT Indenture Trustee Names and Addresses of CARAT 2007-SN1 Noteholders. The Issuer shall furnish or cause to be furnished by the Trust Administrator to the CARAT Indenture Trustee (a) not more than five days before each Distribution Date a list, in such form as the CARAT Indenture Trustee may reasonably require, of the names and addresses of the Holders of CARAT 2007-SN1 Notes as of the close of business on the related Record Date, and (b) at such other times as the CARAT Indenture Trustee may request in writing, within 14 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the CARAT Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. Section 7.2 Preservation of Information, Communications to CARAT 2007-SN1 Noteholders. (a) The CARAT Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of CARAT 2007-SN1 Notes contained in the most recent list furnished to the CARAT Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of CARAT 2007-SN1 Notes received by the CARAT Indenture Trustee in its capacity as Note Registrar. The CARAT Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. (b) CARAT 2007-SN1 Noteholders may communicate pursuant to TIA Section 312(b) with other CARAT 2007-SN1 Noteholders with respect to their rights under this CARAT Indenture or under the CARAT 2007-SN1 Notes. (c) The Issuer, the CARAT Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c) Section 7.3 Reports by Issuer. (a) The Issuer shall: (i) deliver to the CARAT Indenture Trustee, within fifteen (15) days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB; (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of such year. (i) deliver to the CARAT Indenture Trustee and file with the Commission in accordance with rules and regulations prescribed from time to time by the 46 Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this CARAT Indenture as may be required from time to time by such rules and regulations; and (ii) supply to the CARAT Indenture Trustee (and the CARAT Indenture Trustee shall transmit by mail to all CARAT 2007-SN1 Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission. Section 7.4 Reports by CARAT Indenture Trustee. (a) Solely to the extent required by TIA Section 313(a),within 60 days after each August 15th, beginning with August 15, 2007, the CARAT Indenture Trustee shall mail to each CARAT 2007-SN1 Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The CARAT Indenture Trustee also shall comply with TIA Section 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to CARAT 2007-SN1 Noteholders, be filed by the CARAT Indenture Trustee with the Commission and each stock exchange, if any, on which the CARAT 2007-SN1 Notes are listed. The Issuer shall notify the CARAT Indenture Trustee if and when the CARAT 2007-SN1 Notes are listed on any stock exchange. (b) On each Distribution Date the CARAT Indenture Trustee shall include with each payment to each CARAT 2007-SN1 Noteholder a copy of the statement for the related Monthly Period or Periods applicable to such Distribution Date as required pursuant to Section 4.07 of the Trust Sale and Administration Agreement. ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES Section 8.1 Collection of Money. Except as otherwise expressly provided herein, the CARAT Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the CARAT Indenture Trustee pursuant to this CARAT Indenture and the Trust Sale and Administration Agreement. The CARAT Indenture Trustee shall apply all such money received by it as provided in this CARAT Indenture. Except as otherwise expressly provided in this CARAT Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the CARAT Trust Estate, the CARAT Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or CARAT Event of Default under this CARAT Indenture and any right to proceed thereafter as provided in Article V. Section 8.2 Designated Accounts; Payments. (a) On or prior to the Series 2007-SN1 Closing Date, the Issuer shall cause the Trust Administrator to establish and maintain, in the name of the CARAT Indenture Trustee for 47 the benefit of the Financial Parties, the Designated Accounts as provided in Articles IV and V of the Trust Sale and Administration Agreement. (b) On or before each Distribution Date, (i) amounts shall be deposited in the CARAT Collection Account as provided in Section 4.05 of the Trust Sale and Administration Agreement, (ii) the Aggregate Noteholders' Interest Distributable Amount and the Aggregate Noteholders' Principal Distributable Amount shall be transferred from the CARAT Collection Account to the Note Distribution Account and (iii) amounts, if any, due to the Swap Counterparty shall be transferred from the CARAT Collection Account to the Swap Counterparty, in each case, as and to the extent provided in Section 4.05 of the Trust Sale and Administration Agreement. (c) On each Distribution Date, the CARAT Indenture Trustee shall apply and, as required, distribute to the CARAT 2007-SN1 Noteholders all amounts on deposit in the Note Distribution Account (subject to the Trust Administrator's rights under Section 5.02 of the Trust Sale and Administration Agreement to Investment Earnings and based on the Trust Administrator's Accounting delivered on the related Determination Date pursuant to Section 3.06 of the Pooling and Administration Agreement) in the following order of priority and in the amounts determined as described below: (i) On each Distribution Date, except as otherwise provided in clause (iii) below, the amount deposited in the Note Distribution Account in respect of interest on the CARAT 2007-SN1 Notes shall be applied in the following order of priority, to the extent of remaining funds after all earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of CARAT 2007-SN1 Notes of each applicable class: (A) the Aggregate Class A Interest Distributable Amount and any swap termination payments due on a Third Party Instrument related to the Class A Notes that are Floating Rate Notes shall be paid to the holders of the Class A Notes and the holders of the Third Party Instrument respectively, allocated ratably between the Aggregate Class A Interest Distributable Amount and the swap termination amounts in proportion to their respective amounts; (B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes; (C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; (D) the Aggregate Class D Interest Distributable Amount shall be paid to the Holders of the Class D Notes. provided, however, that if there are not sufficient funds to so pay the entire amount specified in any of the foregoing priorities for a particular class of CARAT 2007-SN1 Notes and the swap termination payments, then the amount available for such class of CARAT 2007-SN1 Notes and the swap termination payments shall be paid to the Holders and payees thereof ratably on the 48 basis of the total amount of accrued and unpaid interest and the swap termination payments owing to each such Holder and payee. (ii) Unless otherwise provided in clause (iii) below, an amount equal to the Aggregate Noteholders' Principal Distributable Amount (or such lesser amount as has been deposited in the Note Distribution Account pursuant to Section 4.05(c) of the Trust Sale and Administration Agreement with respect to payments of principal) shall be applied to each class of CARAT 2007-SN1 Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such class of CARAT 2007-SN1 Notes: (A) to the Class A-1 Notes, until the Outstanding Amounts of the Class A-1 Notes is reduced to zero; (B) to the Class A-2a Notes and the Class A-2b Notes, ratably in accordance with the Note Principal Balance of the Class A-2a Notes and the Class A-2b Notes, until the Outstanding Amounts of the Class A-2a Notes and the Class A-2b Notes are reduced to zero; (C) to the Class A-3 Notes, until the Outstanding Amounts of the Class A-3 Notes are reduced to zero; (D) to the Class A-4a Notes and the Class A-4b Notes, ratably in accordance with the Note Principal Balance of the Class A-4a Notes and the Class A-4b Notes, until the Outstanding Amounts of the Class A-4a Notes and the Class A-4b Notes are reduced to zero; (E) to the Class B Notes, until the Outstanding Amounts of the Class B Notes are reduced to zero; (F) to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to zero; and (G) to the Class D Notes, until the Outstanding Amounts of the Class D Notes are reduced to zero. (iii) If the CARAT 2007-SN1 Notes have been declared immediately due and payable following a CARAT Event of Default as provided in Section 5.2, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), any amounts deposited in the Note Distribution Account shall be applied in accordance with Section 2.7(c). Section 8.3 General Provisions Regarding Accounts. (a) So long as no Default or CARAT Event of Default shall have occurred and be continuing, all or a portion of the funds in the Designated Accounts shall be invested in Eligible Investments and reinvested by the CARAT Indenture Trustee upon Issuer Order, subject to the provisions of Section 5.01(b) of the Trust Sale and Administration Agreement. The Issuer shall not direct the CARAT Indenture Trustee to make any investment of any funds or to sell any 49 investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the CARAT Indenture Trustee to make any such investment or sale, if requested by the CARAT Indenture Trustee, the Issuer shall deliver to the CARAT Indenture Trustee an Opinion of Counsel acceptable to the CARAT Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the CARAT Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except as an obligor for losses attributable to the CARAT Indenture Trustee's failure to make payments on such Eligible Investments issued by the CARAT Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) the Issuer shall have failed to give written investment directions for any funds on deposit in the Designated Accounts to the CARAT Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Issuer and the CARAT Indenture Trustee) on any Business Day; or (ii) a Default or CARAT Event of Default shall have occurred and be continuing with respect to the CARAT 2007-SN1 Notes but the CARAT 2007-SN1 Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such CARAT 2007-SN1 Notes shall have been declared due and payable following a CARAT Event of Default, but amounts collected or receivable from the CARAT Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the CARAT Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in "BNY-Hamilton MMF Instit # 746." Section 8.4 Release of CARAT Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the CARAT Indenture Trustee may, and when required by the provisions of this CARAT Indenture shall, execute instruments to release property from the Lien of this CARAT Indenture, or convey the CARAT Indenture Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of this CARAT Indenture. No party relying upon an instrument executed by the CARAT Indenture Trustee as provided in this Article VIII shall be bound to ascertain the CARAT Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The CARAT Indenture Trustee shall, at such time as there are no CARAT 2007-SN1 Notes Outstanding and all sums due to the CARAT Indenture Trustee pursuant to Section 6.7 have been paid and all amounts owing under each Third Party Instrument have been paid, release any remaining portion of the CARAT Trust Estate that secured the CARAT 2007-SN1 Notes and the other Secured Obligations from the Lien of this CARAT Indenture and, where any such portion of the CARAT Trust Estate is registered in the name of the CARAT Indenture Trustee, re-convey such property, and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Designated Accounts. The CARAT Indenture Trustee shall release property from the Lien of this CARAT Indenture pursuant to this Section 8.4(b) only upon receipt by it of an Issuer Request and an Officer's Certificate, an Opinion of Counsel 50 and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1. Section 8.5 Opinion of Counsel. The CARAT Indenture Trustee shall receive at least seven days' notice when requested by the Issuer to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the CARAT Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the CARAT Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the Secured Obligations or the rights of the Secured Parties in contravention of the provisions of this CARAT Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the CARAT Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the CARAT Indenture Trustee in connection with any such action. ARTICLE IX SUPPLEMENTAL INDENTURES Section 9.1 Supplemental Indentures Without Consent of CARAT 2007-SN1 Noteholders. (a) Without the consent of the Holders of any CARAT 2007-SN1 Notes but with prior notice to the Rating Agencies, the Issuer and the CARAT Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the CARAT Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the Lien of this CARAT Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this CARAT Indenture, or to subject to additional property to the Lien of this CARAT Indenture; (ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the CARAT 2007-SN1 Notes contained; (iii) to add to the covenants of the Issuer, for the benefit of the Securityholders or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the CARAT Indenture Trustee; 51 (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any other CARAT Basic Document; or (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the CARAT 2007-SN1 Notes and to add to or change any of the provisions of this CARAT Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI. (vii) to modify, eliminate or add to the provisions of this CARAT Indenture to such extent as shall be necessary to effect the qualification of this CARAT Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this CARAT Indenture such other provisions as may be expressly required by the TIA, and the CARAT Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the CARAT Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the CARAT 2007-SN1 Noteholders but with prior notice to the Rating Agencies at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this CARAT Indenture or modifying in any manner the rights of the CARAT 2007-SN1 Noteholders under this CARAT Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any CARAT 2007-SN1 Noteholder. Section 9.2 Supplemental Indentures With Consent of CARAT 2007-SN1 Noteholders. (a) The Issuer and the CARAT Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class, by Act of such Holders delivered to the Issuer and the CARAT Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this CARAT Indenture or of modifying in any manner the rights of the CARAT 2007-SN1 Noteholders under this CARAT Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding CARAT 2007-SN1 Note affected thereby: (i) change the due date of any instalment of principal of or interest on any CARAT 2007-SN1 Note, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any CARAT 2007-SN1 Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this CARAT Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of 52 any such amount due on the CARAT 2007-SN1 Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (ii) reduce the percentage of the Outstanding Amount of the Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this CARAT Indenture or certain defaults hereunder and their consequences as provided for in this CARAT Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the CARAT 2007-SN1 Notes required to direct the CARAT Indenture Trustee to sell or liquidate the CARAT Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding CARAT 2007-SN1 Notes; (v) modify any provision of this Section 9.2 to decrease the required minimum percentage necessary to approve any amendments to any provisions of this CARAT Indenture or any of the other CARAT Basic Documents; (vi) modify any of the provisions of this CARAT Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any CARAT 2007-SN1 Note on any Distribution Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of the CARAT Indenture regarding the voting of CARAT 2007-SN1 Notes held by the Issuer, the Seller or any Affiliate of either of them; or (vii) permit the creation of any Lien (other than tax liens and any other Liens that attach by operation of law) ranking prior to or on a parity with the Lien of this CARAT Indenture with respect to any part of the CARAT Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this CARAT Indenture on any property at any time subject thereto or deprive the Holder of any CARAT 2007-SN1 Note of the security afforded by the Lien of this CARAT Indenture. (b) The CARAT Indenture Trustee may in its discretion determine whether or not any CARAT 2007-SN1 Notes would be affected (such that the consent of each CARAT 2007-SN1 Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be binding upon the Holders of all CARAT 2007-SN1 Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The CARAT Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall be sufficient if an Act of CARAT 2007-SN1 Noteholders approves the substance, but not the form, of any proposed supplemental indenture. 53 (d) Promptly after the execution by the Issuer and the CARAT Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the CARAT Indenture Trustee shall mail to the CARAT 2007-SN1 Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the CARAT Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Section 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this CARAT Indenture, the CARAT Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this CARAT Indenture. The CARAT Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the CARAT Indenture Trustee's own rights, duties, liabilities or immunities under this CARAT Indenture or otherwise. Section 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this CARAT Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the CARAT 2007-SN1 Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this CARAT Indenture of the CARAT Indenture Trustee, the Issuer and the CARAT 2007-SN1 Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this CARAT Indenture for any and all purposes. Section 9.5 Conformity with Trust Indenture Act. Every amendment of this CARAT Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this CARAT Indenture shall then be qualified under the TIA. Section 9.6 Reference in CARAT 2007-SN1 Notes to Supplemental Indentures. CARAT 2007-SN1 Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the CARAT Indenture Trustee shall, bear a notation in form approved by the CARAT Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the CARAT Indenture Trustee shall so determine, new CARAT 2007-SN1 Notes so modified as to conform, in the opinion of the CARAT Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the CARAT Indenture Trustee in exchange for Outstanding CARAT 2007-SN1 Notes of the same class. 54 ARTICLE X REDEMPTION OF CARAT NOTES Section 10.1 Redemption. The CARAT 2007-SN1 Notes are subject to redemption in whole, but not in part, upon the exercise by the Seller of its option to purchase the COLT 2007-SN1 Secured Notes pursuant to Section 8.01 of the Trust Sale and Administration Agreement. The Distribution Date on which such redemption shall occur is the Optional Purchase Date identified by Seller in its notice of exercise of such purchase option (the "Redemption Date"). The purchase price for the CARAT 2007-SN1 Notes shall be equal to the applicable Redemption Price; provided, that, the Issuer has available funds sufficient to pay such amount. The Trust Administrator or the Issuer shall furnish the Rating Agencies notice of such redemption. If the CARAT 2007-SN1 Notes are to be redeemed pursuant to this Section 10.1, the Trust Administrator or the Issuer shall furnish notice thereof to the CARAT Indenture Trustee not later than 25 days prior to the Redemption Date and the CARAT Indenture Trustee (based on such notice) shall withdraw from the CARAT Collection Account and deposit into the Note Distribution Account, on the Redemption Date, the aggregate Redemption Price of the CARAT 2007-SN1 Notes, whereupon all such CARAT 2007-SN1 Notes shall be due and payable on the Redemption Date. Section 10.2 Form of Redemption Notice. Notice of redemption of the CARAT 2007-SN1 Notes under Section 10.1 shall be given by the CARAT Indenture Trustee by first-class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each CARAT 2007-SN1 Noteholder of record at such CARAT 2007-SN1 Noteholder's address appearing in the Note Register. (a) All notices of redemption shall state: (i) the Redemption Date; (ii) the applicable Redemption Price; and (iii) the place where CARAT 2007-SN1 Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency Office of the Issuer to be maintained as provided in Section 3.2). (b) Notice of redemption of the CARAT 2007-SN1 Notes shall be given by the CARAT Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any CARAT 2007-SN1 Note shall not impair or affect the validity of the redemption of any other CARAT 2007-SN1 Note. Section 10.3 CARAT 2007-SN1 Notes Payable on Redemption Date. The Notes shall, following notice of redemption as required by Section 10.2, on the Redemption Date cease to be Outstanding for purposes of this CARAT Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuer shall default in the payment of such Redemption Price) no interest shall accrue on such 55 Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price. ARTICLE XI MISCELLANEOUS Section 11.1 Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the CARAT Indenture Trustee to take any action under any provision of this CARAT Indenture, the Issuer shall furnish to the CARAT Indenture Trustee: (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this CARAT Indenture relating to the proposed action have been complied with (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this CARAT Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this CARAT Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) (i) Prior to the deposit with the CARAT Indenture Trustee of any Collateral or other property (such as securities) that is to be made the basis for the release of any property (such as securities) subject to the Lien of this CARAT Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this CARAT Indenture, furnish to the CARAT Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property (such as securities) to be so deposited. (ii) Whenever the Issuer is required to furnish to the CARAT Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the Issuer shall also deliver to the CARAT 56 \ Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the Collateral and other property (such as securities) to be so deposited as the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (b)(i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the CARAT 2007-SN1 Notes, but such a certificate need not be furnished with respect to any securities or other property so deposited, if the fair value thereof to the Issuer as set forth in the related Officer's Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the CARAT 2007-SN1 Notes. (iii) Other than with respect to the release of any Warranty Secured Notes or Administrative Secured Notes, whenever any property or securities are to be released from the Lien of this CARAT Indenture, the Issuer shall also furnish to the CARAT Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this CARAT Indenture in contravention of the provisions of this CARAT Indenture. (iv) Whenever the Issuer is required to furnish to the CARAT Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuer shall also furnish to the CARAT Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Warranty Secured Notes and Administrative Secured Notes, proposed to be released from the Lien of this CARAT Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the CARAT 2007-SN1 Notes, but such a certificate need not be furnished with respect to any release of securities or other property proposed to be released if the fair value of the securities or other property proposed to be released as set forth in the related Officer's Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the CARAT 2007-SN1 Notes. (v) Notwithstanding Section 2.9 or any other provision of this Section 11.1, the Issuer may (A) collect, liquidate, sell or otherwise dispose of COLT 2007-SN1 Secured Notes as and to the extent permitted or required by the CARAT Basic Documents, (B) make cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the CARAT Basic Documents and (C) take any other action not inconsistent with the TIA. Section 11.2 Form of Documents Delivered to CARAT Indenture Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 57 (b) Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that any certificate, opinion or representation with respect to the matters upon which his certificate or opinion is based is erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Trust Administrator, the Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Trust Administrator, the Seller or the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this CARAT Indenture, they may, but need not, be consolidated and form one instrument. (d) Whenever in this CARAT Indenture, in connection with any application or certificate or report to the CARAT Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the CARAT Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI. Section 11.3 Acts of CARAT 2007-SN1 Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this CARAT Indenture to be given or taken by CARAT 2007-SN1 Noteholders or a class of CARAT 2007-SN1 Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such CARAT 2007-SN1 Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the CARAT Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the CARAT 2007-SN1 Noteholders, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this CARAT Indenture and (subject to Section 6.1) conclusive in favor of the CARAT Indenture Trustee and the Issuer, if made in the manner provided in this Section 11.3. (b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the CARAT Indenture Trustee deems sufficient. 58 (c) The ownership of CARAT 2007-SN1 Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any CARAT 2007-SN1 Notes (or any one or more Predecessor CARAT 2007-SN1 Notes) shall bind the Holder of every CARAT 2007-SN1 Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the CARAT Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such CARAT 2007-SN1 Note. Section 11.4 Notices, etc., to CARAT Indenture Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of CARAT 2007-SN1 Noteholders or other documents provided or permitted by this CARAT Indenture to be made upon, given or furnished to or filed with: (a) the CARAT Indenture Trustee by any CARAT 2007-SN1 Noteholder or by the Issuer shall be made, given, furnished or filed in writing to or with the CARAT Indenture Trustee at its Corporate Trust Office; or (b) the Issuer by the CARAT Indenture Trustee or any CARAT 2007-SN1 Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Issuer and the CARAT Owner Trustee each at the address specified in Appendix B to the Trust Sale and Administration Agreement. The Issuer shall promptly transmit any notice received by it from the CARAT 2007-SN1 Noteholders to the CARAT Indenture Trustee. The CARAT Indenture Trustee shall likewise promptly transmit any notice received by it from the CARAT 2007-SN1 Noteholders to the Issuer. (c) Notices required to be given to the Rating Agencies by the Issuer and the CARAT Indenture Trustee or the CARAT Owner Trustee shall be delivered as specified in Appendix B to the Trust Sale and Administration Agreement. Section 11.5 Notices to CARAT 2007-SN1 Noteholders; Waiver. (a) Where this CARAT Indenture provides for notice to the CARAT 2007-SN1 Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each CARAT 2007-SN1 Noteholder affected by such event, at such Person's address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to CARAT 2007-SN1 Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular CARAT 2007-SN1 Noteholder shall affect the sufficiency of such notice with respect to other CARAT 2007-SN1 Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. 59 (b) Where this CARAT Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by CARAT 2007-SN1 Noteholders shall be filed with the CARAT Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of CARAT 2007-SN1 Noteholders when such notice is required to be given pursuant to any provision of this CARAT Indenture, then any manner of giving such notice as shall be satisfactory to the CARAT Indenture Trustee shall be deemed to be a sufficient giving of such notice. (d) Where this CARAT Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a CARAT Event of Default. Section 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this CARAT Indenture or any of the CARAT 2007-SN1 Notes to the contrary, the Issuer may enter into any agreement with any Holder of a CARAT 2007-SN1 Note providing for a method of payment, or notice by the CARAT Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this CARAT Indenture for such payments or notices. The Issuer shall furnish to the CARAT Indenture Trustee a copy of each such agreement and the CARAT Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements and at the expense of the Issuer. Section 11.7 Conflict with Trust Indenture Act. (a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this CARAT Indenture by any of the provisions of the TIA, such required provision shall control. (b) The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this CARAT Indenture) are a part of and govern this CARAT Indenture, whether or not physically contained herein. Section 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 11.9 Successors and Assigns. (a) All covenants and agreements in this CARAT Indenture and the CARAT 2007-SN1 Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. 60 (b) All covenants and agreements of the CARAT Indenture Trustee in this CARAT Indenture shall bind its successors and assigns, whether so expressed or not. Section 11.10 Severability. In case any provision in this CARAT Indenture or in the CARAT 2007-SN1 Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11.11 Benefits of CARAT Indenture. Nothing in this CARAT Indenture or in the CARAT 2007-SN1 Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the CARAT 2007-SN1 Noteholders, the CARAT 2007-SN1 Certificateholders, any other party secured hereunder, any other Person with an ownership interest in any part of the CARAT Trust Estate and any holder of a Third Party Instrument, any benefit or any legal or equitable right, remedy or claim under this CARAT Indenture. The holder of a Third Party Instrument shall be a third-party beneficiary to this CARAT Indenture only to the extent that it has any rights specified herein or rights with respect to this CARAT Indenture specified under the Swap Counterparty Rights Agreement. Section 11.12 Legal Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the CARAT 2007-SN1 Notes or this CARAT Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. Section 11.13 GOVERNING LAW. THIS CARAT INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS CARAT INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 11.14 Counterparts. This CARAT Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 61 Section 11.15 Recording of CARAT Indenture. If this CARAT Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the CARAT Indenture Trustee or any other counsel reasonably acceptable to the CARAT Indenture Trustee) to the effect that such recording is necessary either for the protection of the CARAT 2007-SN1 Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the CARAT Indenture Trustee under this CARAT Indenture. Section 11.16 No Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 2007-SN1 Notes or under this CARAT Indenture or any certificate or other writing delivered in connection herewith or therewith, against: (a) the CARAT Indenture Trustee or the CARAT Owner Trustee in its individual capacity; (b) the Seller or any other owner of a beneficial interest in the Issuer; or (c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the CARAT Indenture Trustee or the CARAT Owner Trustee in its individual capacity, the Seller or any other holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in its individual capacity (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the CARAT Indenture Trustee and the CARAT Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. For all purposes of this CARAT Indenture, in the performance of any duties or obligations of the Issuer hereunder, the CARAT Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement. Section 11.17 No Petition. The CARAT Indenture Trustee, by entering into this CARAT Indenture, and each CARAT 2007-SN1 Noteholder and Note Owner, by accepting a CARAT 2007-SN1 Note (or interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of this CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer, that it will not look to property or assets of 62 the Seller in respect to such obligations, that such obligations shall not constitute a claim against the Seller in respect to such obligations, and that such obligations shall not constitute a claim against the Issuer in the event that the Issuer's assets are insufficient to pay in full such obligations, in each case for one year and one day after all CARAT 2007-SN1 Notes are paid in full. Section 11.18 Inspection. The Issuer agrees that, on reasonable prior notice, it shall permit any representative of the CARAT Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The CARAT Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the CARAT Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Section 11.19 Indemnification by and Reimbursement of the Trust Administrator. The CARAT Indenture Trustee acknowledges and agrees to reimburse (i) the Trust Administrator and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Trust Sale and Administration Agreement and (ii) the Seller and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale and Administration Agreement. The CARAT Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Trust Administrator's obligation to indemnify, defend and hold the CARAT Indenture Trustee harmless as set forth in Section 6.01(a) of the Trust Sale and Administration Agreement. 63 IN WITNESS WHEREOF, the Issuer and the CARAT Indenture Trustee have caused this CARAT Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as CARAT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as CARAT Indenture Trustee, By: /s/ Keith Richardson ------------------------------------ Name: Keith Richardson Title: Vice President STATE OF NEW YORK ) ) ss COUNTY OF BRONX ) BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared Jenna Kaufman and Aranka Paul, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Capital Auto Receivables Asset Trust 2007-SN1, a Delaware statutory trust, and that she executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 7th day of June, 2007. Notary Public in and for the State of New York /s/ Winsome Ferguson - ------------------------------------- Notary Public My commission expires: March 3, 2011 STATE OF ILLINOIS ) ) ss COUNTY OF COOK ) BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared Keith Richardson, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said The Bank of New York Trust Company, N.A., a national banking association, and that he executed the same as the act of said national banking association for the purpose and consideration therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 7th day of June, 2007. Notary Public in and for the State of Illinois /s/ T. Muzquiz - ------------------------------------- Notary Public My commission expires: July 29, 2009 66 EXHIBIT A LOCATION OF SCHEDULE OF COLT 2007-SN1 SECURED NOTES The Schedule of COLT 2007-SN1 Secured Notes is on file at the offices of: 1. The CARAT Indenture Trustee 2. The CARAT Owner Trustee 3. The COLT Indenture Trustee 4. GMAC LLC 5. Capital Auto Receivables LLC A-1 EXHIBIT B FORM OF NOTE DEPOSITORY AGREEMENT FOR THE OFFERED NOTES [See Tab [__]] B-1 EXHIBIT C-1 FORM OF CLASS [CLASS A-2A] [CLASS A-3A] [CLASS B] [CLASS C] [CLASS D] FIXED RATE ASSET BACKED NOTE REGISTERED $[______] No. R-[__] Interest Rate [___] % per annum SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. [_____] UNLESS THIS [CLASS A-2A] [CLASS A-3A] [CLASS B] [CLASS C] [CLASS D] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [CLASS A-2A] [CLASS A-3A] [CLASS B] [CLASS C] [CLASS D] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS [CLASS A-2A] [CLASS A-3A] [CLASS B] [CLASS C] [CLASS D] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-2A] [CLASS A-3A] [CLASS B] [CLASS C] [CLASS D] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 [CLASS A-2A] [CLASS A-3A] [CLASS B] [CLASS C] [CLASS D] _____% ASSET BACKED NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuing Entity"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of C-1-1 __________ DOLLARS ($__________) or such lesser outstanding amount as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for such [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on __________ (the "Final Scheduled Distribution Date") unless the Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the initial Distribution Date, a 61 day period). Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. C-1-2 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Dated: June 7, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ C-1-3 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designed above and referred to in the within-mentioned Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-1-4 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 [CLASS A-2A] [CLASS A-3A] [CLASS B] [CLASS C] [CLASS D] FIXED RATE ASSET BACKED NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of __________ DOLLARS ($__________) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 2007-SN1 Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for such [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note shall be due and payable on [____] (the "Final Scheduled Distribution Date"), unless this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note is paid or made available for payment on the principal amount of this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the first Distribution Date, the outstanding principal balance on the Series 2007-SN1 Closing Date)). Interest on the [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes will accrue from and including the Series 2007-SN1 Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 2007-SN1 Noteholders' Note Class Interest Distributable Amount for such Distribution Date for the [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes. Interest will be computed on the basis of a 360-day year of twelve 30-day months (or, in the case of the first Distribution Date, [61/360). Such principal of and interest on this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note on any Distribution Date shall be made pro rata to the [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Noteholders entitled thereto. The principal of and interest on this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note shall be applied first to interest due and payable on this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note as provided above and then to the unpaid principal of this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note. C-1-5 Reference is made to the further provisions of this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note. Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Date: __________, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ By: --------------------------------------- Name: ------------------------------------- Title: ------------------------------------ C-1-6 CARAT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the CARAT 2007-SN1 Notes designated above and referred to in the within-mentioned CARAT Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as CARAT Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-1-7 REVERSE OF NOTE This CARAT 2007-SN1 Note is one of a duly authorized issue of CARAT 2007-SN1 Notes of the Issuer, designated as its [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Fixed Rate Asset Backed Notes (herein called the "[Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes"), all issued under a CARAT Indenture, dated as of June 7, 2007 (such CARAT Indenture, as supplemented or amended, is herein called the "CARAT Indenture"), between the Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "CARAT Indenture Trustee", which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders. The [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes are one of several duly authorized classes of CARAT 2007-SN1 Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 2007-SN1 Notes of all such classes, the "CARAT 2007-SN1 Notes"). The CARAT 2007-SN1 Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 2007-SN1 Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 2007-SN1 Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. The [Class A-2a] [Class A-3a] [Class B] [Class C] [Class D] Notes and all other CARAT 2007-SN1 Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. By acquiring a CARAT 2007-SN1 Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii) a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), (iii) an entity whose underlying assets include plan assets by reason of an employee benefit plan's or a plan's investment in the entity or (iv) other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (B) the acquisition, holding and disposition of the CARAT 2007-SN1 Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 2007-SN1 Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, C-1-8 any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 2007-SN1 Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, expresses its intention that this CARAT 2007-SN1 Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 2007-SN1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. Prior to the due presentment for registration of transfer of this CARAT 2007-SN1 Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 2007-SN1 Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 2007-SN1 Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 2007-SN1 Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 2007-SN1 Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 2007-SN1 Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all CARAT 2007-SN1 Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 2007-SN1 Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 2007-SN1 Note and of any CARAT 2007-SN1 Note issued upon the registration of transfer hereof or in C-1-9 exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 2007-SN1 Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the CARAT 2007-SN1 Noteholders. The term "Issuer" as used in this CARAT 2007-SN1 Note includes any successor to the Issuer under the CARAT Indenture. The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 2007-SN1 Notes under the CARAT Indenture. The CARAT 2007-SN1 Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth. THIS CARAT 2007-SN1 NOTE AND THE CARAT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the CARAT Indenture and no provision of this CARAT 2007-SN1 Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 2007-SN1 Note at the times, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 2007-SN1 Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 2007-SN1 Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of a CARAT Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 2007-SN1 C-1-10 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _____________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ (name and address of assignee) the within CARAT 2007-SN1 Note and all rights thereunder, and hereby irrevocably constitutes and appoints __________________________________________, as attorney, to transfer said CARAT 2007-SN1 Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: (1) ------------------------------ ------------------------------------- Signature Guaranteed: - ------------------------------------- ---------------------------------------- - ---------- (1) NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 2007-SN1 Note in every particular, without alteration, enlargement or any change whatsoever. C-1-11 EXHIBIT C-2 FORM OF CLASS [CLASS A-2B] [CLASS A-3B] [CLASS A-4] FLOATING RATE ASSET BACKED NOTE REGISTERED $[______] No. R-[___] Interest Rate: LIBOR + [__]% per annum SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. [__] UNLESS [CLASS A-2B] [CLASS A-3B] [CLASS A-4] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY [CLASS A-2B] [CLASS A-3B] [CLASS A-4] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS [CLASS A-2B] [CLASS A-3B] [CLASS A-4] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS [CLASS A-2B] [CLASS A-3B] [CLASS A-4] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 [CLASS A-2B] [CLASS A-3B][CLASS A-4] LIBOR + _____% ASSET BACKED NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuing Entity"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________ DOLLARS ($__________) or such lesser outstanding amount as may be payable in accordance with the Indenture (as defined on the reverse side of this Note), on each C-2-1 Distribution Date, in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the aggregate initial principal amount for such [Class A-2b] [Class A-3b] [Class A-4] Notes by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-2b] [Class A-3b] [Class A-4] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the Indenture; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on __________ (the "Final Scheduled Distribution Date") unless the Note is earlier redeemed pursuant to Section 10.1 of the Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the [Class A-2b] [Class A-3b] [Class A-4] Notes will accrue from and including the Closing Date and will be payable on each Distribution Date in an amount equal to the Note Class Interest Distributable Amount for such Distribution Date for the [Class A-2b] [Class A-3b] [Class A-4] Notes. Interest will be computed on the basis of the actual number of days elapsed from and including the prior Distribution Date (or, in the case of the initial Distribution Date, from and including the Series 2007-SN1 Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. The principal of and interest on this Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. C-2-2 IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Dated: June 7, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ C-2-3 INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designed above and referred to in the within-mentioned Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-2-4 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 [CLASS A-2B] [CLASS A-3B] [CLASS A-4] FLOATING RATE ASSET BACKED NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of __________ DOLLARS ($______) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 2007-SN1 Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for such [Class A-2b] [Class A-3b] [Class A-4] Notes, by (ii) the aggregate amount, if any, payable on such Distribution Date from the CARAT 2007-SN1 Note Distribution Account in respect of principal on this [Class A-2b] [Class A-3b] Notes pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this [Class A-2b] [Class A-3b] [Class A-4] Note shall be due and payable on [_____] (the "Final Scheduled Distribution Date"), unless this [Class A-2b] [Class A-3b] [Class A-4] Note is earlier redeemed pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this [Class A-2b] [Class A-3b] [Class A-4] Note on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this [Class A-2b] [Class A-3b] [Class A-4] Note is paid or made available for payment on the principal amount of this [Class A-2b] [Class A-3b] [Class A-4] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 2007-SN1 Closing Date)). Interest on the [Class A-2b] [Class A-3b] [Class A-4] Notes will accrue from and including the Series 2007-SN1 Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 2007-SN1 Noteholders' Note Class Interest Distributable Amount for such Class on such Distribution Date for the [Class A-2b] [Class A-3b] [Class A-4] Notes. Interest will be computed on the basis of actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 2007-SN1 Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this [Class A-2b] [Class A-3b] [Class A-4] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on the [Class A-2b] [Class A-3b] [Class A-4] Notes on any Distribution Date shall be made pro rata to the [Class A-2b] [Class A-3b] [Class A-4] Noteholders entitled thereto. The principal of and interest on this [Class A-2b] [Class A-3b] [Class A-4] Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this [Class A-2b] [Class A-3b] [Class A-4] Note shall be applied first to interest due and payable on this [Class A-2b] [Class A-3b] [Class A-4] Note as provided above and then to the unpaid principal of this [Class A-2b] [Class A-3b] [Class A-4] Note as provided above. C-2-5 Reference is made to the further provisions of this [Class A-2b] [Class A-3b] [Class A-4] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class A-2b] [Class A-3b] [Class A-4] Note. Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this [Class A-2b] [Class A-3b] [Class A-4] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. C-2-6 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Date: ____________, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-2-7 CARAT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the CARAT 2007-SN1 Notes designated above and referred to in the within-mentioned CARAT Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as CARAT Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-2-8 REVERSE OF NOTE This CARAT 2007-SN1 Note is one of a duly authorized issue of CARAT 2007-SN1 Notes of the Issuer, designated as its [Class A-2b] [Class A-3b] [Class A-4] Floating Rate Asset Backed Notes (herein called the "[Class A-2b] [Class A-3b] [Class A-4] Notes"), all issued under an CARAT Indenture, dated as of June 7, 2007 (such CARAT Indenture, as supplemented or amended, is herein called the "CARAT Indenture"), between the Issuer and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "CARAT Indenture Trustee", which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders. The [Class A-2b] [Class A-3b] [Class A-4] Notes are one of several duly authorized classes of CARAT 2007-SN1 Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 2007-SN1 Notes of all such classes, the "CARAT 2007-SN1 Notes"). The CARAT 2007-SN1 Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 2007-SN1 Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 2007-SN1 Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. The [Class A-2b] [Class A-3b] [Class A-4] Notes and all other CARAT 2007-SN1 Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. By acquiring a CARAT 2007-SN1 Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii) a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), (iii) an entity whose underlying assets include plan assets by reason of an employee benefit plan's or a plan's investment in the entity or (iv) other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (B) the acquisition, holding and disposition of the CARAT 2007-SN1 Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 2007-SN1 Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, C-2-9 any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 2007-SN1 Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, expresses its intention that this CARAT 2007-SN1 Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 2007-SN1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. Prior to the due presentment for registration of transfer of this CARAT 2007-SN1 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 2007-SN1 Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 2007-SN1 Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 2007-SN1 Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 2007-SN1 Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 2007-SN1 Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 2007-SN1 Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 2007-SN1 Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 2007-SN1 Note and of any CARAT 2007-SN1 Note issued upon the registration of transfer hereof or in C-2-10 exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this CARAT 2007-SN1 Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders. The term "Issuer" as used in this CARAT 2007-SN1 Note includes any successor to the Issuer under the CARAT Indenture. The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 2007-SN1 Notes under the CARAT Indenture. The CARAT 2007-SN1 Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth. THIS CARAT 2007-SN1 NOTE AND THE CARAT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the CARAT Indenture and no provision of this CARAT 2007-SN1 Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 2007-SN1 Note at the times, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 2007-SN1 Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 2007-SN1 Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of a CARAT Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 2007-SN1 Note. C-2-11 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee ______________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________________________________ ________________________________________________________________________________ (name and address of assignee) the within CARAT 2007-SN1 Note and all rights thereunder, and hereby irrevocably constitutes and appoints _______________, as attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: (2) ------------------------------ ------------------------------------- Signature Guaranteed: - ------------------------------------- ---------------------------------------- - ---------- (2) NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within CARAT 2007-SN1 in every particular, without alteration, enlargement or any change whatsoever. C-2-12 EXHIBIT C-3 FORM OF RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTES REGISTERED $__________ No. R-144A Interest Rate: _____% per annum SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. [__] UNLESS THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE l44A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL [CLASS A- C-3-1 1A][CLASS A-1B] NOTE (OR INTEREST THEREIN) FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS). NO SALE, PLEDGE OR OTHER TRANSFER OF THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (A) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE 144A UNDER THE U.S. SECURITIES ACT THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(d) OR (e) UNDER THE CARAT INDENTURE AND THAT (1) IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A UNDER THE U.S. SECURITIES ACT, AND (2) IT IS AWARE THAT THE TRANSFEROR OF SUCH RULE 144A [CLASS A-1A][CLASS A-1B] NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (B) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(d) OR (e) UNDER THE CARAT INDENTURE, OR (C) IF THIS RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS NO LONGER ELIGIBLE FOR RESALE PURSUANT TO RULE 144A OF THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (1) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (2) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR, THE SERVICER, THE ISSUER OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT. C-3-2 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 RULE 144A GLOBAL [CLASS A-1A][CLASS A-1B] NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _________________________________ DOLLARS ($__________) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 2007-SN1 Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for the [Class A-1a][Class A-1b] Note by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-1a][Class A-1b] Note pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this Rule 144A [Class A-1a][Class A-1b] Note shall be due and payable on June 16, 2008 (the "Final Scheduled Distribution Date"), unless this Rule 144A Global [Class A-1a] ][Class A-1b] Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this Rule 144A Global [Class A-1a][Class A-1b] Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Rule 144A Global [Class A-1a][Class A-1b] Note is paid or made available for payment on the principal amount of this Rule 144A Global [Class A-1a][Class A-1b] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 2007-SN1 Closing Date)). Interest on the [Class A-1a][Class A-1b] Note will accrue from and including the Series 2007-SN1 Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 2007-SN1 Noteholders' Note Class Interest Distributable Amount for such Class on such Distribution Date for the [Class A-1a][Class A-1b] Notes. Interest will be computed on the basis of the actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 2007-SN1 Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Rule 144A Global [Class A-1a][Class A-1b] Notes shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Rule 144A Global [Class A-1a][Class A-1b] Note on any Distribution Date shall be made pro rata to the [Class A-1a][Class A-1b] Noteholders entitled thereto. The principal of and interest on this Rule 144A Global [Class A-1a][Class A-1b] Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Rule 144A Global [Class A-1a][Class A-1b] Note shall be applied first to interest due and payable on this Rule 144A Global [Class A-1a][Class A-1b] Note as provided above and then to the unpaid principal of this Rule 144A Global [Class A-1a][Class A-1b] Note as provided above. C-3-3 Reference is made to the further provisions of this Rule 144A Global [Class A-1a][Class A-1b] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Rule 144A Global [Class A-1a][Class A-1b] Note. Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this Rule 144A Global [Class A-1a][Class A-1b] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. C-3-4 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Date: June 7, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-3-5 CARAT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the CARAT 2007-SN1 Notes designated above and referred to in the within-mentioned CARAT Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as CARAT Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-3-6 REVERSE OF NOTE This CARAT 2007-SN1 Note is one of a duly authorized issue of CARAT 2007-SN1 Notes of the Issuer, designated as its [Class A-1a][Class A-1b] Asset Backed Notes (herein called the "[Class A-1a][Class A-1b] Note"), all issued under a CARAT Indenture, dated as of June 7, 2007 (such CARAT Indenture, as supplemented or amended, is herein called the "CARAT Indenture"), between the Issuer and The Bank of New York Trust Company, N.A., as trustee (the "CARAT Indenture Trustee", which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders. The [Class A-1a][Class A-1b] Notes are one of several duly authorized classes of CARAT 2007-SN1 Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 2007-SN1 Notes of all such classes, the "CARAT 2007-SN1 Notes"). The CARAT 2007-SN1 Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 2007-SN1 Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 2007-SN1 Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. The [Class A-1a][Class A-1b] Notes and all other CARAT 2007-SN1 Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. By acquiring a CARAT 2007-SN1 Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii) a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), (iii) an entity whose underlying assets include plan assets by reason of an employee benefit plan's or a plan's investment in the entity or (iv) other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (B) the acquisition, holding and disposition of the CARAT 2007-SN1 Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law). Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 2007-SN1 Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT C-3-7 Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 2007-SN1 Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, expresses its intention that this CARAT 2007-SN1 Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 2007-SN1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. Prior to the due presentment for registration of transfer of this CARAT 2007-SN1 Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 2007-SN1 Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 2007-SN1 Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 2007-SN1 Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 2007-SN1 Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 2007-SN1 Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 2007-SN1 Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 2007-SN1 Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 2007-SN1 Note and of any CARAT 2007-SN1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver C-3-8 is made upon this CARAT 2007-SN1 Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders. The term "Issuer" as used in this CARAT 2007-SN1 Note includes any successor to the Issuer under the CARAT Indenture. The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 2007-SN1 Notes under the CARAT Indenture. The CARAT 2007-SN1 Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth. THIS CARAT 2007-SN1 NOTE AND THE CARAT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the CARAT Indenture and no provision of this CARAT 2007-SN1 Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 2007-SN1 Note at the times, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 2007-SN1 Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 2007-SN1 Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of a CARAT Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 2007-SN1 Note. C-3-9 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _____________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ ________________________________________________________________________________ (name and address of assignee) the within CARAT 2007-SN1 Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________, as attorney, to transfer said CARAT 2007-SN1 Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ------------------------------ ---------------------------------------- Signature Guaranteed: - ------------------------------------- ---------------------------------------- C-3-10 EXHIBIT C-4 FORM OF TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTES REGISTERED $_______________ No. R-Temporary Regulation S Interest Rate _____% per annum SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. [__] THIS NOTE IS A TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). NEITHER THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE CARAT INDENTURE REFERRED TO HEREIN. UNLESS THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS TEMPORARY REGULATION S [CLASS A-1A][CLASS A-1B] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. C-4-1 NO BENEFICIAL OWNER OF THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREIN UNLESS SUCH BENEFICIAL OWNER SHALL HAVE DELIVERED A CERTIFICATION IN THE FORM ATTACHED AS ANNEX A TO EXHIBIT D-5 TO THE CARAT INDENTURE TO CLEARSTREAM, LUXEMBOURG OR EUROCLEAR. THE HOLDER OF THIS TEMPORARY REGULATION S GLOBAL NOTE [CLASS A-1A][CLASS A-1B] NOTE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) PRIOR TO THE EXCHANGE DATE EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE [CLASS A-1A][CLASS A-1B] NOTE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S. NO SALE, PLEDGE OR OTHER TRANSFER OF THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (A) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE 144A UNDER THE U.S. SECURITIES ACT THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(d) OR (e) UNDER THE CARAT INDENTURE AND THAT (1) IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (2) IT IS AWARE THAT THE TRANSFEROR OF SUCH TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (B) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(d) OR (e) UNDER THE CARAT INDENTURE, OR (C) IF THIS TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS NO LONGER ELIGIBLE FOR RESALE PURSUANT TO RULE 144A OR REGULATION S OF THE SECURITIES ACT, SUCH SALE, PLEDGE OR C-4-2 OTHER TRANSFER IS MADE IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (1) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (2) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT. C-4-3 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 TEMPORARY REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ________________________________ DOLLARS ($__________) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 2007-SN1 Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for the [Class A-1a][Class A-1b] Note by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-1a][Class A-1b] Note pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this Temporary Regulation S Global [Class A-1a][Class A-1b] Note shall be due and payable on June 16, 2008 (the "Final Scheduled Distribution Date"), unless this Temporary Regulation S Global [Class A-1a][Class A-1b] Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this Temporary Regulation S Global [Class A-1a][Class A-1b] Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Temporary Regulation S Global [Class A-1a][Class A-1b] Note is paid or made available for payment on the principal amount of this Temporary Regulation S Global [Class A-1a][Class A-1b] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 2007-SN1 Closing Date)). Interest on the [Class A-1a][Class A-1b] Note will accrue from and including the Series 2007-SN1 Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 2007-SN1 Noteholders' Note Class Interest Distributable Amount for such Class on such Distribution Date for the [Class A-1a][Class A-1b] Note. Interest will be computed on the basis of the actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 2007-SN1 Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Temporary Regulation S Global [Class A-1a][Class A-1b] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Temporary Regulation S Global [Class A-1a][Class A-1b] Note on any Distribution Date shall be made pro rata to the [Class A-1a][Class A-1b] Noteholders entitled thereto. The principal of and interest on this Temporary Regulation S Global [Class A-1a][Class A-1b] Note is payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Temporary Regulation S Global [Class C-4-4 A-1a][Class A-1b] Note shall be applied first to interest due and payable on this Temporary Regulation S Global [Class A-1a][Class A-1b] Note as provided above and then to the unpaid principal of this Temporary Regulation S Global [Class A-1a][Class A-1b] Note as provided above. Reference is made to the further provisions of this Temporary Regulation S Global [Class A-1a][Class A-1b] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Temporary Regulation S Global [Class A-1a][Class A-1b] Note. Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this Temporary Regulation S Global [Class A-1a][Class A-1b] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Date: June 7, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-4-5 CARAT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the CARAT 2007-SN1 Notes designated above and referred to in the within-mentioned CARAT Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as CARAT Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-4-6 REVERSE OF NOTE This CARAT 2007-SN1 Note is one of a duly authorized issue of CARAT 2007-SN1 Notes of the Issuer, designated as its [Class A-1a][Class A-1b] Asset Backed Notes (herein called the "[Class A-1a][Class A-1b] Notes"), all issued under a CARAT Indenture, dated as of June 7, 2007 (such CARAT Indenture, as supplemented or amended, is herein called the "CARAT Indenture"), between the Issuer and The Bank of New York Trust Company, N.A., as trustee (the "CARAT Indenture Trustee", which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders. The [Class A-1a][Class A-1b] Notes are one of several duly authorized classes of CARAT 2007-SN1 Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 2007-SN1 Notes of all such classes, the "CARAT 2007-SN1 Notes"). The CARAT 2007-SN1 Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 2007-SN1 Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 2007-SN1 Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. The [Class A-1a][Class A-1b] Notes and all other CARAT 2007-SN1 Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. By acquiring a CARAT 2007-SN1 Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii) a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), (iii) an entity whose underlying assets include plan assets by reason of an employee benefit plan's or a plan's investment in the entity or (iv) other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 or (B) the acquisition, holding and disposition of the CARAT 2007-SN1 Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 2007-SN1 Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT C-4-7 Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 2007-SN1 Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, expresses its intention that this CARAT 2007-SN1 Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 2007-SN1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. Prior to the due presentment for registration of transfer of this CARAT 2007-SN1 Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 2007-SN1 Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 2007-SN1 Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 2007-SN1 Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 2007-SN1 Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 2007-SN1 Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 2007-SN1 Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 2007-SN1 Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 2007-SN1 Note and of any CARAT 2007-SN1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver C-4-8 is made upon this CARAT 2007-SN1 Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders. The term "Issuer" as used in this CARAT 2007-SN1 Note includes any successor to the Issuer under the CARAT Indenture. The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 2007-SN1 Notes under the CARAT Indenture. The CARAT 2007-SN1 Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth. THIS CARAT 2007-SN1 NOTE AND THE CARAT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the CARAT Indenture and no provision of this CARAT 2007-SN1 Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 2007-SN1 Note at the times, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 2007-SN1 Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 2007-SN1 Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of a CARAT Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 2007-SN1 Note. C-4-9 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _____________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ ________________________________________________________________________________ (name and address of assignee) the within CARAT 2007-SN1 Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________, as attorney, to transfer said CARAT 2007-SN1 Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ------------------------------ ---------------------------------------- Signature Guaranteed: - ------------------------------------- ---------------------------------------- C-4-10 EXHIBIT C-5 FORM OF PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTES REGISTERED $_______________ No. R-Permanent Regulation S Interest Rate: _____% per annum SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. [__] UNLESS THIS PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES LAWS. BY ITS ACCEPTANCE OF THIS PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE SELLER AND THE CARAT INDENTURE TRUSTEE THAT IT IS A NON-U.S. C-5-1 PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE [CLASS A-1A][CLASS A-1B] NOTE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S. NO SALE, PLEDGE OR OTHER TRANSFER OF THIS PERMANENT REGULATION GLOBAL [CLASS A-1A][CLASS A-1B] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (A) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE 144A UNDER THE U.S. SECURITIES ACT THAT DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(d) OR (e) UNDER THE CARAT INDENTURE AND THAT (1) IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE l44A UNDER THE U.S. SECURITIES ACT, ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED UNDER RULE 144A UNDER THE U.S SECURITIES ACT, AND (2) IT IS AWARE THAT THE TRANSFEROR OF SUCH PERMANENT REGULATION GLOBAL [CLASS A-1A][CLASS A-1B] NOTE INTENDS TO RELY ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT PROVIDED BY RULE 144A UNDER THE U.S. SECURITIES ACT, (B) SUCH SALE, PLEDGE OR OTHER TRANSFER OCCURS OUTSIDE OF THE UNITED STATES TO A NON-U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OF THE U.S. SECURITIES ACT AND THAT PERSON DELIVERS ANY NECESSARY CERTIFICATIONS PURSUANT TO SECTION 2.15(d) OR (e) UNDER THE CARAT INDENTURE, OR (C) IF THIS PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTE IS NO LONGER ELIGIBLE FOR RESALE PURSUANT TO RULE 144A OR REGULATION S OF THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (1) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE CARAT INDENTURE TRUSTEE AND THE SELLER, AND (2) THE CARAT INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER, THE TRUST ADMINISTRATOR OR THE CARAT INDENTURE TRUSTEE) SATISFACTORY TO THE SELLER AND THE CARAT INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT. C-5-2 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 PERMANENT REGULATION S GLOBAL [CLASS A-1A][CLASS A-1B] NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of _________________________ DOLLARS ($__________) or such lesser outstanding amount as may be payable in accordance with the CARAT Indenture (as defined on the reverse side of this CARAT 2007-SN1 Note), on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction, the numerator of which is the initial principal amount hereof and the denominator of which is the initial aggregate principal amount for the [Class A-1a][Class A-1b] Note by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the [Class A-1a][Class A-1b] Note pursuant to Sections 2.7, 3.1 and 8.2(c) of the CARAT Indenture; provided, however, that the entire unpaid principal amount of this Permanent Regulation S Global [Class A-1a][Class A-1b] Note shall be due and payable on June 16, 2008 (the "Final Scheduled Distribution Date"), unless this Permanent Regulation S Global [Class A-1a][Class A-1b] Note is earlier redeemed, pursuant to Section 10.1 of the CARAT Indenture, in which case such unpaid principal amount shall be due on the Redemption Date. The Issuer shall pay interest on this Permanent Regulation S Global [Class A-1a][Class A-1b] Note at the rate per annum shown above on each Distribution Date in accordance with the terms of the CARAT Indenture until the principal of this Permanent Regulation S Global [Class A-1a][Class A-1b] Note is paid or made available for payment on the principal amount of this Permanent Regulation S Global [Class A-1a][Class A-1b] Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the Series 2007-SN1 Closing Date)). Interest on the [Class A-1a][Class A-1b] Note will accrue from and including the Series 2007-SN1 Closing Date at the rate per annum shown above, and will be payable on each Distribution Date in an amount equal to the CARAT 2007-SN1 Noteholders' Note Class Interest Distributable Amount for such class on such Distribution Date for the [Class A-1a][Class A-1b] Note. Interest will be computed on the basis of the actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 2007-SN1 Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this Permanent Regulation S Global [Class A-1a][Class A-1b] Note shall be paid in the manner specified in the CARAT Indenture. All interest payments on this Permanent Regulation S Global [Class A-1a][Class A-1b] Note on any Distribution Date shall be made pro rata to the [Class A-1a][Class A-1b] Noteholders entitled thereto. The principal of and interest on this Permanent Regulation S Global [Class A-1a][Class A-1b] Note are payable in such coin or currency of the United States of America which, at the time of payment, is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Permanent Regulation S Global [Class A-1a][Class A-1b] Note shall be applied first to interest due and payable on this Permanent Regulation S Global [Class A-1a][Class A-1b] Note as provided above and then to the unpaid principal of this Permanent Regulation S Global [Class A-1a][Class A-1b] Note as provided above. C-5-3 Reference is made to the further provisions of this Permanent Regulation S Global [Class A-1a][Class A-1b] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Permanent Regulation S Global [Class A-1a][Class A-1b] Note. Unless the certificate of authentication hereon has been executed by the CARAT Indenture Trustee whose name appears below by manual signature, this Permanent Regulation S Global [Class A-1a][Class A-1b] Note shall not be entitled to any benefit under the CARAT Indenture referred to on the reverse hereof or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer. Date: June 7, 2007 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-5-4 CARAT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the CARAT 2007-SN1 Notes designated above and referred to in the within-mentioned CARAT Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as CARAT Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- C-5-5 REVERSE OF NOTE This CARAT 2007-SN1 Note is one of a duly authorized issue of CARAT 2007-SN1 Notes of the Issuer, designated as its Class A-1 Fixed Rate Asset Backed Notes (herein called the "[Class A-1a][Class A-1b] Notes"), all issued under a CARAT Indenture, dated as of June 7, 2007 (such CARAT Indenture, as supplemented or amended, is herein called the "CARAT Indenture"), between the Issuer and The Bank of New York Trust Company, N.A., as trustee (the "CARAT Indenture Trustee", which term includes any successor trustee under the CARAT Indenture), to which CARAT Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders. The [Class A-1a][Class A-1b] Notes are one of several duly authorized classes of CARAT 2007-SN1 Notes of the Issuer issued pursuant to the CARAT Indenture (collectively, as to all CARAT 2007-SN1 Notes of all such classes, the "CARAT 2007-SN1 Notes"). The CARAT 2007-SN1 Notes are governed by and subject to all terms of the CARAT Indenture (which terms are incorporated herein and made a part hereof), to which CARAT Indenture the Holder of this CARAT 2007-SN1 Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this CARAT 2007-SN1 Note that are defined in the CARAT Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the CARAT Indenture. The [Class A-1a][Class A-1b] Notes and all other CARAT 2007-SN1 Notes issued pursuant to the CARAT Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the CARAT Indenture. By acquiring a CARAT 2007-SN1 Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii) a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), (iii) an entity whose underlying assets include plan assets by reason of an employee benefit plan's or a plan's investment in the entity or (iv) other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (B) the acquisition, holding and disposition of the CARAT 2007-SN1 Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee on the CARAT 2007-SN1 Notes or under the CARAT Indenture or any certificate or other writing delivered in connection therewith, against (i) the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, (ii) the Seller or any other owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuer, the CARAT Owner Trustee or the CARAT C-5-6 Indenture Trustee or of any successor or assign of the CARAT Indenture Trustee or the CARAT Owner Trustee in their individual capacities, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, covenants and agrees that by accepting the benefits of the CARAT Indenture such CARAT 2007-SN1 Noteholder will not, prior to the date which is one year and one day after the termination of the CARAT Indenture, acquiesce, petition or otherwise invoke or cause the Seller or the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. Each CARAT 2007-SN1 Noteholder or Note Owner, by acceptance of a CARAT 2007-SN1 Note or, in the case of a Note Owner, a beneficial interest in a CARAT 2007-SN1 Note, expresses its intention that this CARAT 2007-SN1 Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the CARAT 2007-SN1 Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. Prior to the due presentment for registration of transfer of this CARAT 2007-SN1 Note, the Issuer, the CARAT Indenture Trustee and any agent of the Issuer or the CARAT Indenture Trustee may treat the Person in whose name this CARAT 2007-SN1 Note (as of the day of determination or as of such other date as may be specified in the CARAT Indenture) is registered as the owner hereof for all purposes, whether or not this CARAT 2007-SN1 Note shall be overdue, and neither the Issuer, the CARAT Indenture Trustee nor any such agent shall be affected by notice to the contrary. The CARAT Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the CARAT 2007-SN1 Noteholders under the CARAT Indenture at any time by the Issuer with the consent of the Holders of CARAT 2007-SN1 Notes representing a majority of the Outstanding Amount of the Controlling Class. The CARAT Indenture also contains provisions permitting the Holders of CARAT 2007-SN1 Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the CARAT 2007-SN1 Notes, to waive compliance by the Issuer with certain provisions of the CARAT Indenture and certain past defaults under the CARAT Indenture and their consequences. Any such consent or waiver by the Holder of this CARAT 2007-SN1 Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this CARAT 2007-SN1 Note and of any CARAT 2007-SN1 Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver C-5-7 is made upon this CARAT 2007-SN1 Note. The CARAT Indenture also permits the CARAT Indenture Trustee to amend or waive certain terms and conditions set forth in the CARAT Indenture without the consent of the Noteholders. The term "Issuer" as used in this CARAT 2007-SN1 Note includes any successor to the Issuer under the CARAT Indenture. The Issuer is permitted by the CARAT Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the CARAT Indenture Trustee and the Holders of CARAT 2007-SN1 Notes under the CARAT Indenture. The CARAT 2007-SN1 Notes are issuable only in registered form in denominations as provided in the CARAT Indenture, subject to certain limitations therein set forth. THIS CARAT 2007-SN1 NOTE AND THE CARAT INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the CARAT Indenture and no provision of this CARAT 2007-SN1 Note or of the CARAT Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this CARAT 2007-SN1 Note at the times, place and rate, and in the coin or currency herein prescribed. Anything herein to the contrary notwithstanding, except as expressly provided in the CARAT Basic Documents, neither the Seller, the Trust Administrator, the CARAT Indenture Trustee nor the CARAT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in this CARAT 2007-SN1 Note or the CARAT Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the CARAT Owner Trustee solely as the CARAT Owner Trustee in the assets of the Issuer. The Holder of this CARAT 2007-SN1 Note by the acceptance hereof agrees that, except as expressly provided in the CARAT Basic Documents, in the case of a CARAT Event of Default under the CARAT Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the CARAT Indenture or in this CARAT 2007-SN1 Note. C-5-8 ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee _____________________________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________________________________________________________________ ________________________________________________________________________________ (name and address of assignee)the within CARAT 2007-SN1 Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________, as attorney, to transfer said CARAT 2007-SN1 Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ------------------------------- ---------------------------------------- Signature Guaranteed: - ------------------------------------- ---------------------------------------- C-5-9 EXHIBIT D-1 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF THE RULE 144A GLOBAL CLASS A-1 NOTES [Date] The Bank of New York Trust Company, N.A., as Note Registrar 101 Barclay Street, 4 East New York, NY 10286 Fax (212) 815-3986 Re: CARAT 2007-SN1 NOTES, [CLASS A-1A] [CLASS A-1B] (the "Class A-1 Notes") Ladies and Gentlemen: This letter relates to the sale by _____________________________ (the "Transferor") to _________________________ (the "Transferee") of U.S. $[__________] aggregate principal balance of Class A-1 Notes (the "Transferred Notes"). The Class A-1 Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of June 7, 2007 (the "CARAT Indenture"), among Capital Auto Receivables Asset Trust 2007-SN1, as issuer (the "Issuer") and The Bank of New York Trust Company, N.A., as indenture trustee (the "CARAT Indenture Trustee"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the CARAT Indenture. The Transferor hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuer, the CARAT Indenture Trustee and the Transferee, that the Transferred Notes are being transferred in accordance with (i) the transfer restrictions set forth in the CARAT Indenture and the private placement memorandum dated [ ], 2007 relating to the Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended, to a Transferee that the Transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing the Notes for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. [Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- cc: [Seller] D-1 EXHIBIT D-2 FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF THE RULE 144A GLOBAL CLASS A-1 NOTES [Date] The Bank of New York Trust Company, N.A., as Note Registrar 101 Barclay Street, 4 East New York, NY 10286 Fax (212) 815-3986 Re: CARAT 2007-SN1 NOTES, [CLASS A-1A] [CLASS A-1B] (the "Class A-1 Notes") Ladies and Gentlemen: __________________ (the "Transferee") intends to purchase from _________________ (the "Transferor") U.S. $[__________] aggregate principal balance of Class A-1 Notes (the "Transferred Notes"). The Class A-1 Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of June 7, 2007 (the "CARAT Indenture"), among Capital Auto Receivables Asset Trust 2007-SN1, as issuer (the "Issuer") and The Bank of New York Trust Company, N.A. as indenture trustee (the "CARAT Indenture Trustee"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the CARAT Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuer, the CARAT Indenture Trustee and the Transferor, that: 1. The Transferee is a "qualified institutional buyer" (a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule l44A") under the Securities Act of 1933, as amended (the "Securities Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the Transferred Notes is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Notes for its own account or for the account of a Qualified Institutional Buyer, and understands that such Transferred Notes may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. 2. The Transferee has been furnished with all information regarding (a) the Transferred Notes and payments thereon, (b) the nature and performance of the COLT 2007-SN1 Secured Notes and the Series 2007-SN1 Lease Assets, (c) the CARAT Indenture, and (d) any credit enhancement mechanism associated with the Transferred Notes, that it has requested. Very truly yours, ---------------------------------------- (Transferee) By: ------------------------------------ Name: ---------------------------------- D-2-1 ANNEX 1 TO EXHIBIT D-2 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [for Transferees other than Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and [name of Note Registrar], as Note Registrar, with respect to the Class A-1 Notes being transferred (the "Transferred Notes") as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Notes (the "Transferee"). 2. The Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because (i) the Transferee owned and/or invested on a discretionary basis $____________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below. [ ] Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. [ ] Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution. [ ] Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Note in D-2-2 the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution. [ ] Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. [ ] Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia. [ ] State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. [ ] ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended. [ ] Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended. [ ] Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule l44A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.) 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such D-2-3 securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended. 5. The Transferee acknowledges that it is familiar with Rule l44A and understands that the Transferor and other parties related to the Transferred Notes are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A. [ ] [ ] Will the Transferee be purchasing the Transferred Notes only for the Yes No Transferee's own account? 6. If the answer to the foregoing question is "no", then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Transferred Notes will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available. ---------------------------------------- Print Name of Transferee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Date: ------------------------- D-2-4 ANNEX 2 TO EXHIBIT D-2 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [for Transferees that are Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and [name of Note Registrar], as Note Registrar, with respect to the Class A-1 Notes being transferred (the "Transferred Notes") as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the "Transferee") or, if the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the "Adviser"). 2. The Transferee is a "qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. [ ] The Transferee owned and/or invested on a discretionary basis $____________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). [ ] The Transferee is part of a Family of Investment Companies which owned in the aggregate $_____________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or I investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). D-2-5 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee's Family of Investment Companies, the securities referred to in this paragraph were excluded. 5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. [ ] [ ] Will the Transferee be purchasing the Transferred Notes only for the Yes No Transferee's own account? 6. If the answer to the foregoing question is "no", then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule l44A. 7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the Transferred Notes will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. ---------------------------------------- Print Name of Transferee or Adviser By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- IF AN ADVISER: ---------------------------------------- Print Name of Transferee Date: ------------------- D-2-6 EXHIBIT D-3 FORM OF REGULATION S TRANSFER CERTIFICATE [Date] The Bank of New York Trust Company, N.A., as Note Registrar 101 Barclay Street, 4 East New York, NY 10286 Fax (212) 815-3986 Re: CARAT 2007-SN1 NOTES, [CLASS A-1A] [CLASS A-1B] (the "Class A-1 Notes") __________________ (the "Transferee") intends to purchase from _________________ (the "Transferor") U.S. $[__________] aggregate principal balance of Class A-1 Notes (the "Transferred Notes"). The Class A-1 Notes, including the Transferred Notes, were issued pursuant to the CARAT Indenture, dated as of June 7, 2007 (the "CARAT Indenture"), among Capital Auto Receivables Asset Trust 2007-SN1, as issuer (the "Issuer") and The Bank of New York Trust Company, N.A. as indenture trustee (the "CARAT Indenture Trustee"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the CARAT Indenture. The Transferee hereby certifies, represents and warrants to you, as Note Registrar, and for the benefit of the Issuer, the CARAT Indenture Trustee and the Transferor, that: 1. The Transferee is not a U.S. person (as defined in Regulation S under the Securities Act) and is acquiring the Transferred Notes outside of the United States. 2. No directed selling efforts were made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable. 3. The transfer is not part of a plan or scheme to evade the registration requirements of the Securities Act; 4. The transfer was made in accordance with the applicable provisions of Rule 903 or Rule 904 of Regulation S, as the case may be. 5. The Transferee has been furnished with all information regarding (a) the Transferred Notes and payments thereon, (b) the nature and performance of the COLT 2007-SN1 Secured Notes and the Series 2007-SN1 Lease Assets, (c) the CARAT Indenture, and (d) any credit enhancement mechanism associated with the Transferred Notes, that it has requested. 6. The Transferee understands that the Transferred Notes have not been and will not be registered under the Securities Act, that any offers, sales or deliveries of the Transferred Notes purchased by the Transferee in the United States or to U.S. persons prior to the date that is 40 days after the later of (i) the commencement of the offering of the Class A-1 Notes and (ii) the Series 2007-SN1 Closing Date, may constitute a violation of United States law, and that (x) D-3-1 distributions of principal and interest and (y) the exchange of beneficial interests in a Temporary Regulation S Global Class A-1 Note for beneficial interests in the related Permanent Regulation S Global Class A-1 Note, in each case, will be made in respect of such Transferred Notes only following the delivery by the holder of a certification of non-U.S. beneficial ownership, at the times and in the manner set forth in the CARAT Indenture. Very truly yours, ---------------------------------------- (Transferee) By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- D-3-2 EXHIBIT D-4 FORM OF RULE 144A TRANSFER CERTIFICATE [Date] The Bank of New York Trust Company, N.A., as Note Registrar 101 Barclay Street, 4 East New York, NY 10286 Fax (212) 815-3986 Re: CARAT 2007-SN1 NOTES, [CLASS A-1A] [CLASS A-1B] (the "Class A-1 Notes") Ladies and Gentlemen: Reference is hereby made to the CARAT Indenture, dated as of June 7, 2007 (the "CARAT Indenture") among Capital Auto Receivables Asset Trust 2007-SN1, as issuer (the "Issuer") and The Bank of New York Trust Company, N.A. as indenture trustee (the "CARAT Indenture Trustee"). Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the CARAT Indenture. This letter relates to U.S. $[__________] aggregate principal balance of Class A-1 Notes which are held in the form of a Temporary Regulation S Global Class A-1 Note with the Depository [CUSIP/CINS No. ______________] in the name of [name of transferor] (the "Transferor") to effect [the transfer of the Class A-1 Notes to a person who wishes to take delivery thereof in the form of an equivalent beneficial interest in a Rule 144A Global Note (the "Transferee")] [the exchange of the Class A-1 Notes for an equivalent beneficial interest in a Rule 144A Global Class A-1 Note. In connection with such request, and in respect of such Notes, the Transferor does hereby certify that such Class A-1 Notes are being transferred in accordance with (i) the transfer restrictions set forth in the CARAT Indenture and the private placement memorandum dated June 7, 2007 relating to the Notes and (ii) Rule 144A under the United States Securities Act of 1933, as amended, to a Transferee that the Transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A purchasing the Class A-1 Notes for its own account or for the account of a qualified institutional buyer, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. [Name of Transferor] By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- cc: [Seller] D-4-1 EXHIBIT D-5 FORM OF CLEARING SYSTEM CERTIFICATE [Date] The Bank of New York Trust Company, N.A., as Note Registrar 101 Barclay Street, 4 East New York, NY 10286 Fax (212) 815-3986 Re: CARAT 2007-SN1 NOTES, [CLASS A-1A] [CLASS A-1B] (the "Class A-1 Notes") Ladies and Gentlemen: Reference is hereby made to the CARAT Indenture, dated as of June 7, 2007 (the "CARAT Indenture"), among Capital Auto Receivables Asset Trust 2007-SN1, as issuer (the "Issuer") and The Bank of New York Trust Company, N.A. as indenture trustee (the "CARAT Indenture Trustee"). Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the CARAT Indenture. This is to certify that, based solely on certificates we have received in writing, by tested telex or by electronic transmissions from member organizations appearing in our records as persons being entitled to a portion of the Class A-1 Notes equal to, as of the date hereof, U.S. $_____ (our "Member Organizations"), certifies with respect to such portion, substantially to the effect set forth in Annex A hereto. We further certify (i) that we are not making available herewith for exchange any portion of the Temporary Regulation S Global Class A-1 Note excepted in such certificates and (ii) that as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such member organizations with respect to any portion of the part submitted herewith for exchange are no longer true and cannot be relied upon as at the date hereof. We understand that this certification is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with this certificate is or would be relevant, we irrevocably authorized you to produce this certificate to any interested party in such proceedings. Yours faithfully, [CLEARSTREAM, LUXEMBOURG] or [EUROCLEAR BANK SA/NV, Brussels office, as operator of the Euroclear System] By: --------------------------------- D-5-1 ANNEX A TO EXHIBIT D-5 FORM OF MEMBER ORGANIZATION CERTIFICATE [Address to Euroclear or Clearstream, Luxembourg, as appropriate] Re: CARAT 2007-SN1 NOTES, [CLASS A-1A] CLASS A-1B] (the "Class A-1 Notes") Ladies and Gentlemen: Reference is hereby made to the CARAT Indenture, dated as of June 7, 2007 (the "CARAT Indenture"), among Capital Auto Receivables Asset Trust 2007-SN1, as issuer (the "Issuer") and The Bank of New York Trust Company, N.A., as indenture trustee (the "CARAT Indenture Trustee"). Capitalized terms used herein but not defined herein shall have the meanings assigned thereto in the CARAT Indenture. This is to certify that, as of the date hereof and except as set forth below, the Class A-1 Notes (the "Class A-1 Notes") held by you for our account are beneficially owned by non-U.S. persons who purchased the Class A-1 Notes in transactions that did not require registration under the United States Securities Act of 1933, as amended (the "Securities Act"). As used in this paragraph, the term "U.S. person" has the meaning given to it by Regulation S under the Securities Act. We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the Class A-1 Notes held by you for our account in accordance with your documented procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certificate applies as of such date. Dated: [________], 2007(1) Yours faithfully, ---------------------------------------- [Name of Person giving the certificate] (1) To be dated no earlier than 15 days prior to the event to which the certification relates. D-5-2 EXHIBIT E RULE 144A CERTIFICATE Capital Auto Receivables, Inc. Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 The Bank of New York Trust Company, N.A., as Note Registrar as CARAT Indenture Trustee 101 Barclay Street, 4 East New York, NY 10286 Fax (212) 815-3986 Ladies and Gentlemen: In connection with the purchase of the Class A-1 Note[Floating] [Fixed] Rate Asset Backed Notes (the "Class A-1 Notes") of the Capital Auto Receivables Asset Trust 2007-SN1, the undersigned buyer ("Buyer") hereby acknowledges, represents and agrees that: (a) Buyer is a "qualified institutional buyer" as defined under Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), acting for its own account or for the accounts of other "qualified institutional buyers" as defined under Rule 144A under the Securities Act. Buyer is familiar with Rule 144A under the Securities Act and Buyer is aware that the seller of the applicable Class A-1 Notes, as applicable, to the Buyer and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the Securities Act provided by Rule 144A. (b) Buyer is purchasing the applicable Class A-1 Notes for its own account (or the accounts of other "qualified institutional buyers"), not with a view to, or for offer or sale in connection with, any distribution thereof, subject to the disposition of Buyer's property (or property held in the accounts of other "qualified institutional buyers") being at all times within Buyer's control and subject to Buyer's ability to resell such Class A-1 Notes pursuant to Rule 144A under the Securities Act. Buyer agrees to offer, sell or otherwise transfer such Class A-1 Notes only in conformity with the restrictions on transfer set forth in the CARAT Indenture dated as of June 7, 2007 pursuant to which the Class A-1 Notes were issued and the legend set forth on the definitive physical certificate evidencing the Class A-1 Notes. E-1 (c) Buyer acknowledges that you and others will rely upon its confirmations, acknowledgments and agreements set forth herein, and Buyer agrees to notify you promptly in writing if any of the information herein ceases to be accurate and complete. ---------------------------------------- Print Name of Buyer By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Date: -------------------------- E-2 EXHIBIT F FORM OF CERTIFICATION Re: the _________________________ dated as of ____________________ (the "Agreement"), among _____________________________________. I, ______________________________, the ______________________________ of ______________________________ (the "Company"), certify to Central Originating Lease Trust ("COLT"), Capital Auto Receivables LLC ("CARI"), and their officers, with the knowledge and intent that they will rely upon this certification, that: (1) I have reviewed the report on assessment of the Company's compliance provided in accordance with Section 6.6 of the Agreement (the "Company Information"), and the registered public accounting firm's attestation report provided in accordance with 6.6 of the Agreement that were delivered by the Company to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee pursuant to the Agreement; (2) To the best of my knowledge, the Company Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Information; and (3) To the best of my knowledge, all of the Company Information required to be provided by the Company under the Agreement has been provided to COLT, CARI, the COLT Owner Trustee or the CARAT Owner Trustee. Dated: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- F-1 EX-4.8 5 k15931exv4w8.txt COLT INDENTURE EXHIBIT NO. 4.8 ================================================================================ CENTRAL ORIGINATING LEASE TRUST SECURED NOTES COLT 2007-SN1 INDENTURE DATED AS OF JUNE 7, 2007 CENTRAL ORIGINATING LEASE TRUST AND THE BANK OF NEW YORK TRUST COMPANY, N.A. AS COLT INDENTURE TRUSTEE ================================================================================ TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION.......................... 3 SECTION 1.1 Incorporation by Reference of Trust Indenture Act....... 3 ARTICLE II THE SECURED NOTES............................................. 4 SECTION 2.1 Form.................................................... 4 SECTION 2.2 Execution, Authentication and Delivery.................. 4 SECTION 2.3 Registration; Registration of Transfer and Exchange of COLT 2007-SN1 Secured Notes............................. 5 SECTION 2.4 Mutilated, Destroyed, Lost or Stolen COLT 2007-SN1 Secured Notes........................................... 7 SECTION 2.5 Payment of Principal and Interest....................... 8 SECTION 2.6 Persons Deemed Secured Noteholders...................... 9 SECTION 2.7 Cancellation of COLT 2007-SN1 Secured Notes............. 9 SECTION 2.8 Release of COLT 2007-SN1 Trust Estate................... 9 SECTION 2.9 Seller, CARI and the Trust as COLT 2007-SN1 Secured Noteholders............................................. 10 SECTION 2.10 Tax Treatment........................................... 10 ARTICLE III COVENANTS.................................................... 10 SECTION 3.1 Payment of Principal and Interest and Other Amounts..... 10 SECTION 3.2 Maintenance of Agency Office............................ 10 SECTION 3.3 Money for Payments to Be Held in Trust.................. 11 SECTION 3.4 Existence............................................... 12 SECTION 3.5 Protection of COLT 2007-SN1 Trust Estate; Acknowledgment of Pledge............................................... 12 SECTION 3.6 Opinions as to COLT 2007-SN1 Collateral................. 13 SECTION 3.7 Performance of Obligations; Servicing of Series 2007-SN1 Lease Assets............................................ 14 SECTION 3.8 Negative Covenants...................................... 15 SECTION 3.9 Annual Statement as to Compliance....................... 16 SECTION 3.10 Consolidation, Merger, Etc., of Trust; Disposition of Trust Assets............................................ 16 SECTION 3.11 Successor or Transferee................................. 18 SECTION 3.12 No Other Business....................................... 18
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PAGE ---- SECTION 3.13 No Borrowing............................................ 18 SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities....... 18 SECTION 3.15 Servicer's Obligations.................................. 19 SECTION 3.16 Capital Expenditures.................................... 19 SECTION 3.17 Restricted Payments..................................... 19 SECTION 3.18 Notice of Events of Default............................. 19 SECTION 3.19 Further Instruments and Acts............................ 20 SECTION 3.20 COLT Indenture Trustee's Assignment of Administrative Lease Assets and Warranty Lease Assets and Sale or Other Distribution of the Related Vehicles.............. 20 SECTION 3.21 Representations and Warranties by COLT to the COLT Indenture Trustee....................................... 20 SECTION 3.22 Maintenance of Separate Records for Each Series......... 21 ARTICLE IV SATISFACTION AND DISCHARGE.................................... 21 SECTION 4.1 Satisfaction and Discharge of COLT Indenture............ 21 SECTION 4.2 Application of Trust Money.............................. 22 SECTION 4.3 Repayment of Monies Held by Paying Agent................ 22 SECTION 4.4 Duration of Position of COLT Indenture Trustee.......... 23 ARTICLE V DEFAULT AND REMEDIES........................................... 23 SECTION 5.1 Events of Default....................................... 23 SECTION 5.2 Acceleration of Maturity; Rescission and Annulment...... 24 SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by COLT Indenture Trustee.................................. 25 SECTION 5.4 Remedies; Priorities.................................... 27 SECTION 5.5 Optional Preservation of the Series 2007-SN1 Lease Assets.................................................. 29 SECTION 5.6 Limitation of Suits..................................... 29 SECTION 5.7 Unconditional Rights of the COLT 2007-SN1 Secured Noteholders to Receive Principal and Interest........... 30 SECTION 5.8 Restoration of Rights and Remedies...................... 30 SECTION 5.9 Rights and Remedies Cumulative.......................... 31 SECTION 5.10 Delay or Omission, Not a Waiver......................... 31 SECTION 5.11 Control by the COLT 2007-SN1 Secured Noteholders........ 31
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PAGE ---- SECTION 5.12 Waiver of Past Defaults................................. 32 SECTION 5.13 Undertaking for Costs................................... 32 SECTION 5.14 Waiver of Stay or Extension Laws........................ 33 SECTION 5.15 Action on COLT 2007-SN1 Secured Notes................... 33 SECTION 5.16 Performance and Enforcement of Certain Obligations...... 33 ARTICLE VI THE COLT INDENTURE TRUSTEE.................................... 34 SECTION 6.1 Duties of COLT Indenture Trustee........................ 34 SECTION 6.2 Rights of COLT Indenture Trustee........................ 35 SECTION 6.3 COLT Indenture Trustee May Own COLT 2007-SN1 Secured Notes................................................... 36 SECTION 6.4 COLT Indenture Trustee's Disclaimer..................... 36 SECTION 6.5 Notice of Default....................................... 36 SECTION 6.6 Reports by COLT Indenture Trustee....................... 37 SECTION 6.7 Compensation; Indemnity................................. 38 SECTION 6.8 Replacement of COLT Indenture Trustee................... 38 SECTION 6.9 Merger or Consolidation of COLT Indenture Trustee....... 39 SECTION 6.10 Appointment of Co-COLT Indenture Trustee or Separate COLT Indenture Trustee.................................. 40 SECTION 6.11 Eligibility; Disqualification........................... 41 SECTION 6.12 Preferential Collection of Claims Against COLT.......... 41 SECTION 6.13 Representations and Warranties of COLT Indenture Trustee................................................. 41 SECTION 6.14 COLT Indenture Trustee May Enforce Claims Without Possession of COLT 2007-SN1 Secured Notes............... 42 SECTION 6.15 Suit for Enforcement.................................... 42 SECTION 6.16 Rights of COLT 2007-SN1 Secured Noteholders to Direct COLT Indenture Trustee.................................. 43 ARTICLE VII COLT 2007-SN1 SECURED NOTEHOLDERS' LISTS AND REPORTS......... 43 SECTION 7.1 COLT to Furnish COLT Indenture Trustee Names and Addresses of COLT 2007-SN1 Secured Noteholders.......... 43 SECTION 7.2 Preservation of Information, Communications to COLT 2007-SN1 Secured Noteholders............................ 43
iii TABLE OF CONTENTS (continued)
PAGE ---- SECTION 7.3 Reports by COLT......................................... 44 SECTION 7.4 Reports by Trustee...................................... 44 ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES........................ 44 SECTION 8.1 Collection of Money..................................... 44 SECTION 8.2 Designated Accounts; Allocations; Payments.............. 45 SECTION 8.3 General Provisions Regarding Designated Accounts........ 45 SECTION 8.4 Release of the COLT 2007-SN1 Trust Estate............... 46 SECTION 8.5 Opinion of Counsel...................................... 46 ARTICLE IX SUPPLEMENTAL INDENTURES....................................... 47 SECTION 9.1 Supplemental Indentures Without Consent of COLT 2007-SN1 Secured Noteholders..................................... 47 SECTION 9.2 Supplemental Indentures with Consent of COLT 2007-SN1 Secured Noteholders..................................... 48 SECTION 9.3 Execution of Supplemental Indentures.................... 50 SECTION 9.4 Effect of Supplemental Indenture........................ 50 SECTION 9.5 Conformity with Trust Indenture Act..................... 50 SECTION 9.6 Reference in COLT 2007-SN1 Secured Notes to Supplemental Indentures.............................................. 50 ARTICLE X REDEMPTION OF COLT 2007-SN1 SECURED NOTES...................... 51 SECTION 10.1 Redemption.............................................. 51 SECTION 10.2 COLT 2007-SN1 Secured Notes Payable on Redemption Date.. 51 ARTICLE XI MISCELLANEOUS................................................. 51 SECTION 11.1 Compliance Certificates and Opinions, Etc............... 51 SECTION 11.2 Form of Documents Delivered to COLT Indenture Trustee... 53 SECTION 11.3 Acts of COLT 2007-SN1 Secured Noteholders............... 54 SECTION 11.4 Notices, Etc., to COLT Indenture Trustee, COLT and Rating Agencies......................................... 54 SECTION 11.5 Notices to COLT 2007-SN1 Secured Noteholders; Waiver.... 55 SECTION 11.6 Alternate Payment and Notice Provisions................. 56 SECTION 11.7 Conflict with Trust Indenture Act....................... 56 SECTION 11.8 Effect of Headings and Table of Contents................ 56
iv TABLE OF CONTENTS (continued)
PAGE ---- SECTION 11.9 Successors and Assigns.................................. 56 SECTION 11.10 Severability............................................ 56 SECTION 11.11 Benefits of COLT Indenture.............................. 56 SECTION 11.12 Legal Holidays.......................................... 57 SECTION 11.13 GOVERNING LAW........................................... 57 SECTION 11.14 Counterparts............................................ 57 SECTION 11.15 Recording of COLT Indenture............................. 57 SECTION 11.16 No Recourse............................................. 57 SECTION 11.17 No Petition............................................. 58 SECTION 11.18 Inspection.............................................. 58 SECTION 11.19 Indemnification by and Reimbursement of the Servicer.... 59 SECTION 11.20 Series Liabilities...................................... 59 SECTION 11.21 Subordination........................................... 59
v EXHIBIT A FORM OF COLT 2007-SN1 SECURED NOTE THIS COLT 2007-SN1 INDENTURE, dated as of June 7, 2007 (this "COLT Indenture"), is between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, as indenture trustee (as COLT Indenture Trustee and not in its individual capacity, the "COLT Indenture Trustee"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the COLT 2007-SN1 Secured Notes: GRANTING CLAUSE COLT hereby Grants to the COLT Indenture Trustee, for the equal and ratable benefit of each Holder of a COLT 2007-SN1 Secured Note, a security interest in, and its transfer, assignment and conveyance of, without recourse, the following: (i) all right, title and interest of COLT in, to and under the Series 2007-SN1 Lease Assets listed on the Series 2007-SN1 Lease Assets Schedule attached as Schedule A to the COLT Sale and Contribution Agreement, all beneficial interest in the Vehicles related to the Series 2007-SN1 Lease Assets under the VAULT Trust Agreement, and all monies due thereunder on and after the Cutoff Date and with respect to the related Vehicles, to the extent permitted by law, all accessions thereto; (ii) the interest of COLT in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Vehicles or Lessees related to the Series 2007-SN1 Lease Assets; (iii) the interest of COLT in any proceeds from recourse against Dealers on the Series 2007-SN1 Lease Assets; (iv) all right, title and interest of COLT in, to and under the COLT 2007-SN1 Lease Assets Assignment; (v) all right, title and interest of COLT in, to and under the VAULT Trust Agreement (solely with respect to the Vehicles related to Series 2007-SN1 Lease Assets); (vi) all right, title and interest of COLT in, to and under the COLT Servicing Agreement and any other COLT 2007-SN1 Basic Document; (vii) all right, title and interest of COLT in, to and under the funds on deposit from time to time in the Designated Accounts, including all Designated Account Property; and (viii) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, and together with the Direct COLT Pledge, the "COLT 2007-SN1 Collateral"). In addition, to the extent that, notwithstanding the terms of the VAULT Trust Agreement and the Statutory Trust Act, COLT is deemed to hold a direct ownership interest in the legal title to any Vehicle related to the Series 2007-SN1 Lease Assets (and not merely a beneficial interest in VAULT representing an interest in the legal title to such Vehicle), COLT hereby grants, equally and ratably, to each COLT 2007-SN1 Secured Noteholder a security interest in all of COLT's rights in such Vehicle, to secure its obligations under the COLT Indenture (the assets pledged under such security interest, the "Direct COLT Pledge"). The Direct COLT Pledge shall constitute part of the COLT 2007-SN1 Collateral for all purposes hereunder, and each COLT 2007-SN1 Secured Noteholder, by its acceptance thereof, hereby appoints the COLT Indenture Trustee as its agent to act with respect to the Direct COLT Pledge as it is required to act with respect to the remainder of the COLT 2007-SN1 Collateral in accordance with this COLT Indenture. The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the COLT 2007-SN1 Secured Notes, equally and ratably without prejudice, priority or distinction among the Holders of the COLT 2007-SN1 Secured Notes and to secure compliance with the provisions of this COLT Indenture, all as provided in this COLT Indenture. This COLT Indenture constitutes a security agreement under the UCC. The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of COLT under any agreement or instrument included in the COLT 2007-SN1 Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Series 2007-SN1 Lease Assets included in the COLT 2007-SN1 Collateral and all other monies payable under the COLT 2007-SN1 Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of COLT or otherwise and generally to do and receive anything that COLT is or may be entitled to do or receive under or with respect to the COLT 2007-SN1 Collateral. Furthermore, on the Series 2007-SN1 Closing Date, VAULT shall grant a security interest in the Pledged Collateral to each COLT 2007-SN1 Secured Noteholder, to the extent set forth in the VAULT Security Agreement. The Pledged Collateral shall constitute part of the COLT 2007-SN1 Trust Estate for all purposes hereunder, and each COLT 2007-SN1 Secured Noteholder, by its acceptance thereof, hereby appoints the COLT Indenture Trustee as its agent to act with respect to the Pledged Collateral as it is required to act with respect to the remainder of the COLT 2007-SN1 Trust Estate in accordance with this COLT Indenture. COLT 2007 - SNI Indenture The Holders of the COLT 2007-SN1 Secured Notes shall enjoy solely the security of the COLT 2007-SN1 Trust Estate and shall have no recourse to the assets included in the Series Portfolio securing any other Series of Secured Notes or any other assets of COLT. The COLT Indenture Trustee, as indenture trustee on behalf of each Holder of the COLT 2007-SN1 Secured Notes, acknowledges such Grant and accepts the trusts under this COLT Indenture in accordance with the provisions of this COLT Indenture. ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Capitalized terms used in this COLT Indenture but not defined herein are defined in and shall have the meanings assigned to them in the COLT Series Definitions set forth in Part I of Exhibit A to the COLT Servicing Agreement, or if not defined therein, shall have the meanings assigned to them in the COLT Program Definitions set forth in Part I of Exhibit I to the Declaration of Trust, dated as of December 13, 2006 (as amended, modified or supplemented from time to time, the "Declaration of Trust"), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed by Central Originating Lease, LLC ("COLT, LLC"), as Residual Certificateholder. All references herein to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits of this COLT Indenture unless otherwise specified. All terms defined in this COLT Indenture shall have the defined meanings when used in any certificate, notice, COLT 2007-SN1 Secured Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of Exhibit A to the COLT Servicing Agreement shall be applicable to this COLT Indenture. SECTION 1.1 Incorporation by Reference of Trust Indenture Act. Whenever this COLT Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this COLT Indenture. The following TIA terms used in this COLT Indenture have the following meanings: "Commission" means the Securities and Exchange Commission; "indenture securities" means the COLT 2007-SN1 Secured Notes; "indenture security holder" means a COLT 2007-SN1 Secured Noteholder; "indenture to be qualified" means this COLT Indenture; "indenture trustee" means the COLT Indenture Trustee; "obligor" on the indenture securities means COLT and any other obligor on the indenture securities; All other TIA terms used in this COLT Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions. ARTICLE II THE SECURED NOTES SECTION 2.1 Form. (a) Each COLT 2007-SN1 Secured Note, together, in each case, with the COLT Indenture Trustee's certificate of authentication, shall be substantially in the form set forth in Exhibit A, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this COLT Indenture, and each such COLT 2007-SN1 Secured Note may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined to be appropriate by the officers executing such COLT 2007-SN1 Secured Notes, as evidenced by their execution of the COLT 2007-SN1 Secured Notes, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which such COLT 2007-SN1 Secured Notes may be listed or to conform to usage. Any portion of the text of any COLT 2007-SN1 Secured Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the COLT 2007-SN1 Secured Note. The COLT 2007-SN1 Secured Notes shall be secured by the COLT 2007-SN1 Trust Estate as set forth in this COLT Indenture. (b) The COLT 2007-SN1 Secured Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such COLT 2007-SN1 Secured Notes, as evidenced by their execution of such COLT 2007-SN1 Secured Notes. (c) Each COLT 2007-SN1 Secured Note shall be issued in the initial Secured Note Principal Balance set forth on the face thereof, which shall be equal to the product of (x) 50% and (y) the Secured Note Percentage and (z) Aggregate Initial ABS Value (with respect to each COLT 2007-SN1 Secured Note, the "Initial Secured Note Principal Balance"). (d) The terms of the COLT 2007-SN1 Secured Notes as provided for in Exhibit A are part of the terms of this COLT Indenture. SECTION 2.2 Execution, Authentication and Delivery. (a) Each COLT 2007-SN1 Secured Note shall be dated the date of its authentication and shall be issuable as a registered COLT 2007-SN1 Secured Note. (b) The COLT 2007-SN1 Secured Notes shall be executed on behalf of COLT by any of its Authorized Officers. The signature of any such Authorized Officer on the COLT 2007-SN1 Secured Notes may be manual or facsimile. (c) COLT 2007-SN1 Secured Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of COLT shall bind COLT, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such COLT 2007-SN1 Secured Notes or did not hold such office at the date of such COLT 2007-SN1 Secured Notes. (d) The COLT Indenture Trustee, in exchange for the Grant of the COLT 2007-SN1 Collateral, simultaneously with the Grant to the COLT Indenture Trustee of the COLT 2007-SN1 Collateral, and the constructive delivery to the COLT Indenture Trustee of the Series 2007-SN1 Lease Assets and the other components and assets of the COLT 2007-SN1 Collateral, shall cause to be authenticated and delivered to or upon the order of COLT, two COLT 2007-SN1 Secured Notes. (e) No COLT 2007-SN1 Secured Notes shall be entitled to any benefit under this COLT Indenture or be valid or obligatory for any purpose, unless there appears on such COLT 2007-SN1 Secured Note a certificate of authentication substantially in the form set forth in Exhibit A executed by the COLT Indenture Trustee by the manual signature of one of its Authorized Officers, and such certificate upon any COLT 2007-SN1 Secured Note shall be conclusive evidence, and the only evidence, that such COLT 2007-SN1 Secured Note has been duly authenticated and delivered hereunder. SECTION 2.3 Registration; Registration of Transfer and Exchange of COLT 2007-SN1 Secured Notes. (a) COLT shall cause to be kept the Secured Note Register, comprising separate registers for each of the COLT 2007-SN1 Secured Notes, in which, subject to such reasonable regulations as COLT may prescribe, COLT shall provide for the registration of the COLT 2007-SN1 Secured Notes and the registration of transfers and exchanges of the COLT 2007-SN1 Secured Notes. The COLT Indenture Trustee shall initially be the Secured Note Registrar for the purpose of registering the COLT 2007-SN1 Secured Notes and transfers or exchanges of the COLT 2007-SN1 Secured Notes as herein provided. Upon any resignation of any Secured Note Registrar, COLT shall promptly appoint a successor Secured Note Registrar or, if it elects not to make such an appointment, assume the duties of the Secured Note Registrar. (b) If a Person other than the COLT Indenture Trustee is appointed by COLT as Secured Note Registrar, COLT will give the COLT Indenture Trustee prompt written notice of the appointment of such Secured Note Registrar and of the location, and any change in the location, of the Secured Note Register. The COLT Indenture Trustee shall have the right to inspect the Secured Note Register at all reasonable times and to obtain copies thereof. The COLT Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Secured Note Registrar by a Responsible Officer thereof as to the names and addresses of the COLT 2007-SN1 Secured Noteholders and the Secured Note Principal Balances and number of such COLT 2007-SN1 Secured Notes. (c) Upon surrender for registration of transfer of any COLT 2007-SN1 Secured Note at the Corporate Trust Office of the COLT Indenture Trustee or Agency Office of COLT (and following the delivery, in the former case, of such COLT 2007-SN1 Secured Notes to COLT by the COLT Indenture Trustee), COLT shall execute, the COLT Indenture Trustee shall authenticate and the COLT 2007-SN1 Secured Noteholder shall obtain from the COLT Indenture Trustee, in the name of the designated transferee or transferees, one or more new COLT 2007-SN1 Secured Notes in any authorized denominations, of a like Secured Note Principal Balance. (d) At the option of the COLT 2007-SN1 Secured Noteholder, COLT 2007-SN1 Secured Notes may be exchanged for other COLT 2007-SN1 Secured Notes in any authorized denominations, of a like Secured Note Principal Balance, upon surrender of such COLT 2007-SN1 Secured Notes to be exchanged at the Corporate Trust Office of the COLT Indenture Trustee or the Agency Office of COLT (and following the delivery of such COLT 2007-SN1 Secured Notes to COLT by the COLT Indenture Trustee), COLT shall execute, and the COLT Indenture Trustee shall authenticate and the COLT 2007-SN1 Secured Noteholder shall obtain from the COLT Indenture Trustee, such COLT 2007-SN1 Secured Notes which the COLT 2007-SN1 Secured Noteholder making the exchange is entitled to receive. (e) All COLT 2007-SN1 Secured Notes issued upon any registration of transfer or exchange of other COLT 2007-SN1 Secured Notes shall be the valid obligations of COLT, evidencing the same debt, and entitled to the same benefits under this COLT Indenture, as the COLT 2007-SN1 Secured Notes surrendered upon such registration of transfer or exchange. (f) Every COLT 2007-SN1 Secured Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the COLT Indenture Trustee and the Secured Note Registrar, duly executed by the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office of the COLT Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the COLT Indenture Trustee may require. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of COLT 2007-SN1 Secured Notes, but COLT or the COLT Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of COLT 2007-SN1 Secured Notes, other than exchanges pursuant to Section 9.5 not involving any transfer. (h) By acquiring a COLT 2007-SN1 Secured Note or any interest therein, each purchaser and transferee shall be deemed to represent and warrant that either (a) it is not acquiring the COLT 2007-SN1 Secured Note with the plan assets of a Benefit Plan (as defined in Appendix A to the Trust Sale and Administration Agreement) or other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (b) the acquisition and holding of the COLT 2007-SN1 Secured Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law. (i) The preceding provisions of this Section 2.3 notwithstanding, COLT shall not be required to transfer or make exchanges, and the Secured Note Registrar need not register transfers or exchanges, of (i) COLT 2007-SN1 Secured Notes that have been selected for redemption pursuant to Article X, if applicable; (ii) COLT 2007-SN1 Secured Notes that are due for final payment within 15 days of submission to the Corporate Trust Office or the Agency Office; or (iii) COLT 2007-SN1 Secured Notes if Section 2.11 shall not have been complied with in connection with any transfer or exchange thereof. SECTION 2.4 Mutilated, Destroyed, Lost or Stolen COLT 2007-SN1 Secured Notes. (a) If (i) any mutilated COLT 2007-SN1 Secured Note is surrendered to the COLT Indenture Trustee, or the COLT Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any COLT 2007-SN1 Secured Note, and (ii) there is delivered to COLT and the COLT Indenture Trustee such security or indemnity as may be required by each such Person to hold each such Person harmless, then, in the absence of notice to COLT, the Secured Note Registrar or the COLT Indenture Trustee that such COLT 2007-SN1 Secured Note has been acquired by a Protected Purchaser, COLT shall execute and upon COLT's request the COLT Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen COLT 2007-SN1 Secured Note, a replacement COLT 2007-SN1 Secured Note of a like Secured Note Principal Balance; provided, however, that if any such destroyed, lost or stolen COLT 2007-SN1 Secured Note, but not a mutilated COLT 2007-SN1 Secured Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement COLT 2007-SN1 Secured Note, COLT may make payment to the Holder of such destroyed, lost or stolen COLT 2007-SN1 Secured Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. (b) If, after the delivery of a replacement COLT 2007-SN1 Secured Note or payment in respect of a destroyed, lost or stolen COLT 2007-SN1 Secured Note pursuant to Section 2.4(a), a Protected Purchaser of the original COLT 2007-SN1 Secured Note in lieu of which such replacement COLT 2007-SN1 Secured Note was issued presents for payment such original COLT 2007-SN1 Secured Note, COLT and the COLT Indenture Trustee shall be entitled to recover such replacement COLT 2007-SN1 Secured Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement COLT 2007-SN1 Secured Note from the Person to whom such replacement COLT 2007-SN1 Secured Note was delivered; or (iii) any assignee of such Person, except a Protected Purchaser, and COLT and the COLT Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by COLT or the COLT Indenture Trustee in connection therewith. (c) In connection with the issuance of any replacement COLT 2007-SN1 Secured Note under this Section 2.4, COLT may require the payment by the Holder of such COLT 2007-SN1 Secured Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all fees and expenses of the COLT Indenture Trustee) connected therewith. (d) Any duplicate COLT 2007-SN1 Secured Note issued pursuant to this Section 2.4 in replacement for any mutilated, destroyed, lost or stolen COLT 2007-SN1 Secured Note shall constitute an original additional contractual obligation of COLT, whether or not the mutilated, destroyed, lost or stolen COLT 2007-SN1 Secured Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this COLT Indenture equally and proportionately with any and all other COLT 2007-SN1 Secured Notes duly issued hereunder. (e) The provisions of this Section 2.4 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen COLT 2007-SN1 Secured Notes. SECTION 2.5 Payment of Principal and Interest. (a) Each COLT 2007-SN1 Secured Note shall accrue interest from and including the Series 2007-SN1 Closing Date on the Secured Note Principal Balance of such COLT 2007-SN1 Secured Note, until but excluding the date on which the Secured Note Principal Balance of such COLT 2007-SN1 Secured Note is reduced to zero. Interest shall accrue on each COLT 2007-SN1 Secured Note at the COLT 2007-SN1 Secured Note Rate. On each Payment Date, each COLT 2007-SN1 Secured Note shall be paid interest in an amount equal to the Secured Note Interest Distributable Amount payable to such COLT 2007-SN1 Secured Note in accordance with Section 3.03(c)(ii) of the COLT Servicing Agreement on such Payment Date. Any instalment of interest payable on the COLT 2007-SN1 Notes shall be punctually paid or duly provided for with funds set aside in the COLT Collection Account on the applicable Payment Date and shall be paid to the Person in whose name such COLT 2007-SN1 Secured Note is registered in the Secured Note Register on the applicable Record Date, by wire transfer in immediately available funds to the account or accounts designated in writing by such Holder to the COLT Indenture Trustee on or prior to the related Record Date. (b) To the extent of funds available therefor, the outstanding principal amount of each COLT 2007-SN1 Secured Note shall be paid in instalments on each Payment Date, in the amounts and in accordance with the priorities set forth in Section 3.03(c)(iii) of the COLT Servicing Agreement. The outstanding principal amount of the COLT 2007-SN1 Secured Notes shall be due and payable in full on the Final Maturity Date. All principal payments on the COLT 2007-SN1 Secured Notes shall be made pro rata to the COLT 2007-SN1 Secured Noteholders, as provided in Section 3.03(c)(iii) of the COLT Servicing Agreement. Any instalment of principal payable on any COLT 2007-SN1 Secured Note shall be punctually paid or duly provided for with funds set aside in the COLT Collection Account established with respect to the Series 2007-SN1 Lease Assets on the applicable Payment Date and shall be paid to the Person in whose name such COLT 2007-SN1 Secured Note is registered in the Secured Note Register on the applicable Record Date by wire transfer in immediately available funds to the account or accounts designated by such Holder on or prior to the related Record Date, except for the Redemption Price for the COLT 2007-SN1 Secured Notes redeemed pursuant to Section 10.1, which shall be payable as provided herein. The funds represented by any such wire transfers in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3. (c) From and after the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the COLT 2007-SN1 Secured Notes have become immediately due and payable, until such time as all Events of Default have been cured or waived as provided in Section 5.2(b), all interest and principal payments shall be allocated pro rata among the Holders of all of the COLT 2007-SN1 Secured Notes on the basis of the Secured Note Principal Balances of COLT 2007-SN1 Secured Notes held by such Holders. (d) With respect to any Payment Date on which the final instalment of principal and interest on a COLT 2007-SN1 Secured Note is to be paid, the COLT Indenture Trustee on behalf of COLT shall notify each COLT 2007-SN1 Secured Noteholders of record as of the Record Date for such Payment Date of the fact that the final instalment of principal and interest on such COLT 2007-SN1 Secured Note is to be paid on such Payment Date. With respect to any COLT 2007-SN1 Secured Notes, such notice shall be sent not later than three Business Days after such Record Date in accordance with Section 11.5(a), and shall specify that such final instalment shall be payable only upon presentation and surrender of such COLT 2007-SN1 Secured Note and shall specify the place where such COLT 2007-SN1 Secured Note may be presented and surrendered for payment of such instalment and the manner in which such payment shall be made. (e) All distributions of principal and interest on the COLT 2007-SN1 Secured Notes and the CARAT Collection Account Shortfall Amount shall be made by the COLT Indenture Trustee from the COLT Collection Account solely pursuant to the calculations and written direction of the Servicer in accordance with Section 3.03(a) of the COLT Servicing Agreement. SECTION 2.6 Persons Deemed Secured Noteholders. Prior to due presentment for registration of transfer of any COLT 2007-SN1 Secured Note, COLT, the COLT Indenture Trustee and any agent of COLT or the COLT Indenture Trustee shall treat the Person in whose name any COLT 2007-SN1 Secured Note is registered in the Secured Note Register (as of the day of determination) as the COLT 2007-SN1 Secured Noteholder for the purpose of receiving payments of principal of and interest on such COLT 2007-SN1 Secured Note and for all other purposes whatsoever, whether or not such COLT 2007-SN1 Secured Note be overdue, and neither COLT, the COLT Indenture Trustee nor any agent of COLT or the COLT Indenture Trustee shall be affected by notice to the contrary. SECTION 2.7 Cancellation of COLT 2007-SN1 Secured Notes. All COLT 2007-SN1 Secured Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the COLT Indenture Trustee, be delivered to the COLT Indenture Trustee and shall be promptly canceled by the COLT Indenture Trustee. COLT may at any time deliver to the COLT Indenture Trustee for cancellation any COLT 2007-SN1 Secured Notes previously authenticated and delivered hereunder which the Trust may have acquired in any manner whatsoever, and all COLT 2007-SN1 Secured Notes so delivered shall be promptly canceled by the COLT Indenture Trustee. No COLT 2007-SN1 Secured Notes shall be authenticated in lieu of or in exchange for any COLT 2007-SN1 Secured Notes canceled as provided in this Section 2.7, except as expressly permitted by this COLT Indenture. All canceled COLT 2007-SN1 Secured Notes may be held or disposed of by the COLT Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless COLT shall direct by a COLT Order that they be destroyed or returned to it; provided, however, that such COLT Order is timely and the COLT 2007-SN1 Secured Notes have not been previously disposed of by the COLT Indenture Trustee. The COLT Indenture Trustee shall certify to COLT upon request that surrendered COLT 2007-SN1 Secured Notes have been duly canceled and retained or destroyed, as the case may be. SECTION 2.8 Release of COLT 2007-SN1 Trust Estate. The COLT Indenture Trustee shall release property from the Lien of this COLT Indenture, other than as permitted by Sections 3.20, 8.4 and 11.1, only upon receipt of a COLT Request accompanied by an Officers' Certificate an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1). SECTION 2.9 Seller, CARI and the Trust as COLT 2007-SN1 Secured Noteholders. Each of the Seller, CARI, and the Trust, in their individual or any other capacity, may become the owner or pledgee of COLT 2007-SN1 Secured Notes and may otherwise deal with COLT or its affiliates with the same rights it would have if it were not the Seller or, with respect to CARI and the Trust, an Affiliate of the Seller. SECTION 2.10 Tax Treatment. COLT and the COLT Indenture Trustee, by entering into this COLT Indenture, and the COLT 2007-SN1 Secured Noteholders, by acquiring any COLT 2007-SN1 Secured Note or interest therein, (i) express their intention that the COLT 2007-SN1 Secured Notes qualify under applicable tax law as indebtedness secured by the COLT 2007-SN1 Trust Estate and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the COLT 2007-SN1 Secured Notes as indebtedness secured by the COLT 2007-SN1 Trust Estate for the purpose of federal income taxes, State and local income and franchise taxes, any applicable single business tax, including the Michigan single business tax and any other taxes imposed upon, measured by or based upon gross or net income. ARTICLE III COVENANTS SECTION 3.1 Payment of Principal and Interest and Other Amounts. COLT shall duly and punctually pay the principal of and interest on the COLT 2007-SN1 Secured Notes and the CARAT Collection Account Shortfall Amount in accordance with the terms of the COLT 2007-SN1 Basic Documents. On each Payment Date and on the Redemption Date (if applicable), COLT shall cause amounts on deposit in the COLT Collection Account to be paid to the COLT 2007-SN1 Secured Noteholders in accordance with Sections 2.5 and 8.2 and with Section 3.03 of the COLT Servicing Agreement, less amounts properly withheld under the Code by any Person from a payment to any COLT 2007-SN1 Secured Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by COLT to such COLT 2007-SN1 Secured Noteholder for all purposes of this COLT Indenture. SECTION 3.2 Maintenance of Agency Office. As long as any of the COLT 2007-SN1 Secured Notes remains outstanding, COLT shall maintain in the Borough of Manhattan, The City of New York, an office (the "Agency Office"), being an office or agency where COLT 2007-SN1 Secured Notes may be surrendered to COLT for registration of transfer or exchange, and where notices and demands to or upon COLT in respect of the COLT 2007-SN1 Secured Notes and this COLT Indenture may be served. COLT hereby initially appoints the COLT Indenture Trustee to serve as its agent for the foregoing purposes. COLT shall give prompt written notice to the COLT Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time COLT shall fail to maintain any such office or agency or shall fail to furnish the COLT Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the COLT Indenture Trustee, and COLT hereby appoints the COLT Indenture Trustee as its agent to receive all such surrenders, notices and demands. SECTION 3.3 Money for Payments to Be Held in Trust. (a) As provided in Section 8.2(a) and (b), all payments of amounts due and payable with respect to any COLT 2007-SN1 Secured Notes that are to be made from amounts withdrawn from the COLT Collection Account pursuant to Section 3.03 of the COLT Servicing Agreement shall be made on behalf of COLT by the COLT Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the COLT Collection Account for payments of such COLT 2007-SN1 Secured Notes shall be paid over to COLT except as provided in this Section 3.3. (b) On or before the Redemption Date, COLT shall cause the Servicer to deposit into the COLT Collection Account, pursuant to Section 6.01 of the COLT Servicing Agreement, the Optional Purchase Price. On or before each Payment Date, COLT shall deposit or cause to be deposited in the COLT Collection Account, pursuant to Section 3.03(b) of the COLT Servicing Agreement, an aggregate sum sufficient to pay the amounts then becoming due with respect to the COLT 2007-SN1 Secured Notes and the CARAT Collection Account Shortfall Amount, such sum to be held in trust for the benefit of the Persons entitled thereto. (c) COLT shall cause each Paying Agent other than the COLT Indenture Trustee to execute and deliver to the COLT Indenture Trustee an instrument in which such Paying Agent shall agree with the COLT Indenture Trustee (and if the Servicer acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall: (i) hold all sums held by it for the payment of amounts due with respect to the COLT 2007-SN1 Secured Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (ii) give the COLT Indenture Trustee notice of any default by COLT (or any other obligor upon the COLT 2007-SN1 Secured Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the COLT 2007-SN1 Secured Notes; (iii) at any time during the continuance of any such default, upon the written request of the COLT Indenture Trustee, forthwith pay to the COLT Indenture Trustee all sums so held in trust by such Paying Agent; (iv) immediately resign as a Paying Agent and forthwith pay to the COLT Indenture Trustee all sums held by it in trust for the payment of the COLT 2007-SN1 Secured Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on the COLT 2007-SN1 Secured Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. (d) COLT may at any time, for the purpose of obtaining the satisfaction and discharge of this COLT Indenture or for any other purpose, by a COLT Order direct any Paying Agent to pay to the COLT Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by COLT Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the COLT Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. (e) Subject to applicable laws with respect to escheat of funds, any distribution to any COLT 2007-SN1 Secured Noteholder returned to the COLT Indenture Trustee or any Paying Agent for any reason, held by the COLT Indenture Trustee or such Paying Agent in trust for the payment of any amount due with respect to any COLT 2007-SN1 Secured Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to COLT by the COLT Indenture Trustee or such Paying Agent to COLT upon receipt of a COLT Request; and such COLT 2007-SN1 Secured Noteholder shall thereafter, as an unsecured creditor, look only to COLT for payment thereof (but only to the extent of the amounts so paid to COLT), and all liability of the COLT Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the COLT Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of COLT cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to COLT. The COLT Indenture Trustee may also adopt and employ, at the expense of COLT, any other reasonable means of notification of such payment (including mailing notice of such repayment of any COLT 2007-SN1 Secured Noteholder whose right to or interest in monies due and payable but not claimed is determinable from the records of the Secured Note Registrar, at the last address of record for each COLT 2007-SN1 Secured Noteholder). SECTION 3.4 Existence. COLT shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor trust hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case COLT shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this COLT Indenture, the COLT 2007-SN1 Secured Notes, the COLT 2007-SN1 Collateral and each other instrument or agreement included in the COLT 2007-SN1 Trust Estate. SECTION 3.5 Protection of COLT 2007-SN1 Trust Estate; Acknowledgment of Pledge. (a) COLT shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and deliver all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to: (i) maintain or preserve the Lien (and the priority thereof) of this COLT Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within 60 days after the occurrence of any of the following and by promptly notifying the COLT Indenture Trustee in writing of any such filings: (A) any change in COLT's true legal name or any of its trade names, (B) any change in the location of COLT's jurisdiction of organization, (C) any merger or consolidation or other change in COLT's identity or organizational structure or jurisdiction of organization in which COLT is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this COLT Indenture and the priority thereof; (iii) enforce the rights of the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders in the COLT 2007-SN1 Trust Estate; or (iv) preserve and defend title to the COLT 2007-SN1 Trust Estate and the rights of the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders in such COLT 2007-SN1 Trust Estate against the claims of all Persons and parties; and COLT hereby designates the COLT Indenture Trustee its agent and attorney-in-fact to authorize and/or execute any financing statement, continuation statement or other instrument required pursuant to this Section 3.5. (b) COLT hereby authorizes the COLT Indenture Trustee to file all financing statements, continuation statements or other instruments naming COLT as debtor that are necessary or advisable to perfect, make effective or continue the Lien of this COLT Indenture and the VAULT Security Agreement with respect to the COLT 2007-SN1 Trust Estate, and authorizes the COLT Indenture Trustee to take any such action without its signature. SECTION 3.6 Opinions as to COLT 2007-SN1 Collateral. (a) On the Series 2007-SN1 Closing Date, COLT shall furnish to the COLT Indenture Trustee and each COLT 2007-SN1 Secured Noteholder an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this COLT Indenture, any indentures supplemental hereto and any other requisite documents, and with respect to the authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien of this COLT Indenture in the related COLT 2007-SN1 Collateral and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective. (b) On or before March 15 in each calendar year, beginning March 15, 2008, COLT shall furnish to the COLT Indenture Trustee and each COLT 2007-SN1 Secured Noteholder an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this COLT Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien created by this COLT Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the Lien created by this COLT Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this COLT Indenture, any indentures supplemental hereto and any other requisite documents and the authorization and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien created by this COLT Indenture until March 15 in the following calendar year. SECTION 3.7 Performance of Obligations; Servicing of Series 2007-SN1 Lease Assets. (a) COLT shall not take any action and shall use its reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the COLT 2007-SN1 Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as otherwise expressly provided in this COLT Indenture, any other COLT 2007-SN1 Basic Document or such other instrument or agreement. (b) COLT may contract with other Persons to assist it in performing its duties under this COLT Indenture, and any performance of such duties by a Person identified to the COLT Indenture Trustee in the COLT 2007-SN1 Basic Documents or an Officer's Certificate of COLT shall be deemed to be action taken by COLT. Initially, COLT has contracted with the Servicer to assist COLT in performing its duties under this COLT Indenture. (c) COLT shall punctually perform and observe all of its obligations and agreements contained in this COLT Indenture, any other COLT 2007-SN1 Basic Documents and in the instruments and agreements included in the COLT 2007-SN1 Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this COLT Indenture and any other COLT 2007-SN1 Basic Document in accordance with and within the time periods provided for herein and therein. (d) If COLT shall have knowledge of the occurrence of a Servicer Default under the COLT Servicing Agreement, COLT shall promptly (and in any event within five Business Days) notify the COLT Indenture Trustee, the COLT 2007-SN1 Secured Noteholders and the Rating Agencies in writing thereof, and shall specify in such notice the response or action, if any, COLT has taken or is taking with respect to such default. If any such Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the COLT Servicing Agreement with respect to the Series 2007-SN1 Lease Assets, COLT and the COLT Indenture Trustee shall take all reasonable steps available to them pursuant to such COLT Servicing Agreement to remedy such failure. (e) Without derogating from the absolute nature of the assignment granted under this COLT Indenture with respect to the COLT 2007-SN1 Collateral and under the VAULT Security Agreement with respect to the Pledged Collateral or the rights of the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders hereunder or under the VAULT Security Agreement, COLT agrees that it shall not, without the prior written consent of the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any assets included in the COLT 2007-SN1 Trust Estate or any of COLT 2007-SN1 Basic Documents, or waive timely performance or observance by any party under any of the COLT 2007-SN1 Basic Documents. SECTION 3.8 Negative Covenants. So long as any COLT 2007-SN1 Secured Notes are Outstanding, COLT shall not: (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets included in the COLT 2007-SN1 Trust Estate, except COLT may cause the Servicer to: (i) collect, liquidate, sell or otherwise dispose of COLT's interest in the Series 2007-SN1 Lease Assets (including any Warranty Lease Assets, Administrative Lease Assets, and Liquidating Lease Assets, and any related Vehicles); (ii) make cash payments out of the Designated Accounts and Payment Ahead Servicing Account; and (iii) take other actions, in each case as permitted by the COLT 2007-SN1 Basic Documents; (b) claim any credit on, or make any deduction from the principal and interest payable in respect of COLT 2007-SN1 Secured Notes (other than amounts withheld from such payments under the Code or applicable State law) or assert any claim against any present or former COLT 2007-SN1 Secured Noteholder by reason of the payment of any taxes levied or assessed upon any part of the COLT 2007-SN1 Trust Estate; (c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f); or (d) either (i) permit the validity or effectiveness of this COLT Indenture or any other COLT 2007-SN1 Basic Documents to be impaired, or permit the Lien of this COLT Indenture in the related COLT 2007-SN1 Collateral or the Lien of the VAULT Security Agreement in the Pledged Collateral to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the COLT 2007-SN1 Secured Notes under this COLT Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this COLT Indenture in the COLT 2007-SN1 Collateral and the Lien of the VAULT Security Agreement in the Pledged Collateral) to be created on or extend to or otherwise arise upon or burden the COLT 2007-SN1 Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens and any other Liens that arise by operation of law or as otherwise contemplated by the COLT 2007-SN1 Basic Documents) or (iii) permit the Lien of this COLT Indenture not to constitute a valid first priority perfected security interest in the COLT 2007-SN1 Collateral or the Lien of the VAULT Security Agreement not to constitute a valid first priority perfected security interest in the Pledged Collateral (in each case, other than with respect to any such tax lien or other Lien). SECTION 3.9 Annual Statement as to Compliance. Until the COLT 2007-SN1 Secured Notes have been paid in full, COLT shall deliver to the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders, on or before March 15 of each year, beginning March 15, 2008, an Officer's Certificate signed by an Authorized Officer of COLT, dated as of December 31 of the preceding year, stating that: (a) a review of the activities of COLT during the preceding 12-month period (or, with respect to the first such Officer's Certificate, such period as shall have elapsed since the Series 2007-SN1 Closing Date) and of COLT's performance under this COLT Indenture has been made under such Authorized Officer's supervision; and (b) to the best of such Authorized Officer's knowledge, based on such review, COLT has fulfilled all of its obligations under this COLT Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof. SECTION 3.10 Consolidation, Merger, Etc., of Trust; Disposition of Trust Assets. (a) COLT shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than COLT) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and be a U.S. Person, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the COLT Indenture Trustee, in form satisfactory to the COLT Indenture Trustee, the due and timely payment of the principal of and interest on all COLT 2007-SN1 Secured Notes and the performance or observance of every agreement and covenant of this COLT Indenture on the part of COLT to be performed or observed, all as provided herein; (ii) immediately after giving effect to such merger or consolidation, no Default or Event of Default shall have occurred and be continuing; (iii) the Approval Condition shall have been satisfied with respect to such transaction and such Person; (iv) any action as is necessary to maintain the Lien created by this COLT Indenture in the COLT 2007-SN1 Collateral shall have been taken; and (v) COLT shall have delivered to the COLT Indenture Trustee an Officer's Certificate and an Opinion of Counsel addressed to COLT and the COLT Indenture Trustee, each stating: (A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10; (B) that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequences to COLT or any COLT 2007-SN1 Secured Noteholder; and (C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. (b) Except as otherwise expressly permitted by this COLT Indenture or any other COLT 2007-SN1 Basic Documents, COLT shall not sell, convey, exchange, transfer or otherwise dispose of any of the properties or assets included in the COLT 2007-SN1 Trust Estate to any Person, unless: (i) the Person that acquires such properties or assets of COLT (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and be a U.S. Person and (B) by an indenture supplemental hereto, executed and delivered to the COLT Indenture Trustee, in form satisfactory to the COLT Indenture Trustee: (A) expressly assumes the due and punctual payment of the principal of and interest on all COLT 2007-SN1 Secured Notes, and the performance or observance of every agreement and covenant of this COLT Indenture on the part of COLT to be performed or observed, all as provided herein; (B) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of COLT 2007-SN1 Secured Noteholders; (C) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless COLT against and from any loss, liability or expense arising under or related to this COLT Indenture and the COLT 2007-SN1 Secured Notes; and (D) expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the COLT 2007-SN1 Secured Notes. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Approval Condition shall have been satisfied with respect to such transaction and such Person; (iv) any action as is necessary to maintain the Lien created by this COLT Indenture shall have been taken; and (v) COLT shall have delivered to the COLT Indenture Trustee an Officer's Certificate and an Opinion of Counsel addressed to COLT, each stating that: (A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10; (B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to COLT or to any COLT 2007-SN1 Secured Noteholder; and (C) all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act. SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or merger of COLT in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than COLT) shall succeed to, and be substituted for, and may exercise every right and power of, COLT under this COLT Indenture and the other COLT 2007-SN1 Basic Documents with the same effect as if such Person had been named as COLT herein. (b) Upon a conveyance or transfer of all or substantially all the assets and properties included in the COLT 2007-SN1 Collateral pursuant to Section 3.10(b), COLT shall be released from every covenant and agreement of this COLT Indenture and the other COLT 2007-SN1 Basic Documents to be observed or performed on the part of COLT with respect to the COLT 2007-SN1 Secured Notes immediately upon the delivery of written notice to the COLT Indenture Trustee from the Person acquiring such assets and properties stating that COLT is to be so released. SECTION 3.12 No Other Business. COLT shall not engage in any business or activity other than acquiring, holding, pledging and managing the COLT 2007-SN1 Trust Estate and the proceeds therefrom in the manner contemplated by the COLT 2007-SN1 Basic Documents, issuing COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificate, making payments on COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificate and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or are otherwise described or set forth in Section 2.3 of the Declaration of Trust. SECTION 3.13 No Borrowing. COLT shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the COLT 2007-SN1 Secured Notes, money borrowed in respect of any other Series of Secured Notes or otherwise in accordance with the COLT 2007-SN1 Basic Documents including Section 2.3 of the Declaration of Trust. SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this COLT Indenture or the other COLT 2007-SN1 Basic Documents, COLT shall not make any loan or advance of credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. SECTION 3.15 Servicer's Obligations. COLT shall use its best efforts to cause the Servicer to comply with its obligations under Sections 2.15, 2.16 and 2.17 of the COLT Servicing Agreement. SECTION 3.16 Capital Expenditures. COLT shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Series 2007-SN1 Lease Assets and other related property and rights from time to time pursuant to the COLT Sale and Contribution Agreement. SECTION 3.17 Restricted Payments. Except for payments of principal or interest on or redemption of the COLT 2007-SN1 Secured Notes or payment on the CARAT Collection Account Shortfall Amount, so long as any COLT 2007-SN1 Secured Notes are Outstanding, COLT shall not, directly or indirectly: (a) pay any dividend or make any distribution from collections received on the COLT 2007-SN1 Trust Estate (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the COLT Owner Trustee or the Series 2007-SN1 Certificateholder or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Series 2007-SN1 Portfolio or to the Servicer; (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security of the Series 2007-SN1 Portfolio; or (c) set aside or otherwise segregate any amounts for any such purpose; provided, however, that COLT may make, or cause to be made (x) distributions to the Servicer, the COLT Indenture Trustee, the COLT Owner Trustee and the Series 2007-SN1 Certificateholder as permitted by, and to the extent funds are available for such purpose under, the COLT 2007-SN1 Basic Documents and (y) distributions from any other Series Portfolio in accordance with the transaction documents related to such other Series Portfolio. COLT shall not, directly or indirectly, make payments to or distributions from the COLT Collection Account except in accordance with the COLT 2007-SN1 Basic Documents. SECTION 3.18 Notice of Events of Default. COLT agrees to give the COLT Indenture Trustee, each COLT 2007-SN1 Secured Noteholder and the Rating Agencies prompt written notice of each Event of Default, each Servicer Default under the COLT Servicing Agreement, each default on the part of the Servicer of its obligations under the COLT 2007-SN1 Basic Documents and each default on the part of the Seller of its obligations under the COLT Sale and Contribution Agreement. SECTION 3.19 Further Instruments and Acts. Upon request of the COLT Indenture Trustee, COLT shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this COLT Indenture. SECTION 3.20 COLT Indenture Trustee's Assignment of Administrative Lease Assets and Warranty Lease Assets and Sale or Other Distribution of the Related Vehicles. Upon receipt of the Administrative Purchase Payment with respect to any Administrative Lease Asset or the Warranty Payment with respect to any Warranty Lease Asset, in each case into the COLT Collection Account, the COLT Indenture Trustee shall assign, without recourse, representation or warranty, (x) such Warranty Lease Asset to the Seller under the COLT Sale and Contribution Agreement, or (y) such Administrative Lease Asset to the Servicer under the COLT Servicing Agreement, as the case may be, all the COLT Indenture Trustee's right, title and interest in and to such purchased Series 2007-SN1 Lease Asset, all monies due thereon, the security interest in the related Vehicle and any and all proceeds, rights and remedies relating thereto, such assignment being an assignment outright and not for security; and the Seller or the Servicer, as applicable, shall thereupon own such Series 2007-SN1 Lease Asset, and all such security and documents, free of any further obligation to the COLT Indenture Trustee, the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder with respect thereto. In addition, the Servicer shall have the right to sell or otherwise dispose of the Vehicles related to the Series 2007-SN1 Lease Assets in accordance with the COLT Servicing Agreement. Upon the sale or other disposition of any such Vehicle by the Servicer, the Lien of the COLT Indenture Trustee shall be automatically released upon the Servicer's receipt of the proceeds of any such sale or liquidation. If in any enforcement suit or legal proceeding it is held that the Servicer under the COLT Servicing Agreement may not enforce a Series 2007-SN1 Lease Asset included in the COLT 2007-SN1 Collateral on the ground that it is not a real party in interest or a holder entitled to enforce the Series 2007-SN1 Lease Asset, the COLT Indenture Trustee shall, at the Servicer's expense and written direction (which may be by electronic mail or other electronic transmission), take such steps as the Servicer deems necessary to enforce such Series 2007-SN1 Lease Asset, including bringing suit in the COLT Indenture Trustee's name or the names of the COLT 2007-SN1 Secured Noteholders and/or the COLT 2007-SN1 Certificateholder. SECTION 3.21 Representations and Warranties by COLT to the COLT Indenture Trustee. COLT hereby represents and warrants to the COLT Indenture Trustee as follows as of the Series 2007-SN1 Closing Date: (a) Good Title. No interest in any Series 2007-SN1 Lease Asset (other than any Administrative Lease Asset, Liquidating Lease Asset or Warranty Lease Asset or otherwise pursuant to the COLT 2007-SN1 Basic Documents) has been sold, transferred, assigned or pledged by COLT to any Person other than the COLT Indenture Trustee as of the Series 2007-SN1 Closing Date (except that GMAC LLC, as initial holder of the COLT 2007-SN1 Secured Notes, has been named as the lienholder and VAULT has been named the legal titleholder on the certificates of title of the related Vehicles); immediately prior to the conveyance of such Series 2007-SN1 Lease Assets pursuant to this COLT Indenture, COLT had good and marketable title thereto, free of any Lien (other than tax liens and any other Liens that attach by operation of law); and, upon execution and delivery of this COLT Indenture, the COLT Indenture Trustee shall have all of the right, title and interest of COLT in, to and under the Series 2007-SN1 Lease Assets, free of any Lien (other than tax liens and any other Liens that attach by operation of law); and (b) All Filings Made. All filings (including UCC filings) and notations necessary in any jurisdiction to give the COLT Indenture Trustee (or, with respect to the Direct COLT Pledge, each COLT 2007-SN1 Secured Noteholder) a first priority perfected security interest in the COLT 2007-SN1 Collateral have been made. SECTION 3.22 Maintenance of Separate Records for Each Series. So long as any COLT 2007-SN1 Secured Note remains Outstanding and pursuant to Section 3.2(a) of the Declaration of Trust, COLT shall maintain separate and distinct records with respect to the Series 2007-SN1 Lease Assets and the remainder of the Series 2007-SN1 Portfolio and the Series 2007-SN1 Lease Assets and the remainder of the Series 2007-SN1 Portfolio shall be held and accounted for separately from any other Trust Assets allocated to any other Series Portfolio or the Residual Interest. ARTICLE IV SATISFACTION AND DISCHARGE SECTION 4.1 Satisfaction and Discharge of COLT Indenture. This COLT Indenture shall cease to be of further effect except as to: (i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen COLT 2007-SN1 Secured Notes; (iii) rights of COLT 2007-SN1 Secured Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.6, 3.10, 3.12, 3.13, 3.18, 3.20 and 11.16; (v) the rights, obligations and immunities of the COLT Indenture Trustee hereunder (including the rights of the COLT Indenture Trustee under Section 6.7 and the obligations of the COLT Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of COLT 2007-SN1 Secured Noteholders as beneficiaries hereof with respect to the property so deposited with the COLT Indenture Trustee payable to all or any of them, and the COLT Indenture Trustee, on demand of and at the expense of COLT, shall execute proper instruments acknowledging satisfaction and discharge of this COLT Indenture with respect to the COLT 2007-SN1 Secured Notes, if: (a) either: (i) all COLT 2007-SN1 Secured Notes theretofore authenticated and delivered (other than (A) COLT 2007-SN1 Secured Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.4 and (B) COLT 2007-SN1 Secured Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by COLT and thereafter repaid to COLT or discharged from such trust, as provided in Section 3.3) have been delivered to the COLT Indenture Trustee for cancellation; or (ii) all COLT 2007-SN1 Secured Notes not theretofore delivered to the COLT Indenture Trustee for cancellation: (A) have become due and payable, (B) will be due and payable on their respective Final Maturity Dates within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the COLT Indenture Trustee for the giving of notice of redemption by the COLT Indenture Trustee in the name, and at the expense, of COLT or such COLT 2007-SN1 Secured Notes have been redeemed in accordance with Section 10.1, and COLT, in the case of clause (A), (B) or (C) of subsection 4.1(a)(ii), has irrevocably deposited or caused to be irrevocably deposited with the COLT Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and accrued interest on such COLT 2007-SN1 Secured Notes not theretofore delivered to the COLT Indenture Trustee for cancellation when due on the Final Maturity Date for such COLT 2007-SN1 Secured Notes or the Redemption Date for such COLT 2007-SN1 Secured Notes (if such COLT 2007-SN1 Secured Notes have been called for redemption pursuant to Section 10.1), as the case may be; (b) COLT has paid or caused to be paid all amounts and has performed all obligations which COLT may owe to the COLT Indenture Trustee personally or to the COLT Indenture Trustee for the benefit of the COLT 2007-SN1 Secured Noteholders under this COLT Indenture and any other COLT 2007-SN1 Basic Documents; and (c) COLT has delivered to the COLT Indenture Trustee and to the COLT 2007-SN1 Secured Noteholders an Officer's Certificate of COLT, an Opinion of Counsel and (if required by the TIA or the COLT Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this COLT Indenture have been complied with. SECTION 4.2 Application of Trust Money. All monies deposited with the COLT Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the COLT 2007-SN1 Secured Notes and this COLT Indenture and the applicable provisions of the COLT Servicing Agreement, to the payment, either directly or through any Paying Agent, as the COLT Indenture Trustee may determine, to the Holders of the particular COLT 2007-SN1 Secured Notes for the payment or redemption of which such monies have been deposited with the COLT Indenture Trustee, of all sums due and to become due in accordance with this COLT Indenture and any other COLT 2007-SN1 Basic Documents; but such monies need not be segregated from other funds except to the extent required herein or in the COLT Servicing Agreement or by applicable law. SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this COLT Indenture with respect to the COLT 2007-SN1 Secured Notes, all monies then held by any Paying Agent other than the COLT Indenture Trustee under the provisions of this COLT Indenture with respect to all such COLT 2007-SN1 Secured Notes shall, upon demand of COLT, be paid to the COLT Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. SECTION 4.4 Duration of Position of COLT Indenture Trustee. Notwithstanding the payment in full of all principal and interest due to all COLT 2007-SN1 Secured Noteholders under the terms of the COLT 2007-SN1 Secured Notes and the cancellation of such COLT 2007-SN1 Secured Notes, the COLT Indenture Trustee shall continue to act in the capacity as COLT Indenture Trustee hereunder for the benefit of the COLT 2007-SN1 Certificateholder and the COLT Indenture Trustee, and for the benefit of such COLT 2007-SN1 Certificateholder, shall comply with its obligations under the COLT Servicing Agreement, as appropriate, until such time as all distributions due to the Holder of the Series 2007-SN1 Certificate have been paid in full; and in such capacity, the COLT Indenture Trustee shall have the rights, benefits and immunities set forth in Article VI hereof. ARTICLE V DEFAULT AND REMEDIES SECTION 5.1 Events of Default For the purposes of this COLT Indenture, "Event of Default" wherever used herein, means any one of the following events: (a) failure to pay the full Secured Note Interest Distributable Amount on any COLT 2007-SN1 Secured Note on any Payment Date, and such default shall continue unremedied for a period of five days; or (b) except as set forth in Section 5.1(c), failure to pay any principal of any COLT 2007-SN1 Secured Note as and when the same becomes due and payable, and such default continues unremedied for a period of 30 days after there shall have been given, by registered or certified mail, to the Servicer by the COLT Indenture Trustee or to the Servicer and the COLT Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, a written notice specifying such default and demanding that it be remedied and stating that such notice is a "Notice of Default" hereunder; or (c) failure to pay in full the Secured Note Principal Balance of any COLT 2007-SN1 Secured Notes by the Final Maturity Date; or (d) default in the observance or performance in any material respect of any covenant or agreement of COLT made in this COLT Indenture (other than a covenant or agreement a default in the observance or performance of which is elsewhere specifically dealt with in this Section 5.1) which failure materially and adversely affects the rights of the COLT 2007-SN1 Secured Noteholders, and such default shall continue or not be cured for a period of 30 days after there shall have been given, by registered or certified mail, to COLT and the Seller (or the Servicer, as applicable) by the COLT Indenture Trustee or to COLT, the Seller (or the Servicer, as applicable) and the COLT Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, a written notice specifying such default, demanding that it be remedied and stating that such notice is a "Notice of Default" hereunder; or (e) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of COLT or any substantial part of the COLT 2007-SN1 Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of COLT or for any substantial part of the COLT 2007-SN1 Trust Estate, or ordering the winding-up or liquidation of COLT's affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or (f) the commencement by COLT of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent of COLT to the entry of an order for relief in an involuntary case under any such law, or the consent by COLT to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of COLT or for any substantial part of the COLT 2007-SN1 Trust Estate, or the making by COLT of any general assignment for the benefit of creditors, or the failure by COLT generally to pay its debts as such debts become due, or the taking of action by COLT in furtherance of any of the foregoing. COLT shall deliver to the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders promptly (and in any event within five Business Days) after learning of the occurrence thereof, written notice in the form of an Officer's Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d), its status and what action COLT is taking or proposes to take with respect thereto. SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. (a) If an Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the COLT 2007-SN1 Secured Notes shall have already become due and payable, either the COLT Indenture Trustee or the Holders of COLT 2007-SN1 Secured Notes representing not less than a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes may declare all the COLT 2007-SN1 Secured Notes to be immediately due and payable, by a notice in writing to COLT, and to the COLT Indenture Trustee if given by the COLT 2007-SN1 Secured Noteholders, setting forth the Event of Default or Events of Default, and upon any such declaration the unpaid principal amount of the COLT 2007-SN1 Secured Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable. (b) At any time after such declaration of acceleration of maturity of the COLT 2007-SN1 Secured Notes has been made and before a judgment or decree for payment of the money due thereunder has been obtained by the COLT Indenture Trustee as hereinafter provided in this Article V, the Holders of COLT 2007-SN1 Secured Notes representing not less than a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, by written notice to COLT and the COLT Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a) and rescind and annul such declaration and its consequences; provided, however, that no such rescission and annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereto; and provided, further, that if the COLT Indenture Trustee or the COLT 2007-SN1 Secured Noteholders shall have proceeded to enforce any right under this COLT Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the COLT Indenture Trustee or the COLT 2007-SN1 Secured Noteholders, then and in every such case, the COLT Indenture Trustee, COLT and the COLT 2007-SN1 Secured Noteholders, as the case may be, shall be restored to their respective former positions and rights hereunder, and all rights, remedies and powers of the COLT Indenture Trustee, COLT and the COLT 2007-SN1 Secured Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced. SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by COLT Indenture Trustee. (a) COLT covenants that if an Event of Default occurs and such Event of Default has not been waived pursuant to Section 5.12, then COLT shall, upon demand of the COLT Indenture Trustee, pay to the COLT Indenture Trustee, for the ratable benefit of the COLT 2007-SN1 Secured Noteholders in accordance with their respective Secured Note Principal Balances, the entire amount then due and payable on the COLT 2007-SN1 Secured Notes for principal and interest, with interest upon the overdue principal and overdue interest at the COLT 2007-SN1 Secured Note Rate and any CARAT Collection Account Shortfall Amount and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the COLT Indenture Trustee and its agents and counsel. (b) If COLT shall fail forthwith to pay such amounts upon such demand, the COLT Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, may enforce the same against COLT or other obligor upon the COLT 2007-SN1 Secured Notes and may collect in the manner provided by law out of the property of the COLT 2007-SN1 Trust Estate, the monies adjudged or decreed to be payable. (c) If an Event of Default occurs and is continuing, the COLT Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the COLT 2007-SN1 Secured Noteholders, by such appropriate Proceedings as the COLT Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this COLT Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the COLT Indenture Trustee by this COLT Indenture or by applicable law. (d) If there shall be pending, relative to COLT or any other obligor upon the COLT 2007-SN1 Secured Notes or any Person having or claiming an ownership interest in the COLT 2007-SN1 Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of COLT or its property or such obligor or Person, or in case of any other comparable judicial Proceedings relative to COLT or other obligor upon the COLT 2007-SN1 Secured Notes, or to the creditors or property of COLT or such other obligor, the COLT Indenture Trustee, irrespective of whether the principal of any COLT 2007-SN1 Secured Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the COLT Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims for the whole amount of principal and interest and all other amounts owing and unpaid in respect of the COLT 2007-SN1 Secured Notes, and any CARAT Collection Account Shortfall Amount and to file such other papers or documents as may be necessary or advisable in order to have the claims of the COLT Indenture Trustee (including any claim for reasonable compensation to the COLT Indenture Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the COLT Indenture Trustee and each predecessor trustee, except as a result of negligence, fraud or bad faith) and of the COLT 2007-SN1 Secured Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of the COLT 2007-SN1 Secured Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the COLT 2007-SN1 Secured Noteholders and of the COLT Indenture Trustee on their behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the COLT Indenture Trustee or the COLT 2007-SN1 Secured Noteholders allowed in any judicial proceedings relative to COLT, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such COLT 2007-SN1 Secured Noteholders to make payments to the COLT Indenture Trustee for application in accordance with the priorities set forth in the COLT 2007-SN1 Basic Documents, and, if the COLT Indenture Trustee shall consent to the making of payments directly to such COLT 2007-SN1 Secured Noteholders, to pay to the COLT Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the COLT Indenture Trustee, each predecessor COLT Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the COLT Indenture Trustee and each predecessor COLT Indenture Trustee except as a result of negligence, fraud or bad faith. (e) Nothing herein contained shall be deemed to authorize the COLT Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any COLT 2007-SN1 Secured Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the COLT 2007-SN1 Secured Notes or the rights of any Holder thereof or to authorize the COLT Indenture Trustee to vote in respect of the claim of any COLT 2007-SN1 Secured Noteholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting claims under this COLT Indenture, or under any of the COLT 2007-SN1 Secured Notes may be enforced by the COLT Indenture Trustee without the possession of any of the COLT 2007-SN1 Secured Notes or the production thereof in any trial or other Proceedings relative thereto, and any such Proceedings instituted by the COLT Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the COLT Indenture Trustee, each predecessor COLT Indenture Trustee and their respective agents and attorneys, shall be for the benefit of the COLT 2007-SN1 Secured Noteholders in accordance with the priorities set forth in the COLT 2007-SN1 Basic Documents. (g) In any Proceedings brought by the COLT Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this COLT Indenture to which the COLT Indenture Trustee shall be a party), the COLT Indenture Trustee shall be held to represent all the COLT 2007-SN1 Secured Noteholders, and it shall not be necessary to make any the COLT 2007-SN1 Secured Noteholders a party to any such Proceedings. (h) With respect to any claims for payments of reimbursement for expenses, disbursement or compensation of any Person made of COLT pursuant to this Section 5.3, where more than one Person has made such a claim, COLT shall not reimburse any Person other than the COLT Indenture Trustee for such amounts if, prior to incurring such expenses, the affected parties reasonably could have avoided such expense by coordinating their claims under this COLT Indenture with the COLT Indenture Trustee. SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall have occurred and be continuing and the COLT 2007-SN1 Secured Notes have been accelerated under Section 5.2(a), the COLT Indenture Trustee may do one or more of the following (subject to Sections 5.3 and 5.5): (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on such COLT 2007-SN1 Secured Notes, under this COLT Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the COLT 2007-SN1 Trust Estate and any other obligor upon such COLT 2007-SN1 Secured Notes monies adjudged due; (ii) institute Proceedings from time to time for the complete or partial foreclosure of this COLT Indenture with respect to the COLT 2007-SN1 Collateral and of the VAULT Security Agreement with respect to the Pledged Collateral; (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders; and (iv) sell the COLT 2007-SN1 Trust Estate, or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have COLT maintain possession of the COLT 2007-SN1 Trust Estate, including the Series 2007-SN1 Lease Assets, and continue to apply collections on the Series 2007-SN1 Lease Assets as if there had been no declaration of acceleration; provided, however, that the COLT Indenture Trustee may not sell or otherwise liquidate the COLT 2007-SN1 Trust Estate following an Event of Default and acceleration of the COLT 2007-SN1 Secured Notes, except as is set forth in Section 3.20, unless (i)(A) the Holders of all of the aggregate Outstanding Amount of the COLT 2007-SN1 Secured Notes consent thereto, (B) the proceeds of such sale or liquidation distributable to the Holders of the COLT 2007-SN1 Secured Notes are sufficient to discharge in full the principal of and the accrued interest on the COLT 2007-SN1 Secured Notes as of the date of such sale or liquidation and to pay any CARAT Collection Account Shortfall Amount existing on such date (calculated as if such date were a Payment Date) or (C) (x) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal on the COLT 2007-SN1 Secured Notes, (y) the COLT Indenture Trustee determines that the COLT 2007-SN1 Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the COLT 2007-SN1 Secured Notes as and when they would have become due if the COLT 2007-SN1 Secured Notes had not been declared due and payable and (z) the COLT Indenture Trustee obtains the consent of the Holders of all of the aggregate Outstanding Amount of the COLT 2007-SN1 Secured Notes, and (ii) 10 days' prior written notice of sale or liquidation has been given to the Rating Agencies. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the COLT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the COLT 2007-SN1 Trust Estate for such purpose: provided, however, that prior to the exercise of the right to sell all or any portion of the COLT 2007-SN1 Trust Estate as provided herein, the COLT Indenture Trustee shall provide a notice in writing to COLT (with a copy to the Seller) (the "Event of Default Sale Notice") of its intention to sell all or any portion of the COLT 2007-SN1 Trust Estate (the part to be sold being the "Subject Estate"), and if the Subject Estate is less than all of the COLT 2007-SN1 Trust Estate, the portion of the COLT 2007-SN1 Trust Estate to be sold. The COLT Indenture Trustee shall not consummate any sale until at least seven Business Days after the Event of Default Sale Notice has been given to COLT (with a copy to the Seller) (the "Authorization Date"). (b) If the COLT Indenture Trustee collects any money or property pursuant to this Article V, it shall pay out the money or property in the following order: FIRST: to the COLT Indenture Trustee for amounts due under Section 6.7 and then to the COLT Owner Trustee for amounts due to the COLT Owner Trustee (not including amounts due for payments to the Series 2007-SN1 Certificateholder) under Section 6.9 of the Declaration of Trust; and SECOND: to the COLT Collection Account for distribution in the following priority: (i) payment in full of the accrued and unpaid interest on the COLT 2007-SN1 Secured Notes; (ii) payment in full of unpaid principal balance of the COLT 2007-SN1 Secured Notes; (iii) to the CARAT Collection Account towards payment in full of any CARAT Collection Account Shortfall Amount and (iv) the remainder shall be distributed in accordance with the instructions of the COLT 2007-SN1 Certificateholder. SECTION 5.5 Optional Preservation of the Series 2007-SN1 Lease Assets. If the COLT 2007-SN1 Secured Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b), the COLT Indenture Trustee may, but need not, elect to take and maintain possession of the COLT 2007-SN1 Trust Estate. It is the desire of the parties hereto and the COLT 2007-SN1 Secured Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the COLT 2007-SN1 Secured Notes, and the COLT Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the COLT 2007-SN1 Trust Estate. In determining whether to take and maintain possession of the COLT 2007-SN1 Trust Estate, the COLT Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the COLT 2007-SN1 Trust Estate for such purpose. SECTION 5.6 Limitation of Suits. No Holder of any COLT 2007-SN1 Secured Note shall have any right to institute any Proceeding with respect to this COLT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously given written notice to the COLT Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than 25% of the Outstanding Amount of the COLT 2007-SN1 Secured Notes have made written request to the COLT Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as COLT Indenture Trustee hereunder; (c) such Holder or Holders have offered to the COLT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (d) the COLT Indenture Trustee for 60 days after the earlier of (x) its receipt of such notice under Section 5.6(a) above, request under Section 5.6(b) above and offer of indemnity under Section 5.6(c) above and (y) any similar notice, request and offer of indemnity to the CARAT Indenture Trustee under Section 5.6 of the CARAT Indenture, has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the COLT Indenture Trustee during such 60-day period by the Holders of a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes; it being understood and intended that no one or more Holders of the COLT 2007-SN1 Secured Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this COLT Indenture to affect, disturb or prejudice the rights of any other Holders of the COLT 2007-SN1 Secured Notes or to obtain or to seek to obtain priority or preference over any other Holders of the COLT 2007-SN1 Secured Notes or to enforce any right under this COLT Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the COLT 2007-SN1 Secured Note held by such COLT 2007-SN1 Secured Noteholder) and common benefit of all Holders of the COLT 2007-SN1 Secured Notes. For the protection and enforcement of the provisions of this Section 5.6, each and every COLT 2007-SN1 Secured Noteholder shall be entitled to such relief as can be given either at law or in equity. If the COLT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the COLT 2007-SN1 Secured Notes, each representing less than a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, the COLT Indenture Trustee shall take the action requested by the group representing the higher percentage of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, notwithstanding any other provisions of this COLT Indenture. SECTION 5.7 Unconditional Rights of the COLT 2007-SN1 Secured Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this COLT Indenture, the Holder of any COLT 2007-SN1 Secured Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such COLT 2007-SN1 Secured Note on or after the respective due dates thereof expressed in such COLT 2007-SN1 Secured Note or in this COLT Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. SECTION 5.8 Restoration of Rights and Remedies. If the COLT Indenture Trustee or any COLT 2007-SN1 Secured Noteholder has instituted any Proceeding to enforce any right or remedy under this COLT Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the COLT Indenture Trustee or to such COLT 2007-SN1 Secured Noteholder, then and in every such case COLT, the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders shall continue as though no such Proceeding had been instituted. SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the COLT Indenture Trustee or to the COLT 2007-SN1 Secured Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.10 Delay or Omission, Not a Waiver. No delay or omission of the COLT Indenture Trustee or any Holder of any COLT 2007-SN1 Secured Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the COLT Indenture Trustee or to the COLT 2007-SN1 Secured Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the COLT Indenture Trustee or by the COLT 2007-SN1 Secured Noteholders, as the case may be. SECTION 5.11 Control by the COLT 2007-SN1 Secured Noteholders. The Holders of a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the COLT Indenture Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the COLT Indenture Trustee with respect to the COLT 2007-SN1 Secured Notes or exercising any trust or power conferred on the COLT Indenture Trustee; provided, however, that: (a) such direction shall not be in conflict with any rule of law or with this COLT Indenture; (b) subject to the express terms of Section 5.4, any direction to the COLT Indenture Trustee to sell or liquidate the COLT 2007-SN1 Trust Estate shall be by the Holders of COLT 2007-SN1 Secured Notes representing not less than 100% of the Outstanding Amount of the COLT 2007-SN1 Secured Notes; (c) if the conditions set forth in Section 5.5 have been satisfied and the COLT Indenture Trustee elects to retain the COLT 2007-SN1 Trust Estate pursuant to Section 5.5, then any direction to the COLT Indenture Trustee by Holders of COLT 2007-SN1 Secured Notes representing less than 100% of the Outstanding Amount of the COLT 2007-SN1 Secured Notes to sell or liquidate the COLT 2007-SN1 Trust Estate shall be of no force and effect; and (d) the COLT Indenture Trustee may take any other action deemed proper by the COLT Indenture Trustee that is not inconsistent with such direction; provided, however, that, subject to Section 6.1, the COLT Indenture Trustee need not take any action that it determines might cause it to incur any liability with respect to which the COLT Indenture Trustee shall have reasonable grounds to believe that adequate indemnity against such liability is not assured to it or might materially adversely affect the rights of the COLT 2007-SN1 Secured Noteholders not consenting to such action. SECTION 5.12 Waiver of Past Defaults. (a) Prior to the declaration of the acceleration of the maturity of the COLT 2007-SN1 Secured Notes as provided in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes may waive any past Default or Event of Default and its consequences except a Default or Event of Default (i) in the payment of principal of or interest on any of the COLT 2007-SN1 Secured Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each such COLT 2007-SN1 Secured Note. In the case of any such waiver, COLT, the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. (b) Upon any such waiver, such Default or Event of Default shall cease to exist and be deemed to have been cured and not to have occurred (and any Event of Default arising from any such Default shall be deemed to have been cured and not to have occurred) for every purpose of this COLT Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. SECTION 5.13 Undertaking for Costs. All parties to this COLT Indenture agree, and each Holder of any COLT 2007-SN1 Secured Note by such Holder's acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this COLT Indenture, or in any Proceeding against the COLT Indenture Trustee for any action taken, suffered or omitted by it as COLT Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13, shall not apply to: (a) any Proceeding instituted by the COLT Indenture Trustee; (b) any Proceeding instituted by any COLT 2007-SN1 Secured Noteholder or group of COLT 2007-SN1 Secured Noteholders holding in the aggregate more than 10% of the Outstanding Amount of the COLT 2007-SN1 Secured Notes; or (c) any Proceeding instituted by any COLT 2007-SN1 Secured Noteholder for the enforcement of the payment of principal of or interest on any COLT 2007-SN1 Secured Note on or after the respective due dates expressed in such COLT 2007-SN1 Secured Note and in this COLT Indenture (or, in the case of redemption, on or after the Redemption Date). SECTION 5.14 Waiver of Stay or Extension Laws. COLT covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this COLT Indenture. COLT (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the COLT Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. SECTION 5.15 Action on COLT 2007-SN1 Secured Notes. The COLT Indenture Trustee's right to seek and recover judgment on the COLT 2007-SN1 Secured Notes or under this COLT Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this COLT Indenture. Neither the Lien of this COLT Indenture in the COLT 2007-SN1 Collateral or the Lien of the VAULT Security Agreement in the Pledged Collateral nor any rights or remedies of the COLT Indenture Trustee or the COLT 2007-SN1 Secured Noteholders shall be impaired by the recovery of any judgment by the COLT Indenture Trustee against COLT or by the levy of any execution under such judgment upon any portion of the COLT 2007-SN1 Trust Estate or upon any of the assets of COLT. Any money or property collected by the COLT Indenture Trustee shall be applied in accordance with Section 5.4(b). SECTION 5.16 Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the COLT Indenture Trustee to do so and at the Servicer's expense, COLT agrees to take all such lawful action as the COLT Indenture Trustee may request to compel or secure the performance and observance by the Seller and the Servicer of their respective obligations to COLT under or in connection with the COLT 2007-SN1 Basic Documents in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to COLT under or in connection with the COLT 2007-SN1 Basic Documents to the extent and in the manner directed by the COLT Indenture Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the COLT 2007-SN1 Basic Documents. (b) If an Event of Default has occurred and is continuing, the COLT Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the COLT 2007-SN1 Secured Notes shall, exercise all rights, remedies, powers, privileges and claims of COLT against the Seller or the Servicer under or in connection with the COLT 2007-SN1 Basic Documents, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to COLT thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the COLT 2007-SN1 Basic Documents, and any right of COLT to take such action shall be suspended. ARTICLE VI THE COLT INDENTURE TRUSTEE SECTION 6.1 Duties of COLT Indenture Trustee. (a) If an Event of Default has occurred and is continuing, the COLT Indenture Trustee shall exercise the rights and powers vested in it by this COLT Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs. (b) Except during the continuance of an Event of Default: (i) the COLT Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this COLT Indenture and the COLT Servicing Agreement and no implied covenants or obligations shall be read into this COLT Indenture or the COLT Servicing Agreement against the COLT Indenture Trustee; and (ii) in the absence of bad faith on its part, the COLT Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the COLT Indenture Trustee and conforming to the requirements of this COLT Indenture; provided, however, that the COLT Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this COLT Indenture. (c) The COLT Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith, except that: (i) this Section 6.1(d) does not limit the effect of Section 6.1(b); (ii) the COLT Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the COLT Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the COLT Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this COLT Indenture or any other COLT 2007-SN1 Basic Document. (d) The COLT Indenture Trustee shall not be liable for interest on any money received by it except as the COLT Indenture Trustee may agree in writing with COLT. (e) Money held in trust by the COLT Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this COLT Indenture, the COLT Servicing Agreement or the other COLT 2007-SN1 Basic Documents. (f) No provision of this COLT Indenture or any other COLT 2007-SN1 Basic Document shall require the COLT Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) Every provision of this COLT Indenture and each other COLT 2007-SN1 Basic Document relating to the COLT Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA. (h) The COLT Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any of the COLT 2007-SN1 Basic Documents. (i) In no event shall the COLT Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if the COLT Indenture Trustee has been advised of the likelihood of such loss or damage. SECTION 6.2 Rights of COLT Indenture Trustee. (a) The COLT Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The COLT Indenture Trustee need not investigate any fact or matter stated in the document. (b) Before the COLT Indenture Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel. The COLT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel. (c) The COLT Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the COLT Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The COLT Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that the COLT Indenture Trustee's conduct does not constitute willful misconduct, negligence or bad faith. (e) The COLT Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this COLT Indenture and the COLT 2007-SN1 Secured Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The COLT Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this COLT Indenture at the request or direction of any of the Holders pursuant to this COLT Indenture, unless such Holders shall have offered to the COLT Indenture Trustee security or indemnity satisfactory to the COLT Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. (g) The COLT Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the COLT Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit. (h) The COLT Indenture Trustee shall not be deemed to have notice of any Default, Event of Default or Servicer Default unless a Responsible Officer of the COLT Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the COLT Indenture Trustee at the Corporate Trust Office of the COLT Indenture Trustee, and such notice references the COLT 2007-SN1 Secured Notes and this COLT Indenture. (i) The rights, privileges, protections, immunities and benefits given to the COLT Indenture Trustee, including, its right to be indemnified, are extended to, and shall be enforceable by, the COLT Indenture Trustee in each of its capacities hereunder. SECTION 6.3 COLT Indenture Trustee May Own COLT 2007-SN1 Secured Notes. The COLT Indenture Trustee in its individual or any other capacity may become the owner or pledgee of COLT 2007-SN1 Secured Notes and the Secured Notes of any other Series and may otherwise deal with COLT, the Servicer or any of their respective Affiliates with the same rights it would have if it were not COLT Indenture Trustee; provided, however, that the COLT Indenture Trustee shall comply with Section 6.11. Any Paying Agent, Secured Note Registrar, co-registrar or co-paying agent may do the same with like rights. SECTION 6.4 COLT Indenture Trustee's Disclaimer. The COLT Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any COLT 2007-SN1 Basic Document, including this COLT Indenture or the COLT 2007-SN1 Secured Notes, it shall not be accountable for COLT's use of the proceeds from the COLT 2007-SN1 Secured Notes, and it shall not be responsible for any statement of COLT in the COLT Indenture or in any document issued in connection with the sale of any COLT 2007-SN1 Secured Notes or in the COLT 2007-SN1 Secured Notes other than the COLT Indenture Trustee's certificate of authentication. SECTION 6.5 Notice of Default. If a Default occurs and is continuing and if it is known to a Responsible Officer of the COLT Indenture Trustee, the COLT Indenture Trustee shall mail to each COLT 2007-SN1 Secured Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal or of interest on any COLT 2007-SN1 Secured Note, the COLT Indenture Trustee may withhold the notice if and so long as it in good faith determines that withholding the notice is in the interest of the COLT 2007-SN1 Secured Noteholders. SECTION 6.6 Reports by COLT Indenture Trustee. (a) To the extent any COLT 2007-SN1 Secured Noteholder does not receive such documents or information directly, the COLT Indenture Trustee shall deliver to each such COLT 2007-SN1 Secured Noteholder, as applicable, the documents and information set forth in Article VII, and, in addition, all such information with respect to the COLT 2007-SN1 Secured Notes as may be required to enable such Holder to prepare its federal and State income tax returns. (b) The COLT Indenture Trustee shall: (i) deliver to the COLT Owner Trustee and the Servicer a report of its assessment of compliance with the Servicing Criteria regarding general servicing, cash and collection administration, investor remittances and reporting, and pool asset administration during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the COLT Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act; (ii) cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the COLT Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in COLT's 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and (iii) deliver to any Person that will be responsible for signing the certification (a "Sarbanes Certification") required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of COLT with respect to this securitization transaction a certification substantially in the form attached to the CARAT Indenture as Exhibit F or such form as mutually agreed upon by the Servicer and the COLT Indenture Trustee; the COLT Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the COLT Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. (c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is required to be filed by COLT, beginning March 15, 2008. SECTION 6.7 Compensation; Indemnity. (a) COLT shall cause the Servicer to pay to the COLT Indenture Trustee from time to time such compensation for its services as is set forth in the COLT Servicing Agreement. The COLT Indenture Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. COLT shall cause the Servicer pursuant to the COLT Servicing Agreement to reimburse the COLT Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the COLT Indenture Trustee's agents, external counsel, accountants and experts. COLT shall cause the Servicer to indemnify the COLT Indenture Trustee in accordance with the COLT Servicing Agreement. (b) COLT's obligations to the COLT Indenture Trustee pursuant to Section 6.7(a) shall survive the discharge of this COLT Indenture. When the COLT Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or (f), the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency or similar law. SECTION 6.8 Replacement of COLT Indenture Trustee. (a) The COLT Indenture Trustee may at any time give notice of its intent to resign by so notifying COLT and the COLT 2007-SN1 Secured Noteholders; provided, however, that no such resignation shall become effective and the COLT Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes may remove the COLT Indenture Trustee by so notifying the COLT Indenture Trustee and may appoint a successor COLT Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). COLT shall remove the COLT Indenture Trustee if: (i) the COLT Indenture Trustee fails to comply with Section 6.11; (ii) the COLT Indenture Trustee is adjudged bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the COLT Indenture Trustee or its property; or (iv) the COLT Indenture Trustee otherwise becomes incapable of acting. (b) If the COLT Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of COLT Indenture Trustee for any reason (the COLT Indenture Trustee in such event being referred to herein as the retiring COLT Indenture Trustee), COLT shall promptly appoint and designate a successor COLT Indenture Trustee. (c) A successor COLT Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring COLT Indenture Trustee and to COLT. Thereupon the resignation or removal of the retiring COLT Indenture Trustee shall become effective, and the successor COLT Indenture Trustee shall have all the rights, powers and duties of the COLT Indenture Trustee under this COLT Indenture. The successor COLT Indenture Trustee shall mail a notice of its succession to the COLT 2007-SN1 Secured Noteholders. The retiring COLT Indenture Trustee shall promptly transfer all property held by it as COLT Indenture Trustee to the successor COLT Indenture Trustee. (d) If a successor COLT Indenture Trustee does not take office within 60 days after the retiring COLT Indenture Trustee gives notice of its intent to resign or is removed, the retiring COLT Indenture Trustee, COLT or the Holders of a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes may petition any court of competent jurisdiction for the appointment and designation of a successor COLT Indenture Trustee. (e) If the COLT Indenture Trustee fails to comply with Section 6.11, any COLT 2007-SN1 Secured Noteholder may petition any court of competent jurisdiction for the removal of the COLT Indenture Trustee and the appointment of a successor COLT Indenture Trustee. (f) Notwithstanding the replacement of the COLT Indenture Trustee pursuant to this Section 6.8, COLT's obligations under Section 6.7 and the Servicer's corresponding obligations under the COLT Servicing Agreement shall continue for the benefit of the retiring COLT Indenture Trustee. SECTION 6.9 Merger or Consolidation of COLT Indenture Trustee. (a) Any corporation into which the COLT Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the COLT Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the COLT Indenture Trustee, shall be the successor of the COLT Indenture Trustee under this COLT Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or any further act on the part of any of the parties to this COLT Indenture, anything in this COLT Indenture to the contrary notwithstanding. (b) If at the time such successor or successors by merger or consolidation to the COLT Indenture Trustee shall succeed to the trusts created by this COLT Indenture, any of the COLT 2007-SN1 Secured Notes shall have been authenticated but not delivered, any such successor to the COLT Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such COLT 2007-SN1 Secured Notes so authenticated; and in case at that time any of the COLT 2007-SN1 Secured Notes shall not have been authenticated, any successor to the COLT Indenture Trustee may authenticate such COLT 2007-SN1 Secured Notes either in the name of any predecessor hereunder or in the name of the successor to the COLT Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the COLT 2007-SN1 Secured Notes or herein with respect to the certificate of authentication of the COLT Indenture Trustee. SECTION 6.10 Appointment of Co-COLT Indenture Trustee or Separate COLT Indenture Trustee. (a) Notwithstanding any other provisions of this COLT Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the COLT 2007-SN1 Trust Estate may at the time be located, the COLT Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the COLT Indenture Trustee, or separate indenture trustees, of all or any part of the COLT 2007-SN1 Trust Estate and to vest in such Person or Persons, in such capacity and for the benefit of the COLT 2007-SN1 Secured Noteholders, such title to the COLT 2007-SN1 Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties, obligations, rights and trusts as the COLT Indenture Trustee may consider necessary or desirable. No co-indenture trustee or separate indenture trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to COLT 2007-SN1 Secured Noteholders of the appointment of any co-indenture trustee or separate indenture trustee shall be required under Section 6.8. (b) Every separate indenture trustee and co-indenture trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the COLT Indenture Trustee shall be conferred or imposed upon and exercised or performed by the COLT Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate indenture trustee or co-indenture trustee is not authorized to act separately without the COLT Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the COLT Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the COLT 2007-SN1 Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the COLT Indenture Trustee; (ii) no co-indenture trustee or separate indenture trustee hereunder shall be personally liable by reason of any act or omission of any other co-indenture trustee or separate indenture trustee hereunder; and (iii) the COLT Indenture Trustee may at any time accept the resignation of or remove any separate indenture trustee or co-indenture trustee. (c) Any notice, request or other writing given to the COLT Indenture Trustee shall be deemed to have been given to each of the then separate indenture trustees and co-indenture trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this COLT Indenture and the conditions of this Article VI. Each separate indenture trustee and co-indenture trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the COLT Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this COLT Indenture, specifically including every provision of this COLT Indenture relating to the conduct of, affecting the liability of, or affording protection to, the COLT Indenture Trustee. Every such instrument shall be filed with the COLT Indenture Trustee. (d) Any separate indenture trustee or co-indenture trustee may at any time appoint the COLT Indenture Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this COLT Indenture on its behalf and in its name. If any separate indenture trustee or co-indenture trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the COLT Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor co-indenture trustee or successor indenture trustee. SECTION 6.11 Eligibility; Disqualification. The COLT Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a). The COLT Indenture shall be a U.S. Person and have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by Moody's, if Moody's is rating the COLT 2007-SN1 Secured Notes) it shall have a long term unsecured debt rating of Baa3 or better by Moody's. The COLT Indenture Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of COLT are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. SECTION 6.12 Preferential Collection of Claims Against COLT. The COLT Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. SECTION 6.13 Representations and Warranties of COLT Indenture Trustee. The COLT Indenture Trustee represents and warrants as of the Series 2007-SN1 Closing Date that: (a) the COLT Indenture Trustee (i) is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and (ii) satisfies the eligibility requirements set forth in Section 6.11; (b) the COLT Indenture Trustee has full power, authority and legal right to execute, deliver and perform this COLT Indenture and any other COLT 2007-SN1 Basic Document to which it is a party, and has taken all necessary action to authorize the execution, delivery and performance by it of this COLT Indenture and any other COLT 2007-SN1 Basic Document to which it is a party; (c) the execution, delivery and performance by the COLT Indenture Trustee of this COLT Indenture and any other COLT 2007-SN1 Basic Document to which it is a party (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the COLT Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or Governmental Authority applicable to the COLT Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the COLT Indenture Trustee and (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the COLT 2007-SN1 Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the COLT Indenture Trustee's performance or ability to perform its duties under this COLT Indenture and any other COLT 2007-SN1 Basic Document to which it is a party or on the transactions contemplated hereunder and thereunder; (d) the execution, delivery and performance by the COLT Indenture Trustee of this COLT Indenture and any other COLT 2007-SN1 Basic Document to which it is a party shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority or agency regulating the banking and corporate trust activities of the COLT Indenture Trustee; and (e) this COLT Indenture and any other COLT 2007-SN1 Basic Document to which it is a party have been duly executed and delivered by the COLT Indenture Trustee and constitutes the legal, valid and binding agreement of the COLT Indenture Trustee, enforceable in accordance with their terms. SECTION 6.14 COLT Indenture Trustee May Enforce Claims Without Possession of COLT 2007-SN1 Secured Notes. All rights of action and claims under this COLT Indenture or the COLT 2007-SN1 Secured Notes may be prosecuted and enforced by the COLT Indenture Trustee without the possession of any of the COLT 2007-SN1 Secured Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the COLT Indenture Trustee shall be brought in its own name as COLT Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the COLT Indenture Trustee, its agents and counsel, be for the ratable benefit of the COLT 2007-SN1 Secured Noteholders in respect of which such judgment has been obtained. SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the COLT Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the COLT 2007-SN1 Secured Noteholders under this COLT Indenture by a Proceeding whether for the specific performance of any covenant or agreement contained in this COLT Indenture or in aid of the execution of any power granted in this COLT Indenture or for the enforcement of any other legal, equitable or other remedy as the COLT Indenture Trustee, being advised by counsel, shall deem necessary to protect and enforce any of the rights of the COLT Indenture Trustee or the COLT 2007-SN1 Secured Noteholders. SECTION 6.16 Rights of COLT 2007-SN1 Secured Noteholders to Direct COLT Indenture Trustee. The Holders of not less than a majority of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the COLT Indenture Trustee or exercising any trust or power conferred on the COLT Indenture Trustee; provided, however, that subject to Section 6.1, the COLT Indenture Trustee shall have the right to decline to follow any such direction if the COLT Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the COLT Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability; and provided, further, that nothing in this COLT Indenture shall impair the right of the COLT Indenture Trustee to take any action deemed proper by the COLT Indenture Trustee and which is not inconsistent with such direction by the COLT 2007-SN1 Secured Noteholders. ARTICLE VII COLT 2007-SN1 SECURED NOTEHOLDERS' LISTS AND REPORTS SECTION 7.1 COLT to Furnish COLT Indenture Trustee Names and Addresses of COLT 2007-SN1 Secured Noteholders. COLT shall furnish or cause to be furnished by the Servicer to the COLT Indenture Trustee (a) not more than five days before each Payment Date, a list, in such form as the COLT Indenture Trustee may reasonably require, of the names and addresses of the Holders of COLT 2007-SN1 Secured Notes as of the close of business on the related Record Date, and (b) at such other times as the COLT Indenture Trustee may request in writing, within 14 days after receipt by COLT of any such request, a list of similar form and content as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the COLT Indenture Trustee is the Secured Note Registrar, no such list shall be required to be furnished. SECTION 7.2 Preservation of Information, Communications to COLT 2007-SN1 Secured Noteholders. (a) The COLT Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of COLT 2007-SN1 Secured Notes contained in the most recent list furnished to the COLT Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of COLT 2007-SN1 Secured Notes received by the COLT Indenture Trustee in its capacity as Secured Note Registrar. The COLT Indenture Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. (b) COLT 2007-SN1 Secured Noteholders may communicate pursuant to TIA Section 12(b) with other COLT 2007-SN1 Secured Noteholders with respect to their rights under this COLT Indenture or under the COLT 2007-SN1 Secured Notes. (c) COLT, the COLT Indenture Trustee and the Secured Note Registrar shall have the protection of TIA Section 3.12(c). SECTION 7.3 Reports by COLT. (a) COLT shall: (i) deliver to the COLT Indenture Trustee, within fifteen (15) days after COLT is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that COLT may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB; (ii) deliver to the COLT Indenture Trustee and file with the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by COLT with the conditions and covenants of this COLT Indenture as may be required from time to time by such rules and regulations; and (iii) supply to the COLT Indenture Trustee (and the COLT Indenture Trustee shall transmit by mail to all COLT 2007-SN1 Secured Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by COLT pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission. (b) Unless COLT otherwise determines, the fiscal year of COLT shall end on December 31 of such year. SECTION 7.4 Reports by Trustee. (a) If required by TIA Section 313(a),within 60 days after each August 15, beginning with August 15, 2007, the COLT Indenture Trustee shall mail to each COLT 2007-SN1 Secured Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The COLT Indenture Trustee also shall comply with TIA Section 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to COLT 2007-SN1 Secured Noteholders, be filed by the COLT Indenture Trustee with the Commission and each stock exchange, if any, on which the COLT 2007-SN1 Secured Notes are listed. COLT shall notify the COLT Indenture Trustee if and when the COLT 2007-SN1 Secured Notes are listed on any stock exchange. (b) On each Payment Date the COLT Indenture Trustee shall include with each payment to each COLT 2007-SN1 Secured Noteholder a copy of the statement for the related Collection Period or Periods applicable to such Payment Date as required pursuant to Section 2.15 of the COLT Servicing Agreement. ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the COLT Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the COLT Indenture Trustee pursuant to this COLT Indenture and the COLT Servicing Agreement. The COLT Indenture Trustee shall apply all such money received by it with respect to the COLT 2007-SN1 Trust Estate as provided in this COLT Indenture, the COLT Servicing Agreement and any other COLT 2007-SN1 Basic Document to which it is a party. Except as otherwise expressly provided in this COLT Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the COLT 2007-SN1 Trust Estate, the COLT Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this COLT Indenture and any right to proceed thereafter as provided in Article V. SECTION 8.2 Designated Accounts; Allocations; Payments. (a) On or prior to the Series 2007-SN1 Closing Date, COLT shall cause the Servicer to establish and maintain, in the name of the COLT Indenture Trustee, for the benefit of the COLT 2007-SN1 Secured Noteholders, the Designated Accounts in accordance with the COLT Servicing Agreement. (b) On or before each Payment Date, (i) amounts shall be deposited in the COLT Collection Account as provided in Section 3.03(a) and (b) of the COLT Servicing Agreement and (ii) the Aggregate Secured Note Interest Distributable Amount for such Payment Date, the Secured Note Principal Distributable Amount for such Payment Date and all other amounts payable on such Payment Date pursuant to Section 3.03(c) of the COLT Servicing Agreement, shall be transferred from the COLT Collection Account to the COLT 2007-SN1 Secured Noteholders and the CARAT Collection Account, as applicable, as and to the extent provided in Section 3.03(c) of the COLT Servicing Agreement. SECTION 8.3 General Provisions Regarding Designated Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Designated Accounts shall be invested in Eligible Investments and reinvested by the COLT Indenture Trustee upon a COLT Order, subject to the provisions of the COLT Servicing Agreement. COLT shall not direct the COLT Indenture Trustee to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the COLT Indenture Trustee to make any such investment or sale, if requested by the COLT Indenture Trustee, COLT shall deliver to the COLT Indenture Trustee an Opinion of Counsel acceptable to the COLT Indenture Trustee, to such effect. (b) Subject to Section 6.1(c), the COLT Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the COLT Indenture Trustee's failure to make payments on such Eligible Investments issued by the COLT Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. (c) If (i) COLT shall have failed to give written investment directions for any funds on deposit in the Designated Accounts to the COLT Indenture Trustee by 11:00 A.M., New York City time (or such other time as may be agreed by COLT and the COLT Indenture Trustee) on any Business Day or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the COLT 2007-SN1 Secured Notes but the COLT 2007-SN1 Secured Notes shall not have been declared due and payable pursuant to Section 5.2, or (iii) if the COLT 2007-SN1 Secured Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the COLT 2007-SN1 Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration, then the COLT Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in "BNY - Hamilton MMF Instit #746." SECTION 8.4 Release of the COLT 2007-SN1 Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the COLT Indenture Trustee may, and when required by the provisions of this COLT Indenture shall, execute instruments to release property from the Lien of this COLT Indenture, or convey the COLT Indenture Trustee's interest in the same, in a manner and under circumstances that are consistent with the provisions of this COLT Indenture. No party relying upon an instrument executed by the COLT Indenture Trustee as provided in this Article VIII, shall be bound to ascertain the COLT Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The COLT Indenture Trustee shall, at such time as there are no COLT 2007-SN1 Secured Notes Outstanding and all sums due to the COLT Indenture Trustee pursuant to Section 6.7 and any CARAT Collection Account Shortfall Amount pursuant to Section 3.03(c) of the COLT Servicing Agreement have been paid, notify COLT thereof in writing and upon receipt of a COLT Request, release any remaining portion of the COLT 2007-SN1 Trust Estate that secured the COLT 2007-SN1 Secured Notes from the Lien of this COLT Indenture and release to COLT or any other Person entitled thereto any funds then on deposit in the Designated Accounts. The COLT Indenture Trustee shall release property from the Lien of this COLT Indenture pursuant to this Section 8.4(b) only upon receipt by it of a COLT Request, an Officer's Certificate and an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1. SECTION 8.5 Opinion of Counsel. The COLT Indenture Trustee shall receive at least seven days' notice when requested by COLT to take any action pursuant to Section 8.4, accompanied by copies of any instruments involved, and the COLT Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the COLT Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the COLT 2007-SN1 Secured Notes or the rights of the COLT 2007-SN1 Secured Noteholders in contravention of the provisions of this COLT Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the COLT 2007-SN1 Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the COLT Indenture Trustee pursuant to the provisions of this COLT Indenture in connection with any such action. ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.1 Supplemental Indentures Without Consent of COLT 2007-SN1 Secured Noteholders. (a) Without the consent of the Holders of any COLT 2007-SN1 Secured Notes but with prior notice to the Rating Agencies, COLT and the COLT Indenture Trustee, when authorized by a COLT Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the COLT Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the Lien of this COLT Indenture, or better to assure, convey and confirm unto the COLT Indenture Trustee any property subject or required to be subjected to the Lien of this COLT Indenture, or to subject additional property to the Lien of this COLT Indenture; (ii) to evidence the succession, in compliance with Section 3.11 and the applicable provisions hereof, of another Person to COLT, and the assumption by any such successor of the covenants of COLT contained herein and in the COLT 2007-SN1 Secured Notes; (iii) to add to the covenants of COLT for the benefit of the COLT 2007-SN1 Secured Noteholders or to surrender any right or power herein conferred upon COLT; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the COLT Indenture Trustee; (v) to cure any ambiguity or to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture or in any COLT 2007-SN1 Basic Document; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional indenture trustee with respect to the COLT 2007-SN1 Secured Notes and the COLT Indenture and to add to or change any of the provisions of this COLT Indenture as shall be necessary to facilitate the administration of the trust hereunder by more than one indenture trustee, pursuant to the requirements of Article VI; or (vii) to modify, eliminate or add to the provisions of this COLT Indenture to such extent as shall be necessary to effect the qualification of this COLT Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this COLT Indenture such other provisions as may be expressly required by the TIA, and the COLT Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) COLT and the COLT Indenture Trustee, when authorized by a COLT Order, may, also without the consent of any of the COLT 2007-SN1 Secured Noteholders but with prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this COLT Indenture or modifying in any manner the rights of the COLT 2007-SN1 Secured Noteholders under this COLT Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any COLT 2007-SN1 Secured Noteholder unless such COLT 2007-SN1 Secured Noteholders' consent is obtained. SECTION 9.2 Supplemental Indentures with Consent of COLT 2007-SN1 Secured Noteholders. (a) COLT and the COLT Indenture Trustee, when authorized by a COLT Order, also may, with prior notice to the Rating Agencies and with the written consent of the Holders of not less than a majority of the Outstanding Amount of COLT 2007-SN1 Secured Notes, by Act of such Holders delivered to COLT and the COLT Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this COLT Indenture or of modifying in any manner the rights of the COLT 2007-SN1 Secured Noteholders under this COLT Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding COLT 2007-SN1 Secured Note affected thereby: (i) change the due date of any instalment of principal of or interest on any COLT 2007-SN1 Secured Note, or reduce the principal amount thereof, the interest rate applicable thereto, change any place of payment where, or the coin or currency in which, any COLT 2007-SN1 Secured Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this COLT Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the COLT 2007-SN1 Secured Notes on or after the respective due dates thereof; (ii) reduce the percentage of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, the consent of the Holders of which is required for any such supplemental indenture or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this COLT Indenture or certain defaults hereunder and their consequences as provided for in this COLT Indenture; (iii) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (iv) reduce the percentage of the Outstanding Amount of the COLT 2007-SN1 Secured Notes required to direct the COLT Indenture Trustee to sell or liquidate the COLT 2007-SN1 Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding COLT 2007-SN1 Secured Notes; (v) modify any provision of this Section 9.2 to decrease the required minimum percentage of the Outstanding Amount of the COLT 2007-SN1 Secured Notes necessary to approve any amendments to any provisions of this COLT Indenture or any of the COLT 2007-SN1 Basic Documents; (vi) modify any of the provisions of this COLT Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any COLT 2007-SN1 Secured Notes on any Payment Date (including the calculation of any of the individual components of such calculation), or modify or alter the provisions of this COLT Indenture regarding the voting of COLT 2007-SN1 Secured Notes held by COLT, the Seller or any Affiliate of either of them; or (vii) permit the creation of any Lien (other than tax liens and any other Liens that attach by operation of law) ranking prior to or on a parity with the Lien of this COLT Indenture with respect to any part of the COLT 2007-SN1 Collateral or of the VAULT Security Agreement with respect to any part of the Pledged Collateral or, except as otherwise permitted or contemplated herein, terminate the Lien of this COLT Indenture on any property at any time subject hereto or deprive the Holder of any COLT 2007-SN1 Secured Note of the security afforded by the Lien of this COLT Indenture. (b) The COLT Indenture Trustee may in its discretion determine whether or not any COLT 2007-SN1 Secured Notes would be affected (such that the consent of each Secured Noteholder would be required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon the Holders of all COLT 2007-SN1 Secured Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The COLT Indenture Trustee shall not be liable for any such determination made in good faith. (c) It shall be sufficient if an Act of COLT 2007-SN1 Secured Noteholders approves the substance, but not the form, of any proposed supplemental indenture. (d) Promptly after the execution by COLT and the COLT Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the COLT Indenture Trustee shall mail to the COLT 2007-SN1 Secured Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the COLT Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 9.3 Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this COLT Indenture, the COLT Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Article IX. The COLT Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the COLT Indenture Trustee's own rights, duties, liabilities or immunities under this COLT Indenture or otherwise. SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this COLT Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Secured Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this COLT Indenture of the COLT Indenture Trustee, COLT and the COLT 2007-SN1 Secured Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this COLT Indenture for any and all purposes. SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of this COLT Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA as then in effect so long as this COLT Indenture shall then be qualified under the TIA. SECTION 9.6 Reference in COLT 2007-SN1 Secured Notes to Supplemental Indentures. COLT 2007-SN1 Secured Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the COLT Indenture Trustee shall, bear a notation in form approved by the COLT Indenture Trustee as to any matter provided for in such supplemental indenture. If COLT or the COLT Indenture Trustee shall so determine, new COLT 2007-SN1 Secured Notes so modified as to conform, in the opinion of the COLT Indenture Trustee and COLT, to any such supplemental indenture may be prepared and executed by COLT and authenticated and delivered by the COLT Indenture Trustee in exchange for Outstanding COLT 2007-SN1 Secured Notes of a like Secured Note Principal Balance. ARTICLE X REDEMPTION OF COLT 2007-SN1 SECURED NOTES SECTION 10.1 Redemption. The COLT 2007-SN1 Secured Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer of its option to purchase the Series 2007-SN1 Lease Assets pursuant to Section 6.01 of the COLT Servicing Agreement. The Payment Date on which such redemption shall occur is the Optional Purchase Date identified by the Servicer in its notice of exercise of such purchase option (the "Redemption Date"). The purchase price for the COLT 2007-SN1 Secured Notes shall be equal to the applicable Redemption Price. The Servicer shall furnish the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders notice of such optional repurchase pursuant to Section 6.01 of the COLT Servicing Agreement and of the redemption of the COLT 2007-SN1 Secured Notes, which notice shall identify the place where the COLT 2007-SN1 Secured Notes are to be surrendered for payment of the Redemption Price. The COLT Indenture Trustee (based on such notice) shall withdraw from the COLT Collection Account and pay to the COLT 2007-SN1 Secured Noteholders on the Redemption Date, the aggregate Redemption Price of the COLT 2007-SN1 Secured Notes. SECTION 10.2 COLT 2007-SN1 Secured Notes Payable on Redemption Date. The COLT 2007-SN1 Secured Notes shall, following notice of redemption as required by Section 6.01 of the COLT Servicing Agreement, on the Redemption Date cease to be Outstanding for purposes of this COLT Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless COLT shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating such Redemption Price. ARTICLE XI MISCELLANEOUS SECTION 11.1 Compliance Certificates and Opinions, Etc. (a) Upon any application or request by COLT to the COLT Indenture Trustee to take any action under any provision of this COLT Indenture, COLT shall furnish to the COLT Indenture Trustee: (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this COLT Indenture relating to the proposed action have been complied with, and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section 11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this COLT Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this COLT Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the judgment of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) (i) Prior to the deposit with the COLT Indenture Trustee of any COLT 2007-SN1 Trust Estate or other property (such as securities) that is to be made the basis for the release of any property (such as securities) subject to the Lien of this COLT Indenture, COLT shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this COLT Indenture, furnish to the COLT Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to COLT of the COLT 2007-SN1 Trust Estate or other property (such as securities) to be so deposited. (ii) Whenever COLT is required to furnish to the COLT Indenture Trustee an Officers' Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, COLT shall also deliver to the COLT Indenture Trustee an Independent Certificate as to the same matters, if the fair value to COLT of the COLT 2007-SN1 Trust Estate and other property (such as securities) to be so deposited as the basis of any such withdrawal or release since the commencement of the then current fiscal year of COLT, as set forth in the certificates delivered pursuant to clause (b)(i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to COLT as set forth in the related Officers' Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the COLT 2007-SN1 Secured Notes. (iii) Other than with respect to the release of any Administrative Lease Assets, Warranty Lease Assets, Liquidating Lease Asset or the sale or other disposition of any related Vehicle in accordance with the COLT Servicing Agreement, whenever any property or securities are to be released from the Lien of this COLT Indenture, COLT shall also furnish to the COLT Indenture Trustee an Officer's Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not impair the security under this COLT Indenture in contravention of the provisions hereof. (iv) Whenever COLT is required to furnish to the COLT Indenture Trustee an Officer's Certificate certifying or stating the opinion of any signatory thereof as to the matters described in clause (b)(iii) above, COLT shall also furnish to the COLT Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than Administrative Lease Assets, Warranty Lease Assets, Liquidating Lease Asset or the sale of any other Vehicle in accordance with the COLT Servicing Agreement, or securities released from the Lien of this COLT Indenture since the commencement of the then current calendar year, as set forth in the certificates required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the COLT 2007-SN1 Secured Notes, but such a certificate need not be furnished with respect to any release of securities or other property proposed to be released if the fair value thereof as set forth in the related Officer's Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the COLT 2007-SN1 Secured Notes. (v) Notwithstanding Section 2.10 or any other provision of this Section 11.1, COLT may (A) collect, liquidate, sell or otherwise dispose of Series 2007-SN1 Lease Assets proceeds of both as and to the extent permitted or required by the COLT 2007-SN1 Basic Documents, (B) make cash payments out of any Designated Accounts as and to the extent permitted or required by the COLT 2007-SN1 Basic Documents and (C) take any other action not inconsistent with the TIA. SECTION 11.2 Form of Documents Delivered to COLT Indenture Trustee. (a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. (b) Any certificate or opinion of an Authorized Officer of COLT may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or COLT, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or COLT, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. (c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this COLT Indenture, they may, but need not, be consolidated and form one instrument. (d) Whenever in this COLT Indenture, in connection with any application or certificate or report to the COLT Indenture Trustee, it is provided that COLT shall deliver any document as a condition of the granting of such application, or as evidence of COLT's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of COLT to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the COLT Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI. SECTION 11.3 Acts of COLT 2007-SN1 Secured Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this COLT Indenture to be given or taken by COLT 2007-SN1 Secured Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such COLT 2007-SN1 Secured Noteholders in person or by agents duly appointed in writing and shall be subject to Section 5.11; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the COLT Indenture Trustee, and, where it is hereby expressly required, to COLT. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the COLT 2007-SN1 Secured Noteholders, as applicable, signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this COLT Indenture and (subject to Section 6.1) conclusive in favor of the COLT Indenture Trustee and COLT, if made in the manner provided in this Section 11.3. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the COLT Indenture Trustee deems sufficient. (c) The ownership of COLT 2007-SN1 Secured Notes shall be proved by the Secured Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any COLT 2007-SN1 Secured Notes shall bind the Holder of every COLT 2007-SN1 Secured Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the COLT Indenture Trustee or COLT in reliance thereon, whether or not notation of such action is made upon such COLT 2007-SN1 Secured Note. SECTION 11.4 Notices, Etc., to COLT Indenture Trustee, COLT and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of COLT 2007-SN1 Secured Noteholders or other documents provided or permitted by this COLT Indenture to be made upon, given or furnished to or filed with: (a) the COLT Indenture Trustee by any COLT 2007-SN1 Secured Noteholder or by COLT shall be made, given, furnished or filed in writing to or with the COLT Indenture Trustee at its Corporate Trust Office, or (b) COLT by the COLT Indenture Trustee or by any COLT 2007-SN1 Secured Noteholder shall be sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested, or by overnight mail to COLT and the COLT Owner Trustee each at the address specified in Part III of Exhibit I to the Declaration of Trust. COLT shall promptly transmit any notice received by it from the COLT 2007-SN1 Secured Noteholders to the COLT Indenture Trustee and the COLT Indenture Trustee shall likewise promptly transmit any notice received by it from the COLT 2007-SN1 Secured Noteholders to COLT. (c) Notices required to be given to the Rating Agencies by COLT, the COLT Indenture Trustee or the COLT Owner Trustee shall be delivered as specified in Part III to Exhibit A to the COLT Servicing Agreement. SECTION 11.5 Notices to COLT 2007-SN1 Secured Noteholders; Waiver. (a) Where this COLT Indenture provides for notice to the COLT 2007-SN1 Secured Noteholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each COLT 2007-SN1 Secured Noteholder affected by such event, at such Person's address as it appears on the Secured Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If notice to COLT 2007-SN1 Secured Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular COLT 2007-SN1 Secured Noteholder shall affect the sufficiency of such notice with respect to other 2007-SN1 Secured Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. (b) Where this COLT Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by COLT 2007-SN1 Secured Noteholders shall be filed with the COLT Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of COLT 2007-SN1 Secured Noteholders when such notice is required to be given pursuant to any provision of this COLT Indenture, then any manner of giving such notice as shall be satisfactory to the COLT Indenture Trustee shall be deemed to be a sufficient giving of such notice. (d) Where this COLT Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default. SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding any provision of this COLT Indenture or any of the COLT 2007-SN1 Secured Notes to the contrary, COLT may enter into any agreement with any Holder of a COLT 2007-SN1 Secured Note providing for a method of payment, or notice by the COLT Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this COLT Indenture for such payments or notices. COLT shall furnish to the COLT Indenture Trustee a copy of each such agreement and the COLT Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements at the expense of COLT. SECTION 11.7 Conflict with Trust Indenture Act. (a) If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this COLT Indenture by any of the provisions of the TIA, such required provision shall control. (b) The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this COLT Indenture) are a part of and govern this COLT Indenture, whether or not physically contained herein. SECTION 11.8 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 11.9 Successors and Assigns. (a) All covenants and agreements in this COLT Indenture and the COLT 2007-SN1 Secured Notes by COLT shall bind its successors and assigns, whether so expressed or not. (b) All covenants and agreements of the COLT Indenture Trustee in this COLT Indenture shall bind its successors and assigns, whether so expressed or not. SECTION 11.10 Severability. In case any provision in this COLT Indenture or in the COLT 2007-SN1 Secured Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 11.11 Benefits of COLT Indenture. Nothing in this COLT Indenture or in the COLT 2007-SN1 Secured Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and to the extent expressly provided herein, the COLT 2007-SN1 Secured Noteholders and any other Person with an ownership interest in any part of the COLT 2007-SN1 Trust Estate, any benefit or any legal or equitable right, remedy or claim under this COLT Indenture. SECTION 11.12 Legal Holidays. If the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the COLT 2007-SN1 Secured Notes or this COLT Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. SECTION 11.13 GOVERNING LAW. THIS COLT INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS COLT INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 11.14 Counterparts. This COLT Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 11.15 Recording of COLT Indenture. If this COLT Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by COLT and at its expense accompanied by an Opinion of Counsel (which may be counsel to the COLT Indenture Trustee or any other counsel reasonably acceptable to the COLT Indenture Trustee) to the effect that such recording is necessary either for the protection of the Secured Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the COLT Indenture Trustee under this COLT Indenture. SECTION 11.16 No Recourse. (a) Each COLT 2007-SN1 Secured Noteholder agrees by acceptance of a COLT 2007-SN1 Secured Note (or interest therein) that no recourse may be taken, directly or indirectly, with respect to the obligations of COLT, the COLT Owner Trustee or the COLT Indenture Trustee on the COLT 2007-SN1 Secured Notes or under this COLT Indenture or any certificate or other writing delivered in connection herewith or therewith, against: (i) the COLT Indenture Trustee or the COLT Owner Trustee in its individual capacity; (ii) any owner of a beneficial interest in COLT; (iii) any partner, owner, beneficiary, agent, officer, director or employee of the COLT Indenture Trustee or the COLT Owner Trustee in its individual capacity, any holder of a beneficial interest in COLT, the COLT Owner Trustee or the COLT Indenture Trustee or of any successor or assign of the COLT Indenture Trustee or the COLT Owner Trustee in its individual capacity (or any of their successors or assigns), except as any such Person may have expressly agreed (it being understood that the COLT Indenture Trustee and the COLT Owner Trustee have no such obligation in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment or call owing to such entity. For all purposes of this COLT Indenture, in the performance of any duties or obligations of COLT hereunder, the COLT Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles IV, V and VI of the Declaration of Trust; or (iv) COLT or any portion of the assets of COLT other than with respect to the COLT 2007-SN1 Trust Estate. (b) Except as expressly provided in the COLT 2007-SN1 Basic Documents, neither the Seller, the Servicer, the COLT Indenture Trustee nor the COLT Owner Trustee in their respective individual capacities, any owner of a beneficial interest in COLT, nor any of their respective partners, owners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the COLT 2007-SN1 Secured Notes or this COLT Indenture. SECTION 11.17 No Petition. Each of the COLT Indenture Trustee by entering this COLT Indenture and each Holder of a COLT 2007-SN1 Secured Note, by its acceptance thereof, hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all COLT 2007-SN1 Secured Notes, it shall not institute against, or join any other Person in instituting against, COLT any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. This Section 11.17 shall survive the termination of this COLT Indenture. SECTION 11.18 Inspection. COLT agrees that, on reasonable prior notice, it shall permit any representative of the COLT Indenture Trustee, during COLT's normal business hours, to examine all the books of account, records, reports and other papers of COLT, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss COLT's affairs, finances and accounts with COLT's officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The COLT Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the COLT Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. SECTION 11.19 Indemnification by and Reimbursement of the Servicer. The COLT Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with the COLT Servicing Agreement and (ii) the Seller and its directors, officers, employees and agents in accordance with the COLT Servicing Agreement. The COLT Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer's obligation to indemnify, defend and hold the COLT Indenture Trustee harmless as set forth in the COLT Servicing Agreement for any Series. SECTION 11.20 Series Liabilities. It is expressly understood and agreed by each COLT 2007-SN1 Secured Noteholder, by its acceptance of its COLT 2007-SN1 Secured Note, that Series 2007-SN1 is a separate series of COLT as provided in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct records shall be maintained for each Series Portfolio and the Trust Assets associated with Series 2007-SN1 shall be held and accounted for separately from the other assets of COLT or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to each Series of Secured Notes shall be enforceable against the related Series Portfolio of COLT only, and not against the assets of COLT generally or any other Series Portfolio securing any other Series of Secured Notes. SECTION 11.21 Subordination. COLT and each Holder of a COLT 2007-SN1 Secured Note, by accepting its COLT 2007-SN1 Secured Note, acknowledges and agrees that such COLT 2007-SN1 Secured Note represents indebtedness of COLT and does not represent an interest in any other assets of COLT allocated to any other Series Portfolio (including by virtue of any deficiency claim in respect of obligations not paid or otherwise satisfied from the COLT 2007-SN1 Trust Estate and proceeds thereof). In furtherance of and not in derogation of the foregoing, to the extent COLT enters into other securitization transactions, including in connection with the issuance of other Series of Secured Notes, each of COLT and each COLT 2007-SN1 Secured Noteholder, by accepting its COLT 2007-SN1 Secured Note, acknowledges and agrees that it shall have no right, title or interest in or to any assets (or interests therein) (other than the COLT 2007-SN1 Trust Estate) conveyed or purported to be conveyed or pledged by COLT to another Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a Lien) ("Other Assets"). To the extent that, notwithstanding the agreements and provisions contained in the preceding sentences of this subsection, COLT or any COLT 2007-SN1 Secured Noteholder either (a) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the COLT Indenture Trustee or any other Person, or (b) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the COLT Indenture Trustee or any other Person, then COLT and each COLT 2007-SN1 Secured Noteholder, by accepting its COLT 2007-SN1 Secured Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of COLT which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distribution or application under applicable law, including insolvency laws, and whether asserted against the COLT 2007-SN1 Secured Noteholder), including the payment of post-petition interest on such other obligations and liabilities. This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each COLT 2007-SN1 Secured Noteholder further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.20 and the terms of this Section 11.20 may be enforced by an action for specific performance. The provisions of this Section 11.20 shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this COLT Indenture. IN WITNESS WHEREOF, COLT and the COLT Indenture Trustee have caused this COLT Indenture to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact By: THE BANK OF NEW YORK TRUST COMPANY, N.A., as COLT Indenture Trustee By: /s/ Keith Richardson ------------------------------------ Name: Keith Richardson Title: Vice President EXHIBIT A TO THE COLT 2007-SN1 INDENTURE FORM OF COLT 2007-SN1 SECURED NOTE Date of Issuance June 7, 2007 Initial Secured Note Principal Balance: $2,325,007,063.65 Secured Note Rate: 6.05% per annum Aggregate Initial ABS Value of All Series 2007-SN1 Lease Assets: $2,500,008,486.50 Central Originating Lease Trust, a Delaware statutory trust ("COLT"), for value received, hereby promises to pay on each Payment Date to The Bank of New York Trust Company, N.A., not in its individual capacity but solely as COLT Indenture Trustee, as pledgee of COLT, the sum of (x) the Secured Note Interest Distributable Amount due on such COLT 2007-SN1 Secured Note on such Payment Date, plus (y) the holder of this COLT 2007-SN1 Secured Note's portion of the aggregate amount payable on such Payment Date in respect of principal on the COLT 2007-SN1 Secured Notes pursuant to Sections 2.5(b) and 3.1 of the COLT Indenture (as defined below) pro rata based on the Secured Note Principal Balance of each such COLT 2007-SN1 Secured Note. The principal of this COLT 2007-SN1 Secured Note shall be due and payable in full on the Final Maturity Date, unless an optional redemption of the COLT 2007-SN1 Secured Notes has occurred pursuant to Section 10.1 of the COLT Indenture in which case such unpaid principal shall be due on the Redemption Date. Pursuant to the COLT Indenture, dated as of June 7, 2007 (as amended, modified or otherwise supplemented from time to time, the "COLT Indenture"), between COLT and Citibank, N.A., a national banking association, as COLT indenture trustee (in its capacity as COLT indenture trustee and not its individual capacity, the "COLT Indenture Trustee"), COLT grants (x) to the COLT Indenture Trustee on behalf of the COLT 2007-SN1 Secured Noteholders a security interest in the COLT 2007-SN1 Collateral (other than the Direct COLT Pledge) to the extent set forth therein, and (y) to each COLT 2007-SN1 Secured Noteholder, to the extent that, notwithstanding the terms of the VAULT Trust Agreement and the Statutory Trust Act, COLT is deemed to hold a direct ownership interest in the legal title to any Vehicle related to the Series 2007-SN1 Lease Assets (and not merely a beneficial interest in VAULT representing an interest in the legal title to such Vehicle), a security interest in all of COLT's rights in such Vehicle. In addition, pursuant to the VAULT Pledge and Security Agreement, dated as of June 7, 2007, by Vehicle Asset Universal Leasing Trust ("VAULT") and acknowledged and agreed by COLT, GMAC LLC, Capital Auto Receivables, Inc., and Capital Auto Receivables Asset Trust 2007-SN1, VAULT pledges to each COLT 2007-SN1 Secured Noteholder a security interest in all of VAULT's legal title to the Vehicles related to the Series 2007-SN1 Lease Assets to the extent set forth therein. The sole source for payment of this COLT 2007-SN1 Secured Note and all other COLT 2007-SN1 Secured Notes is limited to the COLT 2007-SN1 Trust Estate and such other funds as COLT may from time to time pledge to secure the payment of the COLT 2007-SN1 Secured Notes; it being understood that any other assets of COLT included in any other Series Portfolio or the Residual Interest shall not be available to make payments on the COLT 2007-SN1 Secured Notes. Capitalized terms not otherwise defined herein shall have the meanings set forth in the COLT Indenture. This COLT 2007-SN1 Secured Note is a valid and binding obligation of COLT. CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as COLT Owner Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Dated: June 7, 2007 COLT INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the COLT 2007-SN1 Secured Notes designated above and referred to in the within-mentioned COLT Indenture. THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as COLT Indenture Trustee By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Payment hereunder shall be made to the Holder of this COLT 2007-SN1 Secured Note in accordance with the COLT Indenture and the COLT Servicing Agreement. By acquiring a COLT 2007-SN1 Secured Note or any interest therein, each purchaser and transferee will be deemed to represent and warrant that either (A) it is not (i) an "employee benefit plan" (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to the provisions of Title I of ERISA, (ii) a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan's or a plan's investment in the entity or (iv) other plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (B) the acquisition, holding and disposition of the COLT 2007-SN1 Secured Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA, Section 4975 of the Code or a violation of any substantially similar applicable law. Pursuant to Section 11.16 of the COLT Indenture, the COLT Indenture Trustee, by entering into the COLT Indenture, and each COLT 2007-SN1 Secured Noteholder, by accepting a COLT 2007-SN1 Secured Note (or interest therein), covenant and agree that they shall not, prior to the date which is one year and one day after the termination of the COLT Indenture, acquiesce, petition or otherwise invoke or cause COLT to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against COLT under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of COLT or any substantial part of its property, or ordering the winding up or liquidation of the affairs of COLT, and that such obligations shall not constitute a claim against the COLT in the event that COLT's assets are insufficient to pay in full such obligations, in each case for one year after all COLT 2007-SN1 Secured Notes are paid in full. The obligations of COLT under this COLT 2007-SN1 Secured Note shall be non-recourse to COLT and any other asset of COLT or any COLT 2007-SN1 Certificateholder except to the extent described herein. This COLT 2007-SN1 Secured Note shall be effective when executed, authenticated and delivered in accordance with the COLT Indenture. THIS COLT 2007-SN1 SECURED NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREOF UNDER THIS COLT 2007-SN1 SECURED NOTE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. COLT agrees, and by acquiring this COLT 2007-SN1 Secured Note or interest therein the Holder of this COLT 2007-SN1 Secured Note or interest therein agrees, to treat this COLT 2007-SN1 Secured Note as indebtedness for federal income tax, State and local income and franchise tax, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income. It is expressly understood and agreed by the Holder of this COLT 2007-SN1 Secured Note that (a) the COLT Indenture and this COLT 2007-SN1 Secured Note are executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as COLT Owner Trustee, (b) each of the representations, undertakings and agreements herein and therein made on the part of COLT is made and intended not as a personal representation, undertaking or agreement by _Deutsche Bank Trust Company Delaware, but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware, be personally liable for the payment of any indebtedness or expenses of COLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by COLT under the COLT Indenture and this COLT 2007-SN1 Secured Note. EX-99.4 6 k15931exv99w4.txt ISDA MASTER AGREEMENT AND SCHEDULE EXHIBIT 99.4 (MULTICURRENCY - CROSS BORDER) ISDA(R) INTERNATIONAL SWAP DEALERS ASSOCIATION, INC. MASTER AGREEMENT dated as of June 7, 2007 CAPITAL AUTO RECEIVABLES ASSET and CITIBANK, N.A. TRUST 2007-SN1 have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows: 1. INTERPRETATION (a) DEFINITIONS. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) INCONSISTENCY. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. (c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions. 2. OBLIGATIONS (a) GENERAL CONDITIONS. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) The condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. 1 (b) CHANGE OF ACCOUNT. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) NETTING. If on any date amounts would otherwise be payable:- (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party's obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries. (d) DEDUCTION OR WITHHOLDING FOR TAX. (i) GROSS-UP. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:- (1) promptly notify the other party ("Y") of such requirement; (2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y; (3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y. evidencing such payment to such authorities; and (4) if such Tax is an Indemnifiable Tax, pay to Y. in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for: -- (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. 2 (ii) LIABILITY. If:- (1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X, then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)). (e) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 3. REPRESENTATIONS Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that: -- (a) BASIC REPRESENTATIONS. (i) STATUS. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing; (ii) POWERS. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance; (iii) NO VIOLATION OR CONFLICT. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) CONSENTS. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (v) OBLIGATIONS BINDING. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). 3 (b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. (e) PAYER TAX REPRESENTATION. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true. (f) PAYEE TAX REPRESENTATIONS. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true. 4. AGREEMENTS Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:- (a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:- (i) any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation; (ii) any other documents specified in the Schedule or any Confirmation; and (iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification, in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. (b) MAINTAIN AUTHORISATIONS. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. (c) COMPLY WITH LAWS. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. (d) TAX AGREEMENT. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure. (e) PAYMENT OF STAMP TAX. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, 4 organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party's execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party. 5. EVENTS OF DEFAULT AND TERMINATION EVENTS (a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:- (i) FAILURE TO PAY OR DELIVER. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; (ii) BREACH OF AGREEMENT. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; (iii) CREDIT SUPPORT DEFAULT. (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; (iv) MISREPRESENTATION. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the PARTY or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (vi) CROSS DEFAULT. If "Cross Default" is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however 5 described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); (vii) BANKRUPTCY. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:- (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or (viii) MERGER WITHOUT ASSUMPTION. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:- (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. (b) TERMINATION EVENTS. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event 6 Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:- (i) ILLEGALITY. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):- (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; (ii)TAX EVENT. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B)); (iii) TAX EVENT UPON MERGER. The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii); (iv) CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or (v) ADDITIONAL TERMINATION EVENT. If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). (c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. 7 6. EARLY TERMINATION (a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). (b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT. (i) NOTICE. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. (ii) TRANSFER TO AVOID TERMINATION EVENT. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. (iii) TWO AFFECTED PARTIES. If an Illegality under section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. (iv) RIGHT TO TERMINATE. If: - (1) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party, either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then 8 continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (c) EFFECT OF DESIGNATION. (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). (d) CALCULATIONS. (i) STATEMENT. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. (ii) PAYMENT DATE. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the following provisions shall apply based on the parties' election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. (i) EVENTS OF DEFAULT. If the Early Termination Date results from an Event of Default:- (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party's Loss in respect of this Agreement. (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the 9 Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party's Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (ii) TERMINATION EVENTS. If the Early Termination Date results from a Termination Event:- (1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4). if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions. (2) Two Affected Parties. If there are two Affected Parties:- (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y"). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y. (iii) ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). (iv) PRE-ESTIMATE. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 10 7. TRANSFER Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:- (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). Any purported transfer that is not in compliance with this Section will be void. 8. CONTRACTUAL CURRENCY (a) PAYMENT IN THE CONTRACTUAL CURRENCY. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess. (b) JUDGMENTS. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency. (c) SEPARATE INDEMNITIES. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement. (d) EVIDENCE OF LOSS. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made. 11 9. MISCELLANEOUS (a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. (b) AMENDMENTS. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. (c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. (d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. (e) COUNTERPARTS AND CONFIRMATIONS. (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. (f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. (g) HEADINGS. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 10. OFFICES; MULTIBRANCH PARTIES (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party. (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 11. EXPENSES A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document 12 to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 12. NOTICES (a) EFFECTIVENESS. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated: -- (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient's answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. (b) CHANGE OF ADDRESSES. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 13. GOVERNING LAW AND JURISDICTION (a) GOVERNING LAW. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. (b) JURISDICTION. With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably: -- (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (c) SERVICE OF PROCESS. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any 13 reason any party's Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law. (d) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 14. DEFINITIONS As used in this Agreement:- "ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b). "AFFECTED PARTY" has the meaning specified in Section 5(b). "AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. "AFFILIATE" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person. "APPLICABLE RATE" means:- (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and (d) in all other cases, the Termination Rate. "BURDENED PARTY" has the meaning specified in Section 5(b). "CHANGE IN TAX LAW" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into. "CONSENT" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent. "CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b). "CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as such in this Agreement. "CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule. "DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. 14 "DEFAULTING PARTY" has the meaning specified in Section 6(a). "EARLY TERMINATION DATE" means the date determined in accordance with Section 6(a) or 6(b)(iv). "EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable, in the Schedule. "ILLEGALITY" has the meaning specified in Section 5(b). "INDEMNIFIABLE TAX" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having bad a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document). "LAW" includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and "LAWFUL" and "UNLAWFUL" will be construed accordingly. "LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. "LOSS" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. "MARKET QUOTATION" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have 15 been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. "NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. "NON-DEFAULTING PARTY" has the meaning specified in Section 6(a). "OFFICE" means a branch or office of a party, which may be such party's head or home office. "POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. "REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. "RELEVANT JURISDICTION" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made. "SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. "SET-OFF" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. "SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination Date, the sum of:- (a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and (b) such party's Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. "SPECIFIED ENTITY" has the meaning specified in the Schedule. 16 "SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. "SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. "STAMP TAX" means any stamp, registration, documentation or similar tax. "TAX" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax. "TAX EVENT" has the meaning specified in Section 5(b). "TAX EVENT UPON MERGER" has the meaning specified in Section 5(b). "TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date). "TERMINATION CURRENCY" has the meaning specified in the Schedule. "TERMINATION CURRENCY EQUIVALENT" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties. "TERMINATION EVENT" means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. "TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. "UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market 17 value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties. 18 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. CAPITAL AUTO RECEIVABLES CITIBANK, N.A. ASSET TRUST 2007-SN1 By: Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as CARAT Owner Trustee By: /s/ Jenna Kaufman By: /s/ Myongsu Kong --------------------------------- ------------------------------------ Name: Jenna Kaufman Name: Myongsu Kong Title: Attorney-In-Fact Title: Legal Counsel/V.P. Date: Date: --------------- --------------- By: /s/ Aranka R. Paul --------------------------------- Name: Aranka R. Paul Title: Attorney-In-Fact Date: --------------- Primary Master ISDA Agreement EXHIBIT 99.4 SCHEDULE TO THE ISDA MASTER AGREEMENT (Multicurrency-Cross Border) (this "AGREEMENT") dated as of June 7, 2007 between CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 (the "TRUST") and CITIBANK, N.A. (the "COUNTERPARTY") PART 1. TERMINATION PROVISIONS (a) "Specified Entity" means in relation to the Counterparty for the purpose of: Section 5(a)(v), none Section 5(a)(vi), none Section 5(a)(vii), none Section 5(b)(iv), none and in relation to the Trust for the purpose of: Section 5(a)(v), none Section 5(a)(vi), none Section 5(a)(vii), none Section 5(b)(iv), none (b) All references to "Potential Events of Default" in this Agreement shall be deleted. (c) Events of Default. (i) The following Events of Default will not apply to the Trust and the definition of "Event of Default" in Section 14 is deemed to be modified accordingly: Section 5(a)(ii), (Breach of Agreement) Section 5(a)(iii), (Credit Support Default) Section 5(a)(iv), (Misrepresentation) Section 5(a)(v), (Default Under Specified Transaction) Section 5(a)(vi), (Cross Default) Section 5(a)(vii), (Bankruptcy) (ii) The following Events of Default will not apply to the Counterparty and the definition of "EVENT OF DEFAULT" in Section 14 is deemed to be modified accordingly: Section 5(a)(v), (Default Under Specified Transaction) Section 5(a)(vi) (Cross Default) (iii) It shall be an additional Event of Default under Section 5(a), and the Trust shall be deemed to be the Defaulting Party with respect thereto, if (x) (i) there occurs an Indenture "Event of Default" under Section 5.1(a), (b), (c), or (d) of the CARAT Indenture and (ii) after such Indenture "Event of Default," remedies are commenced with respect to the Collateral under Section 5.4(a)(iv) of the CARAT Indenture or any other sale or liquidation of the Collateral occurs under Article V of the CARAT Indenture or (y) there occurs an Indenture "Event of Default" under Section 5.1(e) or (f) of the CARAT Indenture. (iv) It shall be an additional Event of Default under Section 5(a), and the Trust shall be deemed to be the Defaulting Party with respect thereto, if any CARAT Basic Document is amended, modified or supplemented, with the consent of the holders of not less than a majority of the Outstanding Amount of the Controlling Class of the CARAT 2007-SN1 Notes and, if any Person other than the Seller or an Affiliate of the Seller holds any CARAT 2007-SN1 Certificates, the holders of not less than a majority of the Voting Interests, in a manner that materially and adversely affects any interest of the Counterparty without the prior written consent of the Counterparty. The procedures for amending the CARAT Basic Documents are set forth in Section 9.01 of the Trust Sale and Administration Agreement, Article IX of the CARAT Indenture, Section 7.01 of the Pooling and Administration Agreement and Article VIII of the Trust Agreement. (d) Termination Events. The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(iv) will not apply to the Counterparty or the Trust. (e) "Early Termination." (i) In the event that the Counterparty fails to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by the Counterparty, the Trust shall immediately notify GMAC LLC ("GMAC") of such failure to pay or deliver. (ii) Notwithstanding any other provision to the contrary in this Agreement, upon (A) the occurrence of a Designated Event (as defined in the Triparty Contingent Assignment Agreement among the Trust, the Counterparty and GMAC dated as of the date hereof (the "TRIPARTY AGREEMENT"), GMAC shall accede to rights and obligations equivalent to those set out herein in accordance with the terms of the Fallback Swap Agreement (as defined in the Triparty Agreement). If such a Designated Event has occurred, then upon (A) the effectiveness of the Fallback Swap Agreement (as defined in the Triparty Agreement) and (B) the payment by GMAC in a timely fashion of all Delinquent Payments (as defined in the Triparty Agreement), if any, (x) the Event of Default or Termination Event, if any, constituting such Designated Event shall be deemed to be cured on and as of the date of assignment and (y) no Early Termination Date may be designated as a result of such Designated Event. As of the 2 Assignment Date (as defined in the Triparty Agreement) the Counterparty shall have no further liability hereunder (including in respect of rights, liabilities and duties accrued prior to the Assignment Date). Furthermore, any and all collateral posted by the Counterparty shall be returned to it within three Business Days of the Assignment Date and the Credit Support Document of the Counterparty's Credit Support Provider and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate as of the Assignment Date. (iii) Section 6(b) is hereby amended by deleting the heading to such section and replacing it with the following words: "Early Termination Following Termination Event." (iv) Section 6(b)(ii) is hereby deleted and the following shall be inserted in its place: "(1) If an Illegality, a Tax Event or a Tax Event Upon Merger occurs, if the Counterparty is the Affected Party it will, and if the Trust is the Affected Party it may request the Counterparty to (and the Counterparty upon notice thereof will), use its best efforts (provided that using its best efforts will not require the Counterparty to incur any loss, excluding immaterial, incidental expenses) to transfer prior to the 20th day following the occurrence of such event (the "TRANSFER CUT-OFF DATE"), all of its rights and obligations under this Agreement in respect of Affected Transactions to another of its offices or Affiliates or third party so that such Termination Event ceases to exist. If the Counterparty is not able to make such a transfer it will give notice to the Trust to that effect prior to the Transfer Cut-Off Date. Any such transfer under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the Trust, which consent will not be withheld if the Trust's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed and may not be refused if it is pursuant to the Triparty Agreement. (2) No transfer or substitution pursuant to this Section 6(b)(ii) shall occur if (x) the then current ratings of the CARAT 2007-SN1 Notes by DBRS, Inc. ("DBRS"), Fitch, Inc. ("FITCH") or Standard & Poor's Ratings Services ("S&P") would be reduced or adversely affected or (y) the position of the Trust would otherwise materially be prejudiced under this Agreement or any Confirmation (it being understood that it shall be the responsibility of the Trust to verify such matters prior to the occurrence of such transfer or substitution)." (v) Section 6(b)(iii) shall hereby be amended by replacing the words "within 30 days" with the words "by the Transfer Cut-Off Date (as defined above)." (vi) Section 6(b)(iv) is hereby deleted and the following shall be inserted in its place: 3 "Early Termination. If a Termination Event has occurred and a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions by the Transfer Cut-Off Date, an Early Termination Date in respect of all outstanding Swap Transactions will occur immediately." (f) Payments on Early Termination. (i) "Market Quotation" and "Second Method" will apply for purposes of Section 6(e). (ii) The Trust and the Counterparty, as applicable, will be obligated to pay interest to the other party on any amounts due and unpaid under Section 6(e) at a rate equal to the Floating Rate Option under the Confirmation. (g) "TERMINATION CURRENCY" means United States Dollars. PART 2. TAX REPRESENTATIONS (a) Payer Tax Representations. For the purpose of Section 3(e), each of the Counterparty and the Trust makes the following representation: It is not required by any applicable law, as modified by the practice 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 representation, it may rely on (i) the accuracy of any representation made by the other party pursuant to Section 3(f); (ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and effectiveness of any document provided by the other party pursuant 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 shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. (b) Payee Tax Representations. (i) Trust Representation. For the purpose of Section 3(f) of this Agreement, the Trust makes the following representations: It is a statutory trust organized or formed under the laws of the State of Delaware. It is (A) a "United States person" as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, or (B) wholly-owned by a "United States 4 person" and disregarded as an entity separate from its owner for U.S. federal tax purposes. (ii) Counterparty Representation. For the purpose of Section 3(f), the Counterparty makes the following representations: It is a national banking association organized under the laws of the United States of America. PART 3. AGREEMENT TO DELIVER DOCUMENTS For the purpose of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable: (a) Tax forms, documents or certificates to be delivered are:
PARTY REQUIRED TO DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED - ----------------- ------------------------------------ --------------------------------- Counterparty and Trust IRS Form W-9 (or any successor form) Promptly upon execution of this Agreement, and promptly upon learning that any form previously provided by the party has become obsolete or incorrect.
(b) Other documents to be delivered are:
PARTY REQUIRED TO COVERED BY SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION - ----------------- ------------------------------------ --------------------------------- ----------------------- Counterparty and Trust Certificate or other documents At or promptly following the Yes evidencing the authority of the execution of this Agreement, and, party to enter into this Agreement if a Confirmation so requires it, and the persons acting on behalf of on or before the date set forth such party. therein. Counterparty and Trust A legal opinion, in the form At or promptly following the No reasonably acceptable to the other execution of this Agreement, but party. in no event shall be later than 10 days after the
5
PARTY REQUIRED TO COVERED BY SECTION 3(D) DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION - ----------------- ------------------------------------ --------------------------------- ----------------------- date hereof. Trust The Trust Sale and Administration At or promptly following the Yes Agreement and all other documents to execution of this Agreement. be executed by the Trust as contemplated thereby.
PART 4. MISCELLANEOUS (a) Addresses for Notices. For purpose of Section 12(a): (i) Address for notices or communications to the Trust: Address: c/o Deutsche Bank Trust Company Delaware, as CARAT Owner Trustee 1011 Centre Road, Suite 200 Wilmington, DE 19805-1266 Facsimile No.: (302) 636-3305 Telephone No.: (302) 636-3222 with a copy to: Address: Deutsche Bank Trust Company Americas 60 Wall Street, 26th Floor Mail Stop: NYC60-2606 New York, NY 10005 Facsimile No.: (212) 797-8606/8607 Telephone No.: (212) 250-2946 with a copy to: Address: GMAC LLC 200 Renaissance Center, 12th Floor Detroit, Michigan 48265 Attention: Director - Securitization and Cash Management Facsimile No.: (313) 665-6351 Telephone No.: (313) 665-6274 6 (ii) Address for notices or communications to the Counterparty: Address: 250 West Street, 10th Floor New York New York 10013 Attention: Director, Derivative Operations Facsimile No.: (212) 723-2956 (For all purposes) In addition, in the case of notices or communications relating to Section 5, 6, 11 or 13 of this Agreement, a second copy of any such notice or communication shall be addressed to the attention of Party A's legal department as follows: Address: Legal Department 77 Water Street, 9th Floor New York, New York 10004 Attention: Department Head Facsimile No.: (212) 657-1452 (b) Notices. (i) Section 12(a)(iv) of this Agreement shall be deleted in its entirety and replaced with the following: "(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted, provided, however, it is understood that, if feasible, a party shall first attempt to send notice by overnight couriers, telex or facsimile before attempting to send notice by certified or registered mail; or," (ii) Section 12(a) is hereby amended by deleting the words "facsimile transmission or" in line 3 thereof. (c) Process Agent. For the purpose of Section 13(c) of this Agreement: The Counterparty appoints as its Process Agent: Not applicable. The Trust appoints as its Process Agent: Not applicable. (d) Multibranch Party. For the purpose of Section 10: The Counterparty is not a Multibranch Party. The Trust is not a Multibranch Party. (e) "CALCULATION AGENT" means, unless otherwise designated by a Confirmation for a particular Swap Transaction, GMAC. All calculations by the Calculation Agent shall be made in good faith and through the exercise of the Calculation Agent's commercially reasonable 7 judgment. All such calculations shall be final and binding upon the Counterparty and the Trust absent manifest error. Upon the request of the Counterparty, the Trust shall provide the Counterparty with such information as is reasonably necessary to enable the Counterparty to confirm the accuracy of such calculations. (f) Credit Support Provider. Details of any Credit Support Provider: The Counterparty: Not applicable. The Trust: Not applicable. (g) Credit Support Document. Details of any Credit Support Document: The Counterparty: Not applicable. The Trust: Not applicable. (h) GOVERNING LAW; JURISDICTION. THIS AGREEMENT AND EACH CONFIRMATION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (i) Waiver of Jury Trial. Each party waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement. (j) Netting of Payments. Section 2(c)(ii) will apply to any amounts payable with respect to Swap Transactions from the date of this Agreement. PART 5. OTHER PROVISIONS (a) ISDA Definitions: Except as otherwise defined in this Schedule or a Confirmation, this Agreement and each Swap Transaction are subject to the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., the "DEFINITIONS"), and will be governed in all relevant respects by the provisions set forth in the Definitions, without regard to any amendments to the Definitions subsequent to the date hereof. The provisions of the Definitions are incorporated by reference in, and shall be deemed a part of, this Agreement and each Confirmation, as if set forth in full in this Agreement or that Confirmation. 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 provisions of any Confirmation and this Agreement, such Confirmation will prevail for the purpose of the relevant Swap Transaction. 8 (b) Other Swaps. The Trust agrees that it has not and will not enter into any other swap transactions after the date hereof which provide for payments upon termination that are senior to or pari passu with any payment due under any Confirmation. (c) Litigation Representation. Each instance of the words "or any of its Affiliates" shall be deleted from Section 3(c). (d) Gross-Up; Liability. The Counterparty agrees that the Trust will not in any circumstance be required to pay additional amounts in respect of any Indemnifiable Tax pursuant to Section 2(d)(i)(4) of this Agreement. (e) Transfer. Section 7 is hereby amended by adding the following provision: "provided however, that, the Counterparty consents to the pledge and assignment by the Trust of the Trust's rights and interests hereunder pursuant to the CARAT Indenture; provided further that the Counterparty may make such a transfer (1) to any of its Affiliates if, in the opinion of the Counterparty's counsel (after conferring with GMAC's counsel), such transfer is required to comply with Regulation AB under the Securities Act of 1933, as amended, in which event Citigroup, Inc. shall issue a guarantee in favor of the Trust of all of such transferee's obligations hereunder, which guarantee shall be in a form reasonably satisfactory to the Trust, and (2) to another of its Affiliates, offices, or branches on ten Business Days' prior written notice to the Trust, provided that: (i) no such transfer shall occur if the then current ratings of the CARAT 2007-SN1 Notes by DBRS, Fitch or S&P would be reduced or adversely affected; (ii) the Counterparty delivers an opinion of independent counsel of recognized standing, in form and substance reasonably satisfactory to the CARAT Indenture Trustee and the Trust Administrator, confirming that as of the date of such transfer the transferee will not, as a result of such transfer, be required to withhold or deduct on account of Tax under this Agreement; and (iii) such transfer will not cause the occurrence of an Event of Default or a Termination Event under this Agreement. Notwithstanding the foregoing, prior written notice of transfer shall not be required with respect to a transfer under Section 6(b)(ii)." (f) Additional Representations. Section 3 is hereby amended by adding at the end thereof the following Subparagraph: (g) ELIGIBLE CONTRACT PARTICIPANT. It is an "eligible contract participant" as that term is defined in Section 1a(12) of the Commodity Exchange Act, as amended by the Commodity Futures Modernization Act of 2000, and it has entered into this Agreement and it is entering into the Transaction in connection with its line of business (including financial intermediation services) or the financing of its business; and the material terms of this Agreement and the Transaction have been individually tailored and negotiated. 9 (g) Amendments. Section 9(b) of this Agreement is hereby amended by adding the following: ; provided, however, that no such amendments, modifications or waivers shall be effective until such time as the Trust has obtained the written affirmation of each of DBRS, Fitch and S&P, who are then rating any securities issued by the Trust that such amendments, modifications or waivers shall not adversely affect the then current ratings of the CARAT 2007-SN1 Notes. (h) Confirmations. Each Confirmation supplements, forms part of, and will be read and construed as one with this Agreement. (i) Capitalized Terms. Each capitalized term used in this Agreement and not defined in this Agreement, the Confirmation or the Definitions shall have the meaning given such term in Appendix A to the Trust Sale and Administration Agreement, dated as of June 7, 2007, among GMAC, as Trust Administrator, Capital Auto Receivables LLC, as Seller, and Capital Auto Receivables Asset Trust 2007-SN1, as Issuer (as amended, modified or supplemented from time to time in accordance with its terms). To the extent that a capitalized term in this Agreement is defined by reference to a related definition contained in the Trust Sale and Administration Agreement, the CARAT Indenture, the Pooling and Administration Agreement, the Swap Counterparty Rights Agreement, the COLT Servicing Agreement, the Trust Agreement and the COLT Custodian Agreement (collectively, the "TRUST DOCUMENTS" and each, a "TRUST DOCUMENT"), for purposes of this Agreement only, such capitalized term shall be deemed to be amended only if the amendment of the term in a Trust Document relating to such capitalized term occurs with the prior written consent of the Counterparty. (j) No Set-Off. Without affecting the provisions of this Agreement requiring the calculation of certain net payment amounts, all payments under this Agreement will be made without set-off or counterclaims. (k) Liability to Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as trustee of the Trust, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the Trust and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or the other CARAT Basic Documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust or the CARAT Owner Trustee hereunder, the CARAT Owner Trustee shall be entitled to the benefits of the terms and provisions of the Trust Agreement. 10 (l) Severability. In the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions in the Agreement shall not in any way be affected or impaired. In the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable, the parties will negotiate in good faith to replace the invalid, illegal or unenforceable provisions with valid provisions which will, as nearly as possible, give the originally intended legal and economic effect of the invalid, illegal or unenforceable provisions. (m) No-Petition. The Counterparty hereby agrees that it will not, prior to the date which is one year and one day after all CARAT 2007-SN1 Notes issued by the Trust pursuant to the CARAT Indenture have been paid in full, acquiesce, petition or otherwise invoke, or cause or encourage any Person, including the Trust, to invoke, the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law or for the purpose of appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the Trust or any substantial part of the property of the Trust, or for the purpose of ordering the winding up or liquidation of the affairs of the Trust. Nothing herein shall prevent the Counterparty from participating in any such proceeding once commenced. (n) Sole Transactions. This Agreement relates solely to, and can be used solely for, the Transactions between the Trust and the Counterparty with Confirmations (the "CONFIRMATIONS") dated the date hereof and having reference numbers M072620, M072618, M072616 and M072614. * * * * * * 11 IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the date hereof. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee on behalf of the Trust, By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact CITIBANK, N.A. By: /s/ Myongsu Kong ------------------------------------ Name: Myongsu Kong Title: Legal Counsel/V.P. Primary ISDA Schedule EX-99.5 7 k15931exv99w5.txt CONFIRMATION OF THE PRIMARY SWAP EXHIBIT NO. 99.5 June 7, 2007 Citibank, N.A. Confirmations Unit 333 West 34th, 2nd Floor New York, NY 10001, USA Tel: (212) 615-8981 Fax: (212) 615-8985 RE: Confirmation of Primary Swap Relating to the Class A-1b Notes Transaction Reference Number: M072620 Dear Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the "Primary Swap") entered into between Citibank, N.A. (the "Counterparty") and Capital Auto Receivables Asset Trust 2007-SN1 (the "Trust") as of the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Primary ISDA Agreement specified below. 1. The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. The parties agree that this transaction is a Transaction under the ISDA Master Agreement of the parties dated as of June 7, 2007. The agreement is comprised of the printed form of such agreement as published by ISDA, as supplemented and modified by a Schedule (the "Primary ISDA Agreement"). This Confirmation constitutes a binding agreement between you and us and will supplement, form a part of, and be subject to the Primary ISDA Agreement described above as amended and supplemented from time to time. The Counterparty and the Trust acknowledge that this Transaction relates to the CARAT 2007-SN1 Class A-1b Floating Rate Asset Backed Notes (the "Notes" or "Reference Notes") issued by the Trust for value pursuant to and subject to the CARAT Indenture. Capitalized terms used and not otherwise defined herein, in the Primary ISDA Agreement or in the Definitions shall have the meanings assigned to them in Exhibit A or Exhibit B hereto, as applicable. All references to "dollars" or to "$" shall be references to amounts in United States Dollars. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Interest Rate Swap. Notional Amount: $100,000,000 with respect to the initial Calculation Period. The Notional Amount with respect to each Calculation Period thereafter shall be equal to the Reference Note Balance as of the close of business on the Distribution Date at the beginning of the relevant Calculation Period (as set forth in the Calculation Statement (defined below) delivered by GMAC to the Counterparty on or prior to the Determination Date relating to such Calculation Period pursuant to Section 3 below). Trade Date: May 31, 2007. Effective Date: June 7, 2007. Termination Date: The earlier of the close of business on (i) June 16, 2008 and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero; subject to adjustment in accordance with Following Business Day Convention. Fixed Amounts: Fixed Rate Payer: The Trust. Fixed Rate Payer Period End Dates: The 15th calendar day of each month, commencing June 15, 2007, to and including the Termination Date, in each case, subject to adjustment in accordance with the Following Business Day Convention. Fixed Rate Payer Payment Date: With respect to each Calculation Period, the day that is one Business Day prior to the first Distribution Date to occur following the last day of such Calculation Period. Fixed Rate: 5.415%. Fixed Rate Day Count Fraction: 30/360. Floating Amounts: Floating Rate Payer: The Counterparty. Floating Rate Payer Period End Dates: Each Fixed Rate Payer Period End Date. Floating Rate Payer Payment Dates: Each Fixed Rate Payer Payment Date. Reset Dates: With respect to each Calculation Period, the first day of such Calculation Period. Floating Rate Option: LIBOR (as defined in Exhibit A hereto). Spread: Plus 0 Basis Points. Floating Rate Day Count Fraction: Actual/360. Compounding: Inapplicable. Business Days for Payment: New York (New York), Detroit (Michigan) and Chicago (Illinois). Calculation Agent: GMAC LLC, as agent for and on behalf of the Trust. Default Rate: For any United States Dollar payments, the rate determined under the option entitled "USD Federal Funds - H.15" plus 1% using daily Reset Dates. The Default Rate will be applied on the basis of Compounding as if the overdue amount were a Notional Amount and using daily Compounding Dates, and interest will accrue and be payable before as well as after judgment. 3. Calculations and Notifications: On or before each Determination Date, the Calculation Agent shall determine the Fixed Amount due to the Counterparty on the next succeeding Fixed Rate Payer Payment Date and the Floating Amount due to the Trust on the next succeeding Floating Rate Payer 2 Payment Date and the Calculation Agent shall notify the Counterparty in writing of both (i) the Floating Rate and (ii) the amount of such payment. In addition, on each Determination Date the Trust shall deliver to the Counterparty (by facsimile with hard copy to follow) a statement (the "Calculation Statement") setting forth with respect to the close of business on the immediately preceding Distribution Date the Reference Note Balance as of such Distribution Date. The Trust will give the Counterparty prompt written notice of any Default under the CARAT Indenture. 4. Credit Downgrade: (A) S&P Downgrade: In the event that the Joint Probability is reduced below AA- in the case of S&P, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. 3 Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. (B) Fitch Downgrade: In the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F1" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "A" (such downgrade, a "FITCH DOWNGRADE"), then, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Downgrade and the Counterparty shall within thirty (30) days of receipt of notice of such reduction, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an Fitch unsecured, unsubordinated debt rating of at least "A" (long-term) and "F1" (short-term), except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (2) enter into a CSA with the Trust mutually acceptable to the Trust and the Counterparty and on terms approved by Fitch at the time such CSA is entered into; or (3) arrange for an entity with a rating assigned by Fitch to the unsecured, unsubordinated debt of at least "F1" (short-term) and "A" (long-term) to provide an unconditional guaranty for its obligations hereunder; or (4) enter into such other credit support arrangements acceptable to Fitch to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the forgoing, in the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F3" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "BBB-", then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Additional Downgrade and the Counterparty shall within thirty (30) 4 days of receipt of notice of such reduction, satisfy the requirements set forth in either sub-paragraph 4(B)(1), (3) or (4) above. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the CARAT 2007-SN1 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default. 5. Account Details: Payments to Fixed Rate Payer: The Bank of New York - New York, NY ABA #021000018 For credit to GLA: 211705 For Final Credit to: 775815 Account of: CARAT 2007-SN1 Attn: Keith Richardson (312) 827-8572 Payments to Floating Rate Payer: Citibank, N.A. ABA: 021000089 Swift: CITIUS33 Account Number: 00167679 6. Limited Recourse: Notwithstanding anything to the contrary contained herein but without limiting the Counterparty's rights under Section 5(a)(i) of the Primary ISDA Agreement, all of the obligations of the Trust shall be payable by the Trust only at the times and to the extent of funds available therefor under the Trust Sale and Administration Agreement and, to the extent such funds are not available or are insufficient for the payment thereof, shall not constitute a claim against the Trust to the extent of such unavailability or insufficiency until such time as, and then to the extent that, the Trust has assets sufficient to pay such prior deficiency. This paragraph shall survive the termination of this Agreement but in all cases shall expire one year and one day after the final payment with respect to all notes and certificates issued by the Trust. 7. Limitation of Liability: It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as CARAT Owner Trustee of the Trust in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, 5 undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. 8. To the extent that a capitalized term in this Transaction is defined by reference to a related definition contained in any CARAT Basic Document, for purposes of this Transaction only, such capitalized term shall be deemed to be amended only if the amendment of the term in a CARAT Basic Document relating to such capitalized term occurs with the prior written consent of the Counterparty. * * * * 6 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact Accepted and confirmed as of the date first written above: CITIBANK, N.A. By: /s/ Frank A. Licciardello --------------------------------- Name: Frank A. Licciardello Title: Authorized Signatory Acknowledged and agreed as of the date first written above: GMAC LLC, solely as Calculation Agent By: /s/ P.M. Surhigh --------------------------------- Name: P.M. Surhigh Title: Director - U.S. & International Funding Group [SIGNATURE PAGE CARAT 2007-SN1 - PRIMARY INTEREST RATE SWAP (CONFIRMATION)] EXHIBIT A The following terms shall have the following meanings in this Confirmation: "Calculation Period": means, with respect to each party hereunder, each period from, and including one Period End Date of that party to, but excluding, the next following Period End Date of that party during the Term of the Swap Transaction, except that the initial Calculation Period for that party will commence on, and include, the Effective Date. "CARAT Indenture": the CARAT Indenture, dated as of the date hereof between the Trust and the CARAT Indenture Trustee, as amended and supplemented from time to time in accordance with its terms. "CARAT Indenture Trustee": Citibank, N.A., not in its individual capacity but solely as trustee under the CARAT Indenture, or any successor trustee under the CARAT Indenture. "Determination Date": the tenth (10th) day of each calendar month, or if such [tenth (10th)] day is not a Business Day, the next succeeding Business Day. "Distribution Date": the fifteenth (15th) day of each succeeding calendar month following the Effective Date or, if such fifteenth (15th) day is not a Business Day, the next such succeeding Business Day, commencing June 15, 2007. "LIBOR": means for any Calculation Period with respect to each Floating Rate Payer Payment Date, the rate for deposits in U.S. Dollars for a period of one month which appears on the Reuters Telerate Service Page 3750 as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date (or, in the case of the initial Floating Rate Payer Payment Date, two LIBOR Business Days prior to the Closing Date). If the rate does not appear on that date on Telerate Service Page 3750 (or any other page as may replace that page on that service, or if that service is no longer offered, any other service commonly used in the interbank market for displaying LIBOR or comparable rates as may be selected by the CARAT Indenture Trustee after consultation with the Seller), then LIBOR will be the Reference Bank Rate. "LIBOR Business Day": any day other than a Saturday, Sunday or any other day on which banks in London are required or authorized to be closed. "Other Securities": Class A-1a Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, and Class D Notes. "Reference Bank Rate": means for any Calculation Period for any Floating Rate Payer Payment Date, the per annum rate determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which will be four major banks that are engaged in transactions in the London interbank market, selected by the Calculation Agent) as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the principal amount of the Reference Notes then outstanding. The Calculation Agent will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the Calculation Agent, as of 11:00 a.m., New York City time, on that date to leading European banks for United States dollar deposits for a period of one month in A-1 amounts approximately equal to the principal amount of the Reference Notes then outstanding. If no quotation can be obtained, then LIBOR will be the rate for the prior Floating Rate Payer Payment Date. "Reference Note Balance": as of the Effective Date, $100,000,000 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes. "Seller": Capital Auto Receivables, Inc., which has executed the Trust Sale and Administration Agreement as the Seller, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Administration Agreement. "Trust Sale and Administration Agreement": the Trust Sale and Administration Agreement, dated as of the date hereof between the Seller, GMAC LLC, as Trust Administrator, and the Trust, as amended, modified and supplemented from time to time in accordance with its term. A-2 EXHIBIT B "Contingent Party": the Offsetting Counterparty or the Replacement Offsetting Counterparty, as applicable. "DBRS": Dominion Bond Rating Service, Inc. or any successor thereto. "Fallback Swap Transaction": the swap transaction entered into by the Trust and Offsetting Counterparty relating to the Class A-1b Floating Rate Asset Backed Notes. "Fitch": Fitch, Inc., or any successor thereto. "Joint Probability": the S&P Joint Probability. "Offsetting Counterparty" means GMAC LLC or any successor thereto ("GMAC") under the Fallback Swap Transaction entered into between the Trust and GMAC. "Primary Party": the Counterparty, unless a Substitute Swap Provider has been obtained, in which case it shall be the Substitute Swap Provider or, if applicable, a guarantor thereof. "Rating Agency": each of DBRS, S&P and Fitch. "S&P": Standard & Poor's Ratings Services and its successors. "S&P Joint Probability" means the joint probability determined by S&P of the long-term likelihood of payment under the interest rate swap determined by locating the intersection of the Counterparty's long term senior unsecured debt rating and the Contingent Party's long-term senior unsecured debt rating in the following table: IMPLIED JOINT SUPPORT RATING PRIMARY PARTY
CONTINGENT PARTY AAA AA+ AA AA- A+ A A- BBB+ BBB BBB- - ---------- --- --- --- --- --- --- --- ---- ---- ---- AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA+ AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA AAA AAA AAA AAA AAA AAA AAA AA+ AA+ AA+ AA- AAA AAA AAA AA+ AA+ AA+ AA+ AA+ AA+ AA A+ AAA AAA AAA AA+ AA+ AA+ AA+ AA AA AA- A AAA AAA AAA AA+ AA+ AA AA AA- AA- A+ A- AAA AAA AAA AA+ AA+ AA AA- A+ A+ A BBB+ AAA AAA AA+ AA+ AA AA- A+ A A A- BBB AAA AAA AA+ AA+ AA AA- A+ A A- BBB+ BBB- AAA AAA AA+ AA AA- A+ A A- BBB+ BBB
Notwithstanding the foregoing, (i) in the event that the long-term senior unsecured debt rating of either the Primary Party or the Contingent Party is rated below BBB- by S&P, then the S&P Joint Probability shall be the higher of the then current long-term senior unsecured debt rating of the Primary Party and the Contingent Party and (ii) in the event that under the Triparty Agreement the Offsetting Counterparty has acceded to the rights of the Counterparty and no swap transaction has been effected with an additional contingent counterparty or replacement swap counterparty under the circumstances contemplated by Section 2.02 of the Triparty B-1 Agreement, then the term "S&P Joint Probability" shall refer to the Offsetting Counterparty's long-term senior unsecured credit rating assigned by S&P (and, for the avoidance of doubt, the obligations of the Counterparty specified in Section 4 of this Confirmation shall constitute obligations of the Offsetting Counterparty). "Triparty Agreement": the Triparty Contingent Assignment Agreement dated as of the Effective Date among the Trust, the Offsetting Counterparty and the Counterparty. B-2 EX-99.6 8 k15931exv99w6.txt CONFIRMATION OF THE PRIMARY SWAP EXHIBIT NO. 99.6 June 7, 2007 Citibank, N.A. Confirmations Unit 333 West 34th, 2nd Floor New York, NY 10001, USA Tel: (212) 615-8981 Fax: (212) 615-8985 RE: Confirmation of Primary Swap Relating to the Class A-2b Notes Transaction Reference Number: M072618 Dear Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the "Primary Swap") entered into between Citibank, N.A. (the "Counterparty") and Capital Auto Receivables Asset Trust 2007-SN1 (the "Trust") as of the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Primary ISDA Agreement specified below. 1. The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. The parties agree that this transaction is a Transaction under the ISDA Master Agreement of the parties dated as of June 7, 2007. The agreement is comprised of the printed form of such agreement as published by ISDA, as supplemented and modified by a Schedule (the "Primary ISDA Agreement"). This Confirmation constitutes a binding agreement between you and us and will supplement, form a part of, and be subject to the Primary ISDA Agreement described above as amended and supplemented from time to time. The Counterparty and the Trust acknowledge that this Transaction relates to the CARAT 2007-SN1 Class A-2b Floating Rate Asset Backed Notes (the "Notes" or "Reference Notes") issued by the Trust for value pursuant to and subject to the CARAT Indenture. Capitalized terms used and not otherwise defined herein, in the Primary ISDA Agreement or in the Definitions shall have the meanings assigned to them in Exhibit A or Exhibit B hereto, as applicable. All references to "dollars" or to "$" shall be references to amounts in United States Dollars. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Interest Rate Swap. Notional Amount: $480,000,000 with respect to the initial Calculation Period. The Notional Amount with respect to each Calculation Period thereafter shall be equal to the Reference Note Balance as of the close of business on the Distribution Date at the beginning of the relevant Calculation Period (as set forth in the Calculation Statement (defined below) delivered by GMAC to the Counterparty on or prior to the Determination Date relating to such Calculation Period pursuant to Section 3 below). Trade Date: May 31, 2007. Effective Date: June 7, 2007. Termination Date: The earlier of the close of business on (i) October 15, 2009 and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero; subject to adjustment in accordance with Following Business Day Convention. Fixed Amounts: Fixed Rate Payer: The Trust. Fixed Rate Payer Period End Dates: The 15th calendar day of each month, commencing June 15, 2007, to and including the Termination Date, in each case, subject to adjustment in accordance with the Following Business Day Convention. Fixed Rate Payer Payment Date: With respect to each Calculation Period, the day that is one Business Day prior to the first Distribution Date to occur following the last day of such Calculation Period. Fixed Rate: 5.375%. Fixed Rate Day Count Fraction: 30/360. Floating Amounts: Floating Rate Payer: The Counterparty. Floating Rate Payer Period End Dates: Each Fixed Rate Payer Period End Date. Floating Rate Payer Payment Dates: Each Fixed Rate Payer Payment Date. Reset Dates: With respect to each Calculation Period, the first day of such Calculation Period. Floating Rate Option: LIBOR (as defined in Exhibit A hereto). Spread: Plus 3 Basis Points. Floating Rate Day Count Fraction: Actual/360. Compounding: Inapplicable. Business Days for Payment: New York (New York), Detroit (Michigan) and Chicago (Illinois). Calculation Agent: GMAC LLC, as agent for and on behalf of the Trust. Default Rate: For any United States Dollar payments, the rate determined under the option entitled "USD Federal Funds - H.15" plus 1% using daily Reset Dates. The Default Rate will be applied on the basis of Compounding as if the overdue amount were a Notional Amount and using daily Compounding Dates, and interest will accrue and be payable before as well as after judgment. 3. Calculations and Notifications: On or before each Determination Date, the Calculation Agent shall determine the Fixed Amount due to the Counterparty on the next succeeding Fixed Rate Payer Payment Date and the Floating Amount due to the Trust on the next succeeding Floating Rate Payer 2 Payment Date and the Calculation Agent shall notify the Counterparty in writing of both (i) the Floating Rate and (ii) the amount of such payment. In addition, on each Determination Date the Trust shall deliver to the Counterparty (by facsimile with hard copy to follow) a statement (the "Calculation Statement") setting forth with respect to the close of business on the immediately preceding Distribution Date the Reference Note Balance as of such Distribution Date. The Trust will give the Counterparty prompt written notice of any Default under the CARAT Indenture. 4. Credit Downgrade: (A) S&P Downgrade: In the event that the Joint Probability is reduced below AA- in the case of S&P, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. 3 Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. (B) Fitch Downgrade: In the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F1" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "A" (such downgrade, a "FITCH DOWNGRADE"), then, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Downgrade and the Counterparty shall within thirty (30) days of receipt of notice of such reduction, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an Fitch unsecured, unsubordinated debt rating of at least "A" (long-term) and "F1" (short-term), except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (2) enter into a CSA with the Trust mutually acceptable to the Trust and the Counterparty and on terms approved by Fitch at the time such CSA is entered into; or (3) arrange for an entity with a rating assigned by Fitch to the unsecured, unsubordinated debt of at least "F1" (short-term) and "A" (long-term) to provide an unconditional guaranty for its obligations hereunder; or (4) enter into such other credit support arrangements acceptable to Fitch to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the forgoing, in the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F3" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "BBB-", then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Additional Downgrade and the Counterparty shall within thirty (30) 4 days of receipt of notice of such reduction, satisfy the requirements set forth in either sub-paragraph 4(B)(1), (3) or (4) above. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the CARAT 2007-SN1 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default. 5. Account Details: Payments to Fixed Rate Payer: The Bank of New York - New York, NY ABA #021000018 For credit to GLA: 211705 For Final Credit to: 775815 Account of: CARAT 2007-SN1 Attn: Keith Richardson (312) 827-8572 Payments to Floating Rate Payer: Citibank, N.A. ABA: 021000089 Swift: CITIUS33 Account Number: 00167679 6. Limited Recourse: Notwithstanding anything to the contrary contained herein but without limiting the Counterparty's rights under Section 5(a)(i) of the Primary ISDA Agreement, all of the obligations of the Trust shall be payable by the Trust only at the times and to the extent of funds available therefor under the Trust Sale and Administration Agreement and, to the extent such funds are not available or are insufficient for the payment thereof, shall not constitute a claim against the Trust to the extent of such unavailability or insufficiency until such time as, and then to the extent that, the Trust has assets sufficient to pay such prior deficiency. This paragraph shall survive the termination of this Agreement but in all cases shall expire one year and one day after the final payment with respect to all notes and certificates issued by the Trust. 7. Limitation of Liability: It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as CARAT Owner Trustee of the Trust in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, 5 undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. 8. To the extent that a capitalized term in this Transaction is defined by reference to a related definition contained in any CARAT Basic Document, for purposes of this Transaction only, such capitalized term shall be deemed to be amended only if the amendment of the term in a CARAT Basic Document relating to such capitalized term occurs with the prior written consent of the Counterparty. * * * * 6 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact Accepted and confirmed as of the date first written above: CITIBANK, N.A. By: /s/ Frank A. Licciardello --------------------------------- Name: Frank A. Licciardello Title: Authorized Signatory Acknowledged and agreed as of the date first written above: GMAC LLC, solely as Calculation Agent By: /s/ P.M. Surhigh --------------------------------- Name: P.M. Surhigh Title: Director - U.S. & International Funding Group [SIGNATURE PAGE CARAT 2007-SN1 - PRIMARY INTEREST RATE SWAP (CONFIRMATION)] EXHIBIT A The following terms shall have the following meanings in this Confirmation: "Calculation Period": means, with respect to each party hereunder, each period from, and including one Period End Date of that party to, but excluding, the next following Period End Date of that party during the Term of the Swap Transaction, except that the initial Calculation Period for that party will commence on, and include, the Effective Date. "CARAT Indenture": the CARAT Indenture, dated as of the date hereof between the Trust and the CARAT Indenture Trustee, as amended and supplemented from time to time in accordance with its terms. "CARAT Indenture Trustee": Citibank, N.A., not in its individual capacity but solely as trustee under the CARAT Indenture, or any successor trustee under the CARAT Indenture. "Determination Date": the tenth (10th) day of each calendar month, or if such [tenth (10th)] day is not a Business Day, the next succeeding Business Day. "Distribution Date": the fifteenth (15th) day of each succeeding calendar month following the Effective Date or, if such fifteenth (15th) day is not a Business Day, the next such succeeding Business Day, commencing June 15, 2007. "LIBOR": means for any Calculation Period with respect to each Floating Rate Payer Payment Date, the rate for deposits in U.S. Dollars for a period of one month which appears on the Reuters Telerate Service Page 3750 as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date (or, in the case of the initial Floating Rate Payer Payment Date, two LIBOR Business Days prior to the Closing Date). If the rate does not appear on that date on Telerate Service Page 3750 (or any other page as may replace that page on that service, or if that service is no longer offered, any other service commonly used in the interbank market for displaying LIBOR or comparable rates as may be selected by the CARAT Indenture Trustee after consultation with the Seller), then LIBOR will be the Reference Bank Rate. "LIBOR Business Day": any day other than a Saturday, Sunday or any other day on which banks in London are required or authorized to be closed. "Other Securities": Class A-1 Notes, Class A-2a Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes, and Class D Notes. "Reference Bank Rate": means for any Calculation Period for any Floating Rate Payer Payment Date, the per annum rate determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which will be four major banks that are engaged in transactions in the London interbank market, selected by the Calculation Agent) as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the principal amount of the Reference Notes then outstanding. The Calculation Agent will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the Calculation Agent, as of 11:00 a.m., New York City time, on that date to leading European banks for United States dollar deposits for a period of one month in A-1 amounts approximately equal to the principal amount of the Reference Notes then outstanding. If no quotation can be obtained, then LIBOR will be the rate for the prior Floating Rate Payer Payment Date. "Reference Note Balance": as of the Effective Date, $480,000,000 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes. "Seller": Capital Auto Receivables, Inc., which has executed the Trust Sale and Administration Agreement as the Seller, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Administration Agreement. "Trust Sale and Administration Agreement": the Trust Sale and Administration Agreement, dated as of the date hereof between the Seller, GMAC LLC, as Trust Administrator, and the Trust, as amended, modified and supplemented from time to time in accordance with its term. A-2 EXHIBIT B "Contingent Party": the Offsetting Counterparty or the Replacement Offsetting Counterparty, as applicable. "DBRS": Dominion Bond Rating Service, Inc. or any successor thereto. "Fallback Swap Transaction": the swap transaction entered into by the Trust and Offsetting Counterparty relating to the Class A-2b Floating Rate Asset Backed Notes. "Fitch": Fitch, Inc., or any successor thereto. "Joint Probability": the S&P Joint Probability. "Offsetting Counterparty" means GMAC LLC or any successor thereto ("GMAC") under the Fallback Swap Transaction entered into between the Trust and GMAC. "Primary Party": the Counterparty, unless a Substitute Swap Provider has been obtained, in which case it shall be the Substitute Swap Provider or, if applicable, a guarantor thereof. "Rating Agency": each of DBRS, S&P and Fitch. "S&P": Standard & Poor's Ratings Services and its successors. "S&P Joint Probability" means the joint probability determined by S&P of the long-term likelihood of payment under the interest rate swap determined by locating the intersection of the Counterparty's long term senior unsecured debt rating and the Contingent Party's long-term senior unsecured debt rating in the following table: IMPLIED JOINT SUPPORT RATING PRIMARY PARTY
CONTINGENT PARTY AAA AA+ AA AA- A+ A A- BBB+ BBB BBB- - ---------- ---- --- --- --- --- --- --- --- ---- ---- ---- AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA+ AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA AAA AAA AAA AAA AAA AAA AAA AA+ AA+ AA+ AA- AAA AAA AAA AA+ AA+ AA+ AA+ AA+ AA+ AA A+ AAA AAA AAA AA+ AA+ AA+ AA+ AA AA AA- A AAA AAA AAA AA+ AA+ AA AA AA- AA- A+ A- AAA AAA AAA AA+ AA+ AA AA- A+ A+ A BBB+ AAA AAA AA+ AA+ AA AA- A+ A A A- BBB AAA AAA AA+ AA+ AA AA- A+ A A- BBB+ BBB- AAA AAA AA+ AA AA- A+ A A- BBB+ BBB
Notwithstanding the foregoing, (i) in the event that the long-term senior unsecured debt rating of either the Primary Party or the Contingent Party is rated below BBB- by S&P, then the S&P Joint Probability shall be the higher of the then current long-term senior unsecured debt rating of the Primary Party and the Contingent Party and (ii) in the event that under the Triparty Agreement the Offsetting Counterparty has acceded to the rights of the Counterparty and no swap transaction has been effected with an additional contingent counterparty or replacement swap counterparty under the circumstances contemplated by Section 2.02 of the Triparty B-1 Agreement, then the term "S&P Joint Probability" shall refer to the Offsetting Counterparty's long-term senior unsecured credit rating assigned by S&P (and, for the avoidance of doubt, the obligations of the Counterparty specified in Section 4 of this Confirmation shall constitute obligations of the Offsetting Counterparty). "Triparty Agreement": the Triparty Contingent Assignment Agreement dated as of the Effective Date among the Trust, the Offsetting Counterparty and the Counterparty. B-2 EX-99.7 9 k15931exv99w7.txt CONFIRMATION OF THE PRIMARY SWAP Exhibit 99.7 June 7, 2007 Citibank, N.A. Confirmations Unit 333 West 34th, 2nd Floor New York, NY 10001, USA Tel: (212) 615-8981 Fax: (212) 615-8985 RE: Confirmation of Primary Swap Relating to the Class A-3b Notes Transaction Reference Number: M072616 Dear Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the "Primary Swap") entered into between Citibank, N.A. (the "Counterparty") and Capital Auto Receivables Asset Trust 2007-SN1 (the "Trust") as of the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Primary ISDA Agreement specified below. 1. The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. The parties agree that this transaction is a Transaction under the ISDA Master Agreement of the parties dated as of June 7, 2007. The agreement is comprised of the printed form of such agreement as published by ISDA, as supplemented and modified by a Schedule (the "Primary ISDA Agreement"). This Confirmation constitutes a binding agreement between you and us and will supplement, form a part of, and be subject to the Primary ISDA Agreement described above as amended and supplemented from time to time. The Counterparty and the Trust acknowledge that this Transaction relates to the CARAT 2007-SN1 Class A-3b Floating Rate Asset Backed Notes (the "Notes" or "Reference Notes") issued by the Trust for value pursuant to and subject to the CARAT Indenture. Capitalized terms used and not otherwise defined herein, in the Primary ISDA Agreement or in the Definitions shall have the meanings assigned to them in Exhibit A or Exhibit B hereto, as applicable. All references to "dollars" or to "$" shall be references to amounts in United States Dollars. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Interest Rate Swap. Notional Amount: $520,000,000 with respect to the initial Calculation Period. The Notional Amount with respect to each Calculation Period thereafter shall be equal to the Reference Note Balance as of the close of business on the Distribution Date at the beginning of the relevant Calculation Period (as set forth in the Calculation Statement (defined below) delivered by GMAC to the Counterparty on or prior to the Determination Date relating to such Calculation Period pursuant to Section 3 below). Trade Date: May 31, 2007. Effective Date: June 7, 2007. Termination Date: The earlier of the close of business on (i) July 15, 2010 and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero; subject to adjustment in accordance with Following Business Day Convention. Fixed Amounts: Fixed Rate Payer: The Trust. Fixed Rate Payer Period End Dates: The 15th calendar day of each month, commencing June 15, 2007, to and including the Termination Date, in each case, subject to adjustment in accordance with the Following Business Day Convention. Fixed Rate Payer Payment Date: With respect to each Calculation Period, the day that is one Business Day prior to the first Distribution Date to occur following the last day of such Calculation Period. Fixed Rate: 5.341%. Fixed Rate Day Count Fraction: 30/360. Floating Amounts: Floating Rate Payer: The Counterparty. Floating Rate Payer Period End Dates: Each Fixed Rate Payer Period End Date. Floating Rate Payer Payment Dates: Each Fixed Rate Payer Payment Date. Reset Dates: With respect to each Calculation Period, the first day of such Calculation Period. Floating Rate Option: LIBOR (as defined in Exhibit A hereto). Spread: Plus 6 basis points. Floating Rate Day Count Fraction: Actual/360. Compounding: Inapplicable. Business Days for Payment: New York (New York), Detroit (Michigan) and Chicago (Illinois). Calculation Agent: GMAC LLC, as agent for and on behalf of the Trust. Default Rate: For any United States Dollar payments, the rate determined under the option entitled "USD Federal Funds - H.15" plus 1% using daily Reset Dates. The Default Rate will be applied on the basis of Compounding as if the overdue amount were a Notional Amount and using daily Compounding Dates, and interest will accrue and be payable before as well as after judgment. 3. Calculations and Notifications: On or before each Determination Date, the Calculation Agent shall determine the Fixed Amount due to the Counterparty on the next succeeding Fixed Rate Payer Payment Date and the Floating Amount due to the Trust on the next succeeding Floating Rate Payer 2 Payment Date and the Calculation Agent shall notify the Counterparty in writing of both (i) the Floating Rate and (ii) the amount of such payment. In addition, on each Determination Date the Trust shall deliver to the Counterparty (by facsimile with hard copy to follow) a statement (the "Calculation Statement") setting forth with respect to the close of business on the immediately preceding Distribution Date the Reference Note Balance as of such Distribution Date. The Trust will give the Counterparty prompt written notice of any Default under the CARAT Indenture. 4. Credit Downgrade: (A) S&P Downgrade: In the event that the Joint Probability is reduced below AA- in the case of S&P, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. 3 Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. (B) Fitch Downgrade: In the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F1" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "A" (such downgrade, a "FITCH DOWNGRADE"), then, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Downgrade and the Counterparty shall within thirty (30) days of receipt of notice of such reduction, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an Fitch unsecured, unsubordinated debt rating of at least "A" (long-term) and "F1" (short-term), except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (2) enter into a CSA with the Trust mutually acceptable to the Trust and the Counterparty and on terms approved by Fitch at the time such CSA is entered into; or (3) arrange for an entity with a rating assigned by Fitch to the unsecured, unsubordinated debt of at least "F1" (short-term) and "A" (long-term) to provide an unconditional guaranty for its obligations hereunder; or (4) enter into such other credit support arrangements acceptable to Fitch to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the forgoing, in the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F3" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "BBB-", then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Additional Downgrade and the Counterparty shall within thirty (30) 4 days of receipt of notice of such reduction, satisfy the requirements set forth in either sub-paragraph 4(B)(1), (3) or (4) above. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the CARAT 2007-SN1 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default. 5. Account Details: Payments to Fixed Rate Payer: The Bank of New York - New York, NY ABA #021000018 For credit to GLA: 211705 For Final Credit to: 775815 Account of: CARAT 2007-SN1 Attn: Keith Richardson (312) 827-8572 Payments to Floating Rate Payer: Citibank, N.A. ABA: 021000089 Swift: CITIUS33 Account Number: 00167679 6. Limited Recourse: Notwithstanding anything to the contrary contained herein but without limiting the Counterparty's rights under Section 5(a)(i) of the Primary ISDA Agreement, all of the obligations of the Trust shall be payable by the Trust only at the times and to the extent of funds available therefor under the Trust Sale and Administration Agreement and, to the extent such funds are not available or are insufficient for the payment thereof, shall not constitute a claim against the Trust to the extent of such unavailability or insufficiency until such time as, and then to the extent that, the Trust has assets sufficient to pay such prior deficiency. This paragraph shall survive the termination of this Agreement but in all cases shall expire one year and one day after the final payment with respect to all notes and certificates issued by the Trust. 7. Limitation of Liability: It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as CARAT Owner Trustee of the Trust in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, 5 undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. 8. To the extent that a capitalized term in this Transaction is defined by reference to a related definition contained in any CARAT Basic Document, for purposes of this Transaction only, such capitalized term shall be deemed to be amended only if the amendment of the term in a CARAT Basic Document relating to such capitalized term occurs with the prior written consent of the Counterparty. * * * * 6 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact Accepted and confirmed as of the date first written above: CITIBANK, N.A. By: /s/ Frank A. Licciardello --------------------------------- Name: Frank A. Licciardello Title: Authorized Signatory Acknowledged and agreed as of the date first written above: GMAC LLC, solely as Calculation Agent By: /s/ P.M Surhigh --------------------------------- Name: P.M. Surhigh Title: Director - U.S. & International Funding Group [SIGNATURE PAGE CARAT 2007-SN1 - PRIMARY INTEREST RATE SWAP (CONFIRMATION)] EXHIBIT A The following terms shall have the following meanings in this Confirmation: "Calculation Period": means, with respect to each party hereunder, each period from, and including one Period End Date of that party to, but excluding, the next following Period End Date of that party during the Term of the Swap Transaction, except that the initial Calculation Period for that party will commence on, and include, the Effective Date. "CARAT Indenture": the CARAT Indenture, dated as of the date hereof between the Trust and the CARAT Indenture Trustee, as amended and supplemented from time to time in accordance with its terms. "CARAT Indenture Trustee": Citibank, N.A., not in its individual capacity but solely as trustee under the CARAT Indenture, or any successor trustee under the CARAT Indenture. "Determination Date": the tenth (10th) day of each calendar month, or if such [tenth (10th)] day is not a Business Day, the next succeeding Business Day. "Distribution Date": the fifteenth (15th) day of each succeeding calendar month following the Effective Date or, if such fifteenth (15th) day is not a Business Day, the next such succeeding Business Day, commencing June 15, 2007. "LIBOR": means for any Calculation Period with respect to each Floating Rate Payer Payment Date, the rate for deposits in U.S. Dollars for a period of one month which appears on the Reuters Telerate Service Page 3750 as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date (or, in the case of the initial Floating Rate Payer Payment Date, two LIBOR Business Days prior to the Closing Date). If the rate does not appear on that date on Telerate Service Page 3750 (or any other page as may replace that page on that service, or if that service is no longer offered, any other service commonly used in the interbank market for displaying LIBOR or comparable rates as may be selected by the CARAT Indenture Trustee after consultation with the Seller), then LIBOR will be the Reference Bank Rate. "LIBOR Business Day": any day other than a Saturday, Sunday or any other day on which banks in London are required or authorized to be closed. "Other Securities": Class A-1 Notes, Class A-2 Notes, Class A-3a Notes, Class A-4 Notes, Class B Notes, Class C Notes, and Class D Notes. "Reference Bank Rate": means for any Calculation Period for any Floating Rate Payer Payment Date, the per annum rate determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which will be four major banks that are engaged in transactions in the London interbank market, selected by the Calculation Agent) as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the principal amount of the Reference Notes then outstanding. The Calculation Agent will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the Calculation Agent, as of 11:00 a.m., New York City time, on that date to leading European banks for United States dollar deposits for a period of one month in A-1 amounts approximately equal to the principal amount of the Reference Notes then outstanding. If no quotation can be obtained, then LIBOR will be the rate for the prior Floating Rate Payer Payment Date. "Reference Note Balance": as of the Effective Date, $520,000,000 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes. "Seller": Capital Auto Receivables, Inc., which has executed the Trust Sale and Administration Agreement as the Seller, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Administration Agreement. "Trust Sale and Administration Agreement": the Trust Sale and Administration Agreement, dated as of the date hereof between the Seller, GMAC LLC, as Trust Administrator, and the Trust, as amended, modified and supplemented from time to time in accordance with its term. A-2 EXHIBIT B "Contingent Party": the Offsetting Counterparty or the Replacement Offsetting Counterparty, as applicable. "DBRS": Dominion Bond Rating Service, Inc. or any successor thereto. "Fallback Swap Transaction": the swap transaction entered into by the Trust and Offsetting Counterparty relating to the Class A-3b Floating Rate Asset Backed Notes. "Fitch": Fitch, Inc., or any successor thereto. "Joint Probability": the S&P Joint Probability. "Offsetting Counterparty" means GMAC LLC or any successor thereto ("GMAC") under the Fallback Swap Transaction entered into between the Trust and GMAC. "Primary Party": the Counterparty, unless a Substitute Swap Provider has been obtained, in which case it shall be the Substitute Swap Provider or, if applicable, a guarantor thereof. "Rating Agency": each of DBRS, S&P and Fitch. "S&P": Standard & Poor's Ratings Services and its successors. "S&P Joint Probability" means the joint probability determined by S&P of the long-term likelihood of payment under the interest rate swap determined by locating the intersection of the Counterparty's long term senior unsecured debt rating and the Contingent Party's long-term senior unsecured debt rating in the following table: IMPLIED JOINT SUPPORT RATING PRIMARY PARTY
CONTINGENT PARTY AAA AA+ AA AA- A+ A A- BBB+ BBB BBB- - ---------- --- --- --- --- --- --- --- ---- ---- ---- AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA+ AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA AAA AAA AAA AAA AAA AAA AAA AA+ AA+ AA+ AA- AAA AAA AAA AA+ AA+ AA+ AA+ AA+ AA+ AA A+ AAA AAA AAA AA+ AA+ AA+ AA+ AA AA AA- A AAA AAA AAA AA+ AA+ AA AA AA- AA- A+ A- AAA AAA AAA AA+ AA+ AA AA- A+ A+ A BBB+ AAA AAA AA+ AA+ AA AA- A+ A A A- BBB AAA AAA AA+ AA+ AA AA- A+ A A- BBB+ BBB- AAA AAA AA+ AA AA- A+ A A- BBB+ BBB
Notwithstanding the foregoing, (i) in the event that the long-term senior unsecured debt rating of either the Primary Party or the Contingent Party is rated below BBB- by S&P, then the S&P Joint Probability shall be the higher of the then current long-term senior unsecured debt rating of the Primary Party and the Contingent Party and (ii) in the event that under the Triparty Agreement the Offsetting Counterparty has acceded to the rights of the Counterparty and no swap transaction has been effected with an additional contingent counterparty or replacement swap counterparty under the circumstances contemplated by Section 2.02 of the Triparty B-1 Agreement, then the term "S&P Joint Probability" shall refer to the Offsetting Counterparty's long-term senior unsecured credit rating assigned by S&P (and, for the avoidance of doubt, the obligations of the Counterparty specified in Section 4 of this Confirmation shall constitute obligations of the Offsetting Counterparty). "Triparty Agreement": the Triparty Contingent Assignment Agreement dated as of the Effective Date among the Trust, the Offsetting Counterparty and the Counterparty. B-2 EX-99.8 10 k15931exv99w8.txt CONFIRMATION OF THE PRIMARY SWAP EXHIBIT 99.8 June 7, 2007 Citibank, N.A. Confirmations Unit 333 West 34th, 2nd Floor New York, NY 10001, USA Tel: (212) 615-8981 Fax: (212) 615-8985 RE: Confirmation of Primary Swap Relating to the Class A-4 Notes Transaction Reference Number: M072614 Dear Ladies and Gentlemen: The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the "Primary Swap") entered into between Citibank, N.A. (the "Counterparty") and Capital Auto Receivables Asset Trust 2007-SN1 (the "Trust") as of the Trade Date listed below (the "Transaction"). This letter constitutes a "Confirmation" as referred to in the Primary ISDA Agreement specified below. 1. The definitions and provisions contained in the 2000 ISDA Definitions (the "Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. The parties agree that this transaction is a Transaction under the ISDA Master Agreement of the parties dated as of June 7, 2007. The agreement is comprised of the printed form of such agreement as published by ISDA, as supplemented and modified by a Schedule (the "Primary ISDA Agreement"). This Confirmation constitutes a binding agreement between you and us and will supplement, form a part of, and be subject to the Primary ISDA Agreement described above as amended and supplemented from time to time. The Counterparty and the Trust acknowledge that this Transaction relates to the CARAT 2007-SN1 Class A-4 Floating Rate Asset Backed Notes (the "Notes" or "Reference Notes") issued by the Trust for value pursuant to and subject to the CARAT Indenture. Capitalized terms used and not otherwise defined herein, in the Primary ISDA Agreement or in the Definitions shall have the meanings assigned to them in Exhibit A or Exhibit B hereto, as applicable. All references to "dollars" or to "$" shall be references to amounts in United States Dollars. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Type of Transaction: Interest Rate Swap. Notional Amount: $405,007,000 with respect to the initial Calculation Period. The Notional Amount with respect to each Calculation Period thereafter shall be equal to the Reference Note Balance as of the close of business on the Distribution Date at the beginning of the relevant Calculation Period (as set forth in the Calculation Statement (defined below) delivered by GMAC to the Counterparty on or prior to the Determination Date relating to such Calculation Period pursuant to Section 3 below). Trade Date: May 31, 2007. Effective Date: June 7, 2007. Termination Date: The earlier of the close of business on (i) February 15, 2011 and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero; subject to adjustment in accordance with Following Business Day Convention. Fixed Amounts: Fixed Rate Payer: The Trust. Fixed Rate Payer Period End Dates: The 15th calendar day of each month, commencing June 15, 2007, to and including the Termination Date, in each case, subject to adjustment in accordance with the Following Business Day Convention. Fixed Rate Payer Payment Date: With respect to each Calculation Period, the day that is one Business Day prior to the first Distribution Date to occur following the last day of such Calculation Period. Fixed Rate: 5.370%. Fixed Rate Day Count Fraction: 30/360. Floating Amounts: Floating Rate Payer: The Counterparty. Floating Rate Payer Period End Dates: Each Fixed Rate Payer Period End Date. Floating Rate Payer Payment Dates: Each Fixed Rate Payer Payment Date. Reset Dates: With respect to each Calculation Period, the first day of such Calculation Period. Floating Rate Option: LIBOR (as defined in Exhibit A hereto). Spread: Plus 10 basis points. Floating Rate Day Count Fraction: Actual/360. Compounding: Inapplicable. Business Days for Payment: New York (New York), Detroit (Michigan) and Chicago (Illinois). Calculation Agent: GMAC LLC, as agent for and on behalf of the Trust. Default Rate: For any United States Dollar payments, the rate determined under the option entitled "USD Federal Funds - H.15" plus 1% using daily Reset Dates. The Default Rate will be applied on the basis of Compounding as if the overdue amount were a Notional Amount and using daily Compounding Dates, and interest will accrue and be payable before as well as after judgment. 3. Calculations and Notifications: On or before each Determination Date, the Calculation Agent shall determine the Fixed Amount due to the Counterparty on the next succeeding Fixed Rate Payer Payment Date and the Floating Amount due to the Trust on the next succeeding Floating Rate Payer 2 Payment Date and the Calculation Agent shall notify the Counterparty in writing of both (i) the Floating Rate and (ii) the amount of such payment. In addition, on each Determination Date the Trust shall deliver to the Counterparty (by facsimile with hard copy to follow) a statement (the "Calculation Statement") setting forth with respect to the close of business on the immediately preceding Distribution Date the Reference Note Balance as of such Distribution Date. The Trust will give the Counterparty prompt written notice of any Default under the CARAT Indenture. 4. Credit Downgrade: (A) S&P Downgrade: In the event that the Joint Probability is reduced below AA- in the case of S&P, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such event and (unless, within thirty (30) days after such reduction, the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the applicable Joint Probability, either: (1) (x) obtain a substitute swap provider (the "Substitute Swap Provider") acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (y) replace, with the consent of the then-current Offsetting Counterparty, the swap transaction with the then-current Offsetting Counterparty with a swap transaction with a replacement Offsetting Counterparty or enter into a swap transaction with another party such that such party shall be acting as an intermediary between the Counterparty and the then-current Offsetting Counterparty (such replacement or intermediary being the "Replacement Offsetting Counterparty"), in either case on terms approved by the Rating Agencies; or (2) enter into an ISDA Credit Support Annex ("CSA") with the Trust mutually acceptable to the Trust and the Counterparty and, if the Counterparty is required to post collateral pursuant to such CSA, at the time such CSA is entered into, the Counterparty shall request its legal counsel to deliver to each applicable Rating Agency an opinion as to the enforceability thereof; or (3) enter into such other credit support arrangements acceptable to the applicable Rating Agency to assure performance by the Counterparty of its obligations under this Transaction. 3 Notwithstanding the foregoing, in the event that the Joint Probability is reduced below A- in the case of S&P, then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and the Offsetting Counterparty of such event and (unless, within thirty (30) days after such reduction the applicable Rating Agency has reconfirmed the ratings of the Reference Notes and the Other Securities that were in effect immediately prior to such reduction) the Counterparty shall within thirty (30) days of receipt of notice of such reduction, with the prior written confirmation of the applicable Rating Agency that such arrangement will not result in the reduction of the rating of any of the Reference Notes or the Other Securities existing immediately prior to the reduction of the S&P Joint Probability as a direct result of the reduction of such Joint Probability, obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld) provided such replacement would result in an S&P Joint Probability of at least AA-, except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder. (B) Fitch Downgrade: In the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F1" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "A" (such downgrade, a "FITCH DOWNGRADE"), then, the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Downgrade and the Counterparty shall within thirty (30) days of receipt of notice of such reduction, either: (1) (x) obtain a Substitute Swap Provider acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a basis for objection to such Substitute Swap Provider within two (2) Business Days of receipt of notice from the Counterparty, and replace this Transaction with a swap transaction on substantially similar terms or with such other amendments as consented to in writing by the Trust (which consent shall not be unreasonably withheld), provided such replacement would result in an Fitch unsecured, unsubordinated debt rating of at least "A" (long-term) and "F1" (short-term), except that such Substitute Swap Provider shall thenceforth be the "Counterparty" hereunder; or (2) enter into a CSA with the Trust mutually acceptable to the Trust and the Counterparty and on terms approved by Fitch at the time such CSA is entered into; or (3) arrange for an entity with a rating assigned by Fitch to the unsecured, unsubordinated debt of at least "F1" (short-term) and "A" (long-term) to provide an unconditional guaranty for its obligations hereunder; or (4) enter into such other credit support arrangements acceptable to Fitch to assure performance by the Counterparty of its obligations under this Transaction. Notwithstanding the forgoing, in the event that the short-term rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "F3" or the long-term debt rating assigned by Fitch to the unsecured, unsubordinated debt of the Counterparty falls below "BBB-", then the Counterparty shall promptly notify the Trust (and any permitted assignee or transferee of the Trust) and GMAC of such Fitch Additional Downgrade and the Counterparty shall within thirty (30) 4 days of receipt of notice of such reduction, satisfy the requirements set forth in either sub-paragraph 4(B)(1), (3) or (4) above. Upon any replacement of this Transaction with a swap transaction with a Substitute Swap Provider, this Transaction shall terminate without any payment by either party hereto and any and all collateral posted by the Counterparty shall be returned to it within three (3) Business Days and any other form of collateral arrangement (including letters of credit, surety bond or other guarantee) provided by or on behalf of the Counterparty shall terminate. In the event that the Counterparty fails to satisfy its obligations set forth above in this Section 4, the Trust or any permitted assignee or transferee of the Trust shall have the option, exercisable in its discretion and with regard to the interests of the CARAT 2007-SN1 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of receipt of notice of the reduction (unless, within thirty (30) days of receipt of notice of such reduction, the applicable Rating Agency has reconfirmed the rating of the Reference Notes that was in effect immediately prior to such reduction), to designate (in writing) an Early Termination Date on the basis that such failure shall be treated as a Termination Event with the Counterparty as the Affected Party. For the avoidance of doubt, the Counterparty and the Trust acknowledge and agree that any such failure shall not constitute an Event of Default. 5. Account Details: Payments to Fixed Rate Payer: The Bank of New York - New York, NY ABA #021000018 For credit to GLA: 211705 For Final Credit to: 775815 Account of: CARAT 2007-SN1 Attn: Keith Richardson (312) 827-8572 Payments to Floating Rate Payer: Citibank, N.A. ABA: 021000089 Swift: CITIUS33 Account Number: 00167679 6. Limited Recourse: Notwithstanding anything to the contrary contained herein but without limiting the Counterparty's rights under Section 5(a)(i) of the Primary ISDA Agreement, all of the obligations of the Trust shall be payable by the Trust only at the times and to the extent of funds available therefor under the Trust Sale and Administration Agreement and, to the extent such funds are not available or are insufficient for the payment thereof, shall not constitute a claim against the Trust to the extent of such unavailability or insufficiency until such time as, and then to the extent that, the Trust has assets sufficient to pay such prior deficiency. This paragraph shall survive the termination of this Agreement but in all cases shall expire one year and one day after the final payment with respect to all notes and certificates issued by the Trust. 7. Limitation of Liability: It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as CARAT Owner Trustee of the Trust in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, 5 undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. 8. To the extent that a capitalized term in this Transaction is defined by reference to a related definition contained in any CARAT Basic Document, for purposes of this Transaction only, such capitalized term shall be deemed to be amended only if the amendment of the term in a CARAT Basic Document relating to such capitalized term occurs with the prior written consent of the Counterparty. * * * * 6 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact Accepted and confirmed as of the date first written above: CITIBANK, N.A. By: /s/ Frank A. Licciardello -------------------------------- Name: Frank A. Licciardello Title: Authorized Signatory Acknowledged and agreed as of the date first written above: GMAC LLC, solely as Calculation Agent By: /s/ P.M. Surhigh --------------------------------- Name: P.M. Surhigh Title: Director - U.S. & International Funding Group [SIGNATURE PAGE CARAT 2007-SN1 - PRIMARY INTEREST RATE SWAP (CONFIRMATION)] EXHIBIT A The following terms shall have the following meanings in this Confirmation: "Calculation Period": means, with respect to each party hereunder, each period from, and including one Period End Date of that party to, but excluding, the next following Period End Date of that party during the Term of the Swap Transaction, except that the initial Calculation Period for that party will commence on, and include, the Effective Date. "CARAT Indenture": the CARAT Indenture, dated as of the date hereof between the Trust and the CARAT Indenture Trustee, as amended and supplemented from time to time in accordance with its terms. "CARAT Indenture Trustee": Citibank, N.A., not in its individual capacity but solely as trustee under the CARAT Indenture, or any successor trustee under the CARAT Indenture. "Determination Date": the tenth (10th) day of each calendar month, or if such tenth (10th) day is not a Business Day, the next succeeding Business Day. "Distribution Date": the fifteenth (15th) day of each succeeding calendar month following the Effective Date or, if such fifteenth (15th) day is not a Business Day, the next such succeeding Business Day, commencing June 15, 2007. "LIBOR": means for any Calculation Period with respect to each Floating Rate Payer Payment Date, the rate for deposits in U.S. Dollars for a period of one month which appears on the Reuters Telerate Service Page 3750 as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date (or, in the case of the initial Floating Rate Payer Payment Date, two LIBOR Business Days prior to the Closing Date). If the rate does not appear on that date on Telerate Service Page 3750 (or any other page as may replace that page on that service, or if that service is no longer offered, any other service commonly used in the interbank market for displaying LIBOR or comparable rates as may be selected by the CARAT Indenture Trustee after consultation with the Seller), then LIBOR will be the Reference Bank Rate. "LIBOR Business Day": any day other than a Saturday, Sunday or any other day on which banks in London are required or authorized to be closed. "Other Securities": Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes, and Class D Notes. "Reference Bank Rate": means for any Calculation Period for any Floating Rate Payer Payment Date, the per annum rate determined on the basis of the rates at which deposits in U.S. Dollars are offered by the reference banks (which will be four major banks that are engaged in transactions in the London interbank market, selected by the Calculation Agent) as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the first day of the Calculation Period preceding such Floating Rate Payer Payment Date to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the principal amount of the Reference Notes then outstanding. The Calculation Agent will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the Calculation Agent, as of 11:00 a.m., New York City time, on that date to leading European banks for United States dollar deposits for a period of one month in A-1 amounts approximately equal to the principal amount of the Reference Notes then outstanding. If no quotation can be obtained, then LIBOR will be the rate for the prior Floating Rate Payer Payment Date. "Reference Note Balance": as of the Effective Date, $405,007,000 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes. "Seller": Capital Auto Receivables, Inc., which has executed the Trust Sale and Administration Agreement as the Seller, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Administration Agreement. "Trust Sale and Administration Agreement": the Trust Sale and Administration Agreement, dated as of the date hereof between the Seller, GMAC LLC, as Trust Administrator, and the Trust, as amended, modified and supplemented from time to time in accordance with its term. A-2 EXHIBIT B "Contingent Party": the Offsetting Counterparty or the Replacement Offsetting Counterparty, as applicable. "DBRS": Dominion Bond Rating Service, Inc. or any successor thereto. "Fallback Swap Transaction": the swap transaction entered into by the Trust and Offsetting Counterparty relating to the Class A-4 Floating Rate Asset Backed Notes. "Fitch": Fitch, Inc., or any successor thereto. "Joint Probability": the S&P Joint Probability. "Offsetting Counterparty" means GMAC LLC or any successor thereto ("GMAC") under the Fallback Swap Transaction entered into between the Trust and GMAC. "Primary Party": the Counterparty, unless a Substitute Swap Provider has been obtained, in which case it shall be the Substitute Swap Provider or, if applicable, a guarantor thereof. "Rating Agency": each of DBRS, S&P and Fitch. "S&P": Standard & Poor's Ratings Services and its successors. "S&P Joint Probability" means the joint probability determined by S&P of the long-term likelihood of payment under the interest rate swap determined by locating the intersection of the Counterparty's long term senior unsecured debt rating and the Contingent Party's long-term senior unsecured debt rating in the following table: IMPLIED JOINT SUPPORT RATING PRIMARY PARTY
CONTINGENT PARTY AAA AA+ AA AA- A+ A A- BBB+ BBB BBB- - ---------- --- --- --- --- --- --- --- ---- ---- ---- AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA+ AAA AAA AAA AAA AAA AAA AAA AAA AAA AAA AA AAA AAA AAA AAA AAA AAA AAA AA+ AA+ AA+ AA- AAA AAA AAA AA+ AA+ AA+ AA+ AA+ AA+ AA A+ AAA AAA AAA AA+ AA+ AA+ AA+ AA AA AA- A AAA AAA AAA AA+ AA+ AA AA AA- AA- A+ A- AAA AAA AAA AA+ AA+ AA AA- A+ A+ A BBB+ AAA AAA AA+ AA+ AA AA- A+ A A A- BBB AAA AAA AA+ AA+ AA AA- A+ A A- BBB+ BBB- AAA AAA AA+ AA AA- A+ A A- BBB+ BBB
Notwithstanding the foregoing, (i) in the event that the long-term senior unsecured debt rating of either the Primary Party or the Contingent Party is rated below BBB- by S&P, then the S&P Joint Probability shall be the higher of the then current long-term senior unsecured debt rating of the Primary Party and the Contingent Party and (ii) in the event that under the Triparty Agreement the Offsetting Counterparty has acceded to the rights of the Counterparty and no swap transaction has been effected with an additional contingent counterparty or replacement swap counterparty under the circumstances contemplated by Section 2.02 of the Triparty B-1 Agreement, then the term "S&P Joint Probability" shall refer to the Offsetting Counterparty's long-term senior unsecured credit rating assigned by S&P (and, for the avoidance of doubt, the obligations of the Counterparty specified in Section 4 of this Confirmation shall constitute obligations of the Offsetting Counterparty). "Triparty Agreement": the Triparty Contingent Assignment Agreement dated as of the Effective Date among the Trust, the Offsetting Counterparty and the Counterparty. B-2 EX-99.9 11 k15931exv99w9.txt SWAP COUNTERPARTY RIGHTS AGREEMENT EXHIBIT 99.9 ================================================================================ SWAP COUNTERPARTY RIGHTS AGREEMENT AMONG CITIBANK, N.A., AS SWAP COUNTERPARTY CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 GMAC LLC, AS SERVICER AND TRUST ADMINISTRATOR CAPITAL AUTO RECEIVABLES LLC, CENTRAL ORIGINATING LEASE TRUST, THE BANK OF NEW YORK TRUST COMPANY N.A., AS INDENTURE TRUSTEE AND DEUTSCHE BANK TRUST COMPANY DELAWARE, AS OWNER TRUSTEE DATED AS OF June 7, 2007 ================================================================================ TABLE OF CONTENTS ARTICLE I DEFINITIONS...................................................... 1 Section 1.01 Definitions................................................ 1 ARTICLE II LIMITATIONS ON CARAT'S OR COLT'S CONSOLIDATION, MERGER OR SALE OF ASSETS; LIMITATIONS ON PAYMENT TO NOTEHOLDERS OR CERTIFICATE HOLDERS......................................................... 1 Section 2.01 Consolidation or Merger; Sale or Disposition of Assets or Property................................................... 1 Section 2.02 Payment to Noteholders or Certificateholders............... 2 ARTICLE III AMENDMENTS TO TRANSACTION DOCUMENTS............................ 2 Section 3.01 Amendments to Trust Sale and Administration Agreement...... 2 Section 3.02 Amendments to Trust Agreement.............................. 3 Section 3.03 Amendments to COLT Custodian Agreement..................... 3 Section 3.04 CARAT Supplemental Indentures Without Consent of Primary Swap Counterparty.......................................... 3 Section 3.05 COLT Supplemental Indentures Without Consent of Primary Swap Counterparty.......................................... 3 Section 3.06 Amendments to COLT Servicing Agreement..................... 3 Section 3.07 Amendments to COLT Sale and Contribution Agreement......... 3 Section 3.08 Amendments to Declaration of Trust......................... 4 ARTICLE IV DELIVERY OF NOTICES AND REPORTS................................. 4 Section 4.01 Notices of Replacement of Indenture Trustee................ 4 Section 4.02 Notices of Events of Default, Enforcement and Termination................................................ 4 Section 4.03 Notices of Amendment of the COLT Custodian Agreement....... 6 Section 4.04 Notices of CARAT Supplemental Indentures................... 6 Section 4.05 Notices of COLT Supplemental Indentures................... 6 Section 4.06 Notices of Amendment of Trust Agreement.................... 6 Section 4.07 Notices of Amendment to Declaration of Trust............... 6 Section 4.08 Notices of Amendment of the Trust Sale and Administration Agreement.................................................. 7 Section 4.09 Notices of Amendment of the COLT Servicing Agreement....... 7 Section 4.10 Notices of Amendment of the COLT Sale and Contribution Agreement.................................................. 7 Section 4.11 Notices of Release of Property............................. 7 Section 4.12 Notices of Release of Property............................. 7 Section 4.13 Notices of Release of Collateral........................... 7 Section 4.14 Notices of Release of COLT 2007-SN1 Trust Estate........... 7 Section 4.15 Notices of Assignment of the Trust Sale and Administration Agreement................................... 7 Section 4.16 Notice of Optional Purchase of All COLT 2007-SN1 Secured Notes...................................................... 7 Section 4.17 Notice of Redemption of the CARAT 2007-SN1 Notes........... 7 Section 4.18 Notices Generally.......................................... 7 Section 4.19 Delivery of Reports........................................ 8

i ARTICLE V MISCELLANEOUS.................................................... 8 Section 5.01 Notices.................................................... 8 Section 5.02 GOVERNING LAW.............................................. 8 Section 5.03 Binding Effect............................................. 9 Section 5.04 Replacement of the Swap Counterparty....................... 9 Section 5.05 Rights Under Other CARAT Basic Documents................... 9 Section 5.06 Severability of Provisions................................. 9 Section 5.07 Assignment................................................. 9 Section 5.08 Amendments................................................. 9 Section 5.09 Headings................................................... 9 Section 5.10 Counterparts............................................... 9 Section 5.11 Limitation of Liability.................................... 9 Section 5.12 Termination................................................ 10

ii THIS SWAP COUNTERPARTY RIGHTS AGREEMENT, dated as of June 7, 2007 (this "Agreement"), is among CITIBANK, N.A., as Swap Counterparty (the "Primary Swap Counterparty"), CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, a Delaware statutory trust ("CARAT"), GMAC LLC, a Delaware limited liability company, as Servicer and Trust Administrator ("GMAC"), CAPITAL AUTO RECEIVABLES LLC., a Delaware limited liability company ("CARI"), CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as CARAT Indenture Trustee and COLT Indenture Trustee (the "Indenture Trustee"), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as CARAT Owner Trustee and COLT Owner Trustee (the "Owner Trustee"). WHEREAS, as of the date hereof, CARAT has entered into the Interest Rate Swap with the Primary Swap Counterparty; WHEREAS, the parties intend in this Agreement to enumerate certain rights of the Primary Swap Counterparty. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Capitalized terms used and not otherwise defined in this Agreement are defined in and shall have the respective meanings assigned them in Part I of Appendix A to the Trust Sale and Administration Agreement dated as of the date hereof, among GMAC, CARI, and CARAT, as it may be amended, supplemented or modified from time to time (the "Trust Sale and Administration Agreement") and if not defined therein, then in Part I of Exhibit A to the COLT 2007-SN1 Servicing Agreement dated as of the date hereof, among GMAC, COLT Indenture Trustee and COLT, as it may be amended, supplemented or modified from time to time (the "COLT Servicing Agreement"). All references herein to Articles and Sections are to Articles or Sections of other CARAT Basic Documents or COLT 2007-SN1 Basic Documents unless otherwise specified. The rules of construction set forth in Part II of Appendix A to the Trust Sale and Administration Agreement and in Part II of Exhibit A to the COLT Servicing Agreement shall be applicable to this Agreement. ARTICLE II LIMITATIONS ON CARAT'S OR COLT'S CONSOLIDATION, MERGER OR SALE OF ASSETS; LIMITATIONS ON PAYMENT TO NOTEHOLDERS OR CERTIFICATE HOLDERS Section 2.01 Consolidation or Merger; Sale or Disposition of Assets or Property (a) CARAT shall not consolidate or merge with or into any other Person, unless CARAT shall have delivered to the Indenture Trustee and the Primary Swap Counterparty an Officer's Certificate and an Opinion of Counsel addressed to CARAT, each stating that such consolidation or merger and related supplemental indenture shall have no material adverse tax consequence to the Primary Swap Counterparty. (b) Except as otherwise expressly permitted by the COLT Indenture or the other COLT 2007-SN1 Basic Documents, COLT shall not consolidate or merge with or into any other Person, unless COLT shall have delivered to the Indenture Trustee and the Primary Swap Counterparty an Officer's Certificate and an Opinion of Counsel addressed to COLT, each stating that such consolidation or merger and related supplemental indenture shall have no material adverse tax consequence to the Primary Swap Counterparty. (c) Except as otherwise expressly permitted by the CARAT Indenture or the other CARAT Basic Documents, CARAT shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the CARAT Trust Estate, to any Person, unless CARAT shall have delivered to the Indenture Trustee and the Primary Swap Counterparty an Officer's Certificate and an Opinion of Counsel addressed to CARAT, each stating that such sale, conveyance, exchange, transfer or disposition and related supplemental indenture shall have no material adverse tax consequence to the Primary Swap Counterparty. (d) Except as otherwise expressly permitted by the COLT Indenture or the other COLT 2007-SN1 Basic Documents, COLT shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the COLT 2007-SN1 Trust Estate, to any Person, unless COLT shall have delivered to the Indenture Trustee and the Primary Swap Counterparty an Officer's Certificate and an Opinion of Counsel addressed to COLT, each stating that such sale, conveyance, exchange, transfer or disposition and related supplemental indenture shall have no material adverse tax consequence to the Primary Swap Counterparty. Section 2.02 Payment to Noteholders or Certificateholders. At any time that CARAT, the CARAT Indenture Trustee or any other Person under any CARAT Basic Document shall make any payment or distribution to any CARAT 2007-SN1 Noteholder or CARAT 2007-SN1 Certificateholder out of the funds in the CARAT Collection Account or out of funds realized upon any sale or liquidation (in whole or in part) of the Collateral pursuant to Article V of the CARAT Indenture, such payment (an "Investor Payment") shall not be made unless the Primary Swap Counterparty has received any and all payments that it is entitled to receive pursuant to Sections 4.05(b) and 8.01(b) of the Trust Sale and Administration Agreement (or funds have been set aside for the purpose of making such payments) in priority to such Investor Payment or on a parity with such Investor Payment pursuant to the terms of such provisions. ARTICLE III AMENDMENTS TO TRANSACTION DOCUMENTS Section 3.01 Amendments to Trust Sale and Administration Agreement. The Trust Sale and Administration Agreement may be amended, modified or supplemented from time to time by CARI, GMAC and the Owner Trustee in the manner specified by Section 9.01(a) of the Trust Sale and Administration Agreement; provided, however, that no such amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) the amendment, 2 modification or supplement will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. Section 3.02 Amendments to Trust Agreement. The Owner Trustee shall furnish notice to the Primary Swap Counterparty and to each of the Rating Agencies prior to obtaining consent to any proposed amendment, modification or supplement under Section 8.1 of the Trust Agreement; provided, however, that no amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) the amendment, modification or supplement will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. Section 3.03 Amendments to COLT Custodian Agreement. The COLT Custodian Agreement may be amended, modified or supplemented pursuant to Section 9(b) thereof; provided, however, that no such amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) such amendment, modification or supplement will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. Section 3.04 CARAT Supplemental Indentures Without Consent of Primary Swap Counterparty. No supplemental indenture shall be entered into under Section 9.1 of the CARAT Indenture unless either (A) the Primary Swap Counterparty consents in writing to such supplemental indenture or (B) such supplemental indenture will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. Section 3.05 COLT Supplemental Indentures Without Consent of Primary Swap Counterparty. No supplemental indenture shall be entered into under Section 9.1 of the COLT Indenture unless either (A) the Primary Swap Counterparty consents in writing to such supplemental indenture or (B) such supplemental indenture will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. Section 3.06 Amendments to COLT Servicing Agreement. The COLT Servicing Agreement may be amended, modified or supplemented pursuant to Section 7.01(a) thereof; provided, however, that no such amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) such amendment, modification or supplement will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. Section 3.07 Amendments to COLT Sale and Contribution Agreement. The COLT Sale and Contribution Agreement may be amended, modified or supplemented pursuant to Section 6.01(a) thereof; provided, however, that no such amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) such amendment, modification or supplement will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. 3 Section 3.08 Amendments to Declaration of Trust. The Owner Trustee shall furnish notice to the Primary Swap Counterparty and to each of the Rating Agencies prior to obtaining consent to any proposed amendment, modification or supplement under Section 8.4 of the Declaration of Trust or under Section 11.1(b) of COLT 2007-SN1 Supplement to the Declaration of Trust; provided, however, that no amendment, modification or supplement shall be made unless either (A) the Primary Swap Counterparty consents in writing to such amendment, modification or supplement or (B) the amendment, modification or supplement will, as evidenced by an Opinion of Counsel, have no material adverse effect on the interests of the Primary Swap Counterparty. ARTICLE IV DELIVERY OF NOTICES AND REPORTS Section 4.01 Notices of Replacement of Indenture Trustee. (a) The CARAT Indenture Trustee shall provide the Primary Swap Counterparty with a copy of any notice of its intent to resign delivered pursuant to Section 6.8(a) of the CARAT Indenture. (b) The COLT Indenture Trustee shall provide the Primary Swap Counterparty with a copy of any notice of its intent to resign delivered pursuant to Section 6.8(a) of the COLT Indenture. (c) A successor CARAT Indenture Trustee shall deliver to the Primary Swap Counterparty a copy of any acceptance under Section 6.8(c) of the CARAT Indenture. (d) A successor COLT Indenture Trustee shall deliver to the Primary Swap Counterparty a copy of any acceptance under Section 6.8(c) of the COLT Indenture. Section 4.02 Notices of Events of Default, Enforcement and Termination. (a) The Paying Agent for the CARAT 2007-SN1 Notes shall give the Primary Swap Counterparty notice of any default by CARAT (or any other obligor upon the CARAT 2007-SN1 Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the CARAT 2007-SN1 Notes. (b) CARAT shall deliver to the Primary Swap Counterparty a copy of any notice it shall deliver pursuant to Section 3.7(d) of the CARAT Indenture in respect of the occurrence of a Trust Administrator Default under the Trust Sale and Administration Agreement. (c) COLT shall deliver to the Primary Swap Counterparty a copy of any notice it shall deliver pursuant to Section 3.7(d) of the COLT Indenture in respect of the occurrence of a Servicer Default under the COLT Servicing Agreement. (d) CARAT shall give the Primary Swap Counterparty prompt written notice of each CARAT Event of Default under the CARAT Indenture, each Trust Administrator Default, each default on the part of CARI of its obligations under the Trust Sale and Administration Agreement and each default on the part of GMAC of its obligations under the Pooling and Administration Agreement. 4 (e) COLT shall give the Primary Swap Counterparty prompt written notice of each Event of Default under the COLT Indenture, each Servicer Default under the COLT Servicing Agreement and each default on the part of GMAC of its obligations under the COLT Sale and Contribution Agreement. (f) CARAT shall deliver to the Primary Swap Counterparty, within five Business Days after learning of the occurrence thereof, a copy of the written notice in the form of an Officer's Certificate delivered to the CARAT Indenture Trustee, of any event which with the giving of notice and the lapse of time would become a CARAT Event of Default under Section 5.1(c) of the CARAT Indenture, its status and what action CARAT is taking or proposes to take with respect thereto. (g) COLT shall deliver to the Primary Swap Counterparty, within five Business Days after learning of the occurrence thereof, a copy of the written notice in the form of an Officer's Certificate delivered to the COLT Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(c) of the COLT Indenture, its status and what action COLT is taking or proposes to take with respect thereto. (h) If a CARAT Event of Default should occur and be continuing under the CARAT Indenture, and the CARAT Indenture Trustee or the requisite percentage of the Holders of the CARAT 2007-SN1 Notes declare all of the notes immediately due and payable pursuant to Section 5.2(a) of the CARAT Indenture, then the CARAT Indenture Trustee shall give prompt written notice thereof to the Primary Swap Counterparty. (i) If an Event of Default should occur and be continuing under the COLT Indenture, and the COLT Indenture Trustee or the requisite percentage of the Holders of the COLT 2007-SN1 Secured Notes declare all of the notes immediately due and payable pursuant to Section 5.2(a) of the COLT Indenture, then the COLT Indenture Trustee shall give prompt written notice thereof to the Primary Swap Counterparty. (j) The CARAT Indenture Trustee shall promptly give to the Primary Swap Counterparty written notice of any waiver pursuant to Section 5.12 of the CARAT Indenture. (k) The COLT Indenture Trustee shall promptly give to the Primary Swap Counterparty written notice of any waiver pursuant to Section 5.12 of the COLT Indenture. (l) The CARAT Indenture Trustee shall promptly provide to the Primary Swap Counterparty written notice of each request for action that is made and direction received pursuant to Section 5.16 of the CARAT Indenture, with respect to the exercise of the CARAT Indenture Trustee's powers to compel performance or enforce the obligations of the parties under the CARAT Basic Documents. (m) The COLT Indenture Trustee shall promptly provide to the Primary Swap Counterparty written notice of each request for action that is made and direction received pursuant to Section 5.16 of the COLT Indenture, with respect to the exercise of the COLT Indenture Trustee's powers to compel performance or enforce the obligations of the parties under the COLT 2007-SN1 Basic Document. 5 (n) The CARAT Indenture Trustee shall mail to the Primary Swap Counterparty any notice of Default which the CARAT Indenture Trustee mails to CARAT 2007-SN1 Noteholders pursuant to Section 6.5 of the CARAT Indenture. (o) The COLT Indenture Trustee shall mail to the Primary Swap Counterparty any notice of Default which the COLT Indenture Trustee mails to COLT 2007-SN1 Secured Noteholders pursuant to Section 6.5 of the COLT Indenture. (p) The Trust Administrator shall deliver to the Primary Swap Counterparty promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Trust Administrator Default under Section 7.01 of the Trust Sale and Administration Agreement. (q) The Servicer shall deliver to the Primary Swap Counterparty promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 5.01 of the COLT Servicing Agreement. (r) Notice of any termination of trust, with respect to either CARAT or COLT, shall be given by the Trust Administrator to the Primary Swap Counterparty as soon as practicable after the Trust Administrator has received notice thereof. Section 4.03 Notices of Amendment of the COLT Custodian Agreement. Promptly after the execution of an amendment to, or consent under, the COLT Custodian Agreement, the Custodian shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. Section 4.04 Notices of CARAT Supplemental Indentures. Promptly after the execution of an indenture supplemental to, or consent under, the CARAT Indenture, the CARAT Indenture Trustee shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. Section 4.05 Notices of COLT Supplemental Indentures. Promptly after the execution of an indenture supplemental to, or consent under, the COLT Indenture, the COLT Indenture Trustee shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. Section 4.06 Notices of Amendment of Trust Agreement. Promptly after the execution of an amendment to, or consent under, the Trust Agreement, the CARAT Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. Section 4.07 Notices of Amendment to Declaration of Trust. Promptly after the execution of an amendment to, or consent under, the Declaration of Trust or the COLT 2007-SN1 Supplement to the Declaration of Trust, the COLT Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. 6 Section 4.08 Notices of Amendment of the Trust Sale and Administration Agreement. Promptly after the execution of an amendment to, or consent under, the Trust Sale and Administration Agreement, CARAT shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. Section 4.09 Notices of Amendment of the COLT Servicing Agreement. Promptly after the execution of an amendment to, or consent under, the COLT Servicing Agreement, COLT shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. Section 4.10 Notices of Amendment of the COLT Sale and Contribution Agreement. Promptly after the execution of an amendment to, or consent under, the COLT Sale and Contribution Agreement, COLT shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty. Section 4.11 Notices of Release of Property. The CARAT Indenture Trustee shall provide copies to the Primary Swap Counterparty of all of the documents received by it pursuant to Section 8.4(b) of the CARAT Indenture. Section 4.12 Notices of Release of Property. The COLT Indenture Trustee shall provide copies to the Primary Swap Counterparty of all of the documents received by it pursuant to Section 8.4(b) of the COLT Indenture. Section 4.13 Notices of Release of Collateral. The CARAT Indenture Trustee shall provide copies to the Primary Swap Counterparty of any document received by it pursuant to Section 2.9 of the CARAT Indenture with respect to the release of Collateral. Section 4.14 Notices of Release of COLT 2007-SN1 Trust Estate. The COLT Indenture Trustee shall provide copies to the Primary Swap Counterparty of any document received by it pursuant to Section 2.8 of the COLT Indenture with respect to the release of COLT 2007-SN1 Trust Estate. Section 4.15 Notices of Assignment of the Trust Sale and Administration Agreement. CARI shall provide to the Primary Swap Counterparty notice of any assignment of the Trust Sale and Administration Agreement made pursuant to Section 9.06 thereof. Section 4.16 Notice of Optional Purchase of All COLT 2007-SN1 Secured Notes. The Servicer shall provide to the Primary Swap Counterparty notice of its optional to purchase all of the COLT 2007-SN1 Secured Notes made pursuant to Section 8.01 of the Trust Sale and Administration Agreement. Section 4.17 Notice of Redemption of the CARAT 2007-SN1 Notes. The Trust Administrator shall provide to the Primary Swap Counterparty notice of redemption of the CARAT 2007-SN1 Notes made pursuant to Section 10.1 of the CARAT Indenture. Section 4.18 Notices Generally. Each of CARAT and COLT shall promptly transmit any notice received by it from any CARAT 2007-SN1 Noteholder or any COLT 2007-SN1 Secured Noteholder to the Primary Swap Counterparty. Each of the CARAT Indenture Trustee 7 and COLT Indenture Trustee shall likewise promptly transmit any notice received by it from each such noteholder to the Primary Swap Counterparty. Section 4.19 Delivery of Reports. A copy of any report received by the CARAT Indenture Trustee pursuant to Section 7.4 of the CARAT Indenture shall, at the time it has been made available to CARAT 2007-SN1 Noteholders, be made available by the CARAT Indenture Trustee to the Primary Swap Counterparty. (a) The Trust Administrator shall deliver to the Primary Swap Counterparty a copy of the Report of Assessment of Compliance with Servicing Criteria required by Section 4.02(a) of the Trust Sale and Administration Agreement. (b) The Servicer shall deliver to the Primary Swap Counterparty a copy of the Report of Assessment of Compliance with Servicing Criteria required by Section 2.17(a) of the COLT Servicing Agreement. (c) CARAT shall deliver to the Primary Swap Counterparty a copy of the Annual Statement of Compliance required by Section 3.9 of the CARAT Indenture. (d) COLT shall deliver to the Primary Swap Counterparty a copy of the Annual Statement of Compliance required by Section 3.9 of the COLT Indenture. (e) On each Determination Date, the Trust Administrator shall deliver to the Primary Swap Counterparty a copy of the Trust Administrator's Accounting required by Section 3.06 of the Pooling and Administration Agreement. (f) The Trust Administrator shall deliver to the Primary Swap Counterparty, promptly after the execution and delivery of the Trust Sale and Administration Agreement and of each amendment thereto, an Opinion of Counsel as required in Section 9.02 (j) thereof. ARTICLE V MISCELLANEOUS Section 5.01 Notices. All demands upon, notices to and communications with the Primary Swap Counterparty required hereunder shall be delivered in the manner specified for notices in the Interest Rate Swap, and all other demands upon, notices to and communications upon or to the other parties hereto shall be delivered as specified in Appendix B of the Trust Sale and Administration Agreement or in Part III of Exhibit A to the COLT Servicing Agreement. Section 5.02 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS BUT WITHOUT PREJUDICE TO THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF ITS GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 8 Section 5.03 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of all of the parties hereto and their respective successors and assigns, including CARAT and COLT. Section 5.04 Replacement of the Swap Counterparty. In the event that the Primary Swap Counterparty resigns, is removed or otherwise replaced as Primary Swap Counterparty pursuant to the terms of the Interest Rate Swaps, the Triparty Contingent Assignment Agreement or the Contingent Interest Rate Swaps, its assignee or successor in interest thereunder shall automatically succeed to the interests of the Primary Swap Counterparty under this Agreement. Section 5.05 Rights Under Other CARAT Basic Documents. For the avoidance of doubt, no provision in this Agreement shall in any way waive or impair any right afforded to the Primary Swap Counterparty under any Interest Rate Swap or any other CARAT Basic Document. Section 5.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 5.07 Assignment. This Agreement may not be assigned by the Primary Swap Counterparty without the prior written consent of each of the other parties hereto, except as provided in Section 5.04 hereof. Section 5.08 Amendments. No change or amendment to this Agreement will be effective unless in writing and signed by all of the parties to this Agreement. Section 5.09 Headings. The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 5.10 Counterparts. This Agreement may be executed by the parties in separate counterparts (including by facsimile transmission), each of which when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same instrument. Section 5.11 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of CARAT and COLT, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of CARAT or COLT or the Owner Trustee is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the CARAT or COLT, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank Trust Company Delaware, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Deutsche Bank Trust Company Delaware 9 be personally liable for the payment of any indebtedness or expenses of CARAT or COLT or the Owner Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by CARAT or COLT under this Agreement or the other CARAT Basic Documents or COLT 2007-SN1 Basic Documents. For all purposes of this Agreement, in the performance of any duties or obligations of CARAT or COLT or the Owner Trustee hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of the terms and provisions of, the Trust Agreement. Section 5.12 Termination. This Agreement shall terminate with respect to the Interest Rate Swaps upon termination of the last Interest Rate Swap. * * * * 10 IN WITNESS WHEREOF, the parties hereto have caused this Swap Counterparty Rights Agreement to be duly executed by their respective officers, thereunto duly authorized, all as of the day and year first above written. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee By: /s/ Irene Siegel ------------------------------------ Name: Irene Siegel Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee and CARAT Owner Trustee By: /s/ Irene Siegel ------------------------------------ Name: Irene Siegel Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact CITIBANK, N.A., as Swap Counterparty By: /s/ William J. Kloehn ------------------------------------ Name: William J. Kloehn Title: Managing Director CARAT 2007-SN1 - Swap Counterparty Rights Agreement THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity, but solely as COLT Indenture Trustee and CARAT Indenture Trustee By: /s/ Keith Richardson ------------------------------------ Name: Keith Richardson Title: Vice President GMAC LLC By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization CAPITAL AUTO RECEIVABLES LLC By: /s/ P.M. Surhigh ------------------------------------ Name: P.M. Surhigh Title: Vice President CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact EX-99.10 12 k15931exv99w10.txt TRIPARTY CONTINGENT ASSIGNMENT AGREEMENT EXHIBIT 99.10 TRIPARTY CONTINGENT ASSIGNMENT AGREEMENT dated as of June 7, 2007 (the "Agreement"), among Capital Auto Receivables Asset Trust 2007-SN1 (the "Trust"), GMAC LLC ("GMAC"), and Citibank, N.A. ("Primary Swap Counterparty"). WHEREAS, the Trust and the Primary Swap Counterparty have entered into the Primary Swap Agreement (hereinafter defined); WHEREAS, GMAC and the Primary Swap Counterparty have entered into the Back-to-Back Swap Agreement (hereinafter defined); NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01 The following terms shall have the meanings set forth below: "Additional Contingent Counterparty" means a Person with the Requisite Rating entering into an agreement substantially similar to this Agreement pursuant to Section 2.02 hereof. "Assignment Currency" means United States Dollars. "Assignment Currency Equivalent" has the same meaning as the term "Termination Currency Equivalent" as defined in the Primary Swap Agreement. "Assignment Date" means the date upon which GMAC receives notice from the Trust of the occurrence of a Designated Event, or if such date is not a Business Day, the next succeeding Business Day. "Back-to-Back Swap Agreement" means the ISDA Interest Rate and Currency Exchange Agreement (including the Schedule thereto), dated as of November 1, 1988, and as may be amended, modified and supplemented from time to time, between GMAC and the Primary Swap Counterparty, and each Back-to-Back Confirmation. "Back-to-Back Confirmation" means each of the Confirmations evidencing the terms of an interest rate swap relating to each of the Class A-1b Notes, the Class A-2b Notes, the Class A-3b Notes and the Class A-4 Notes between GMAC and the Primary Swap Counterparty, in effect on the Closing Date, which has been or will be entered into pursuant to the Back-to-Back Swap Agreement. "Back-to-Back Swap Transaction" means each transaction described in a Back-to-Back Confirmation. "Closing Date" means June 7, 2007. "DBRS" means DBRS, Inc. "Delinquent Payments" means any payments owed to the Trust as a result of liabilities, obligations and duties of the Primary Swap Counterparty pursuant to the Primary Swap Agreement accruing prior to the Assignment Date that have not been made by the Primary Swap Counterparty. A "Designated Event" shall occur (a) if one or more Events of Default occurs under the Primary Swap Agreement with the Primary Swap Counterparty as the Defaulting Party and the Trust notifies the Primary Swap Counterparty that it is declaring a Designated Event to have occurred, (b) upon the occurrence of any applicable Termination Event under the Primary Swap Agreement in which the Primary Swap Counterparty is an Affected Party, if no transfer is effected under Section 6(b)(ii) of the Primary Swap Agreement with respect to such event and an assignment pursuant to Section 2.01 hereof would not result in the occurrence of an independent Termination Event under the resulting Fallback Swap Agreement, (c) upon the occurrence of a "Credit Downgrade" as described in any Primary Confirmation, if no appropriate arrangements pursuant to such Primary Confirmation's credit downgrade provisions are made within thirty (30) days of receipt of notice of such reduction (unless, within such thirty (30) day period, each applicable Rating Agency has reconfirmed the rating of the CARAT 2007-SN1 Notes that was in effect immediately prior to such reduction with respect to such "Credit Downgrade" event) if, upon the expiration of such thirty (30) day period, GMAC: (i) is rated at least "AA-" by S&P, "AA(low)" by DBRS and "AA-" by Fitch; or (ii) with the posting of collateral or provision of other appropriate credit support, is rated at least "A-" by S&P, "A(low)" by DBRS and "A-" by Fitch, or (d) if the Trust receives a notice from the Primary Swap Counterparty pursuant to the provisions of Section 2.04 herein. "Fallback Swap Agreement" means the ISDA Master Agreement (including the Schedule thereto), dated as the date hereof, between GMAC and the Trust, and each Fallback Confirmation. "Fallback Confirmation" means each of the Confirmations between GMAC and the Trust, documented under the Fallback Swap Agreement relating to each of the Class A-1b Notes, the Class A-2b Notes, the Class A-3b Notes and the Class A-4 Notes, evidencing the terms of an interest rate swap, assigned to GMAC by the Primary Swap Counterparty in accordance with Section 2.01 hereof following the occurrence of a Designated Event. "Fallback Swap Transaction" means each transaction resulting from the assignment of a transaction under the Primary Swap Agreement upon the occurrence of a Designated Event, the terms of which are set forth in a Fallback Confirmation. "Fitch" means Fitch, Inc. and any successor. "Joint Probability" has the meaning given in the Primary Confirmation. "Person" means any legal person, including any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Primary Confirmation" means each of the Confirmations evidencing the terms of an interest rate swap relating to each of the Class A-1b Notes, the Class A-2b Notes, the Class A-3b 2 Notes and the Class A-4 Notes between the Primary Swap Counterparty and the Trust, in effect on the Closing Date, which has been or will be entered into pursuant to the ISDA Master Agreement (including the Schedule thereto), dated as of the date hereof, between the Primary Swap Counterparty and the Trust. "Primary Swap Agreement" means the ISDA Master Agreement (including the Schedule thereto), dated as the date hereof, between the Primary Swap Counterparty and the Trust, and each Primary Confirmation. "Primary Swap Transaction" means each transaction described in a Primary Confirmation. "Requisite Rating" means a long-term, unsecured and unsubordinated debt rating from S&P which, when considered together with the long-term, unsecured and unsubordinated debt rating of GMAC, would result in a Joint Probability of at least AA- in the case of S&P, so long as the CARAT 2007-SN1 Notes are rated by S&P. "Seller" means the Person executing the Trust Sale and Administration Agreement as the Seller, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Administration Agreement. "Settlement Amount" shall mean the amount determined as such under the Primary Swap Agreement, except that any reference to the term "Termination" or "Terminated" therein is deemed to be "Assignment and "Assigned" respectively and reference to "Early Termination Date" shall be a reference to the "Assignment Date." "S&P" means Standard and Poor's Ratings Service and any successor. "Trust Administrator" means GMAC or its successor as trust administrator pursuant to the Trust Sale and Administration Agreement. "Trust Sale and Administration Agreement" means the Trust Sale and Administration Agreement, dated as of date hereof, between the Seller, the Trust Administrator and the Trust, as amended and supplemented from time to time. "Unpaid Amounts" shall mean the amount determined as such under the Primary Swap Agreement. Section 1.02 Definitions. Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings specified for such terms (i) in the Primary Swap Agreement or the Back-to-Back Swap Agreement, as dictated by its context or (ii) if not defined therein, in Appendix A to the Trust Sale and Administration Agreement. The rules of construction specified in Part II of such Appendix A shall apply to this Agreement. 3 ARTICLE II ASSIGNMENT UPON DESIGNATED EVENT Section 2.01 Assignment. In the event that a Designated Event shall have occurred and is then continuing and the Trust has notified GMAC in writing of such occurrence and continuance and has provided evidence reasonably satisfactory to GMAC that a Designated Event has occurred and is then continuing, each of the following shall automatically occur on the Assignment Date: (a) Each Primary Swap Transaction shall be assigned by the Primary Swap Counterparty to GMAC and GMAC shall accede to all of the rights and obligations of the Primary Swap Counterparty under each such Primary Swap Transaction and be subject to the applicable credit downgrade provisions under each such Primary Swap Transaction; provided, however, that upon such assignment, each such transaction shall be evidenced by a Fallback Confirmation and shall be governed by the terms of the Fallback Swap Agreement (including rights, title and interests and liabilities, obligations and duties accruing prior to the Assignment Date) and, except as expressly provided in this paragraph (a) and paragraph (b) below, on and at all times following the Assignment Date, the Primary Swap Agreement and each Primary Swap Transaction thereunder shall terminate and neither the Trust nor the Primary Swap Counterparty shall have any rights, liabilities, obligations or duties thereunder, including, without limitation payment obligations of any kind. In connection with the foregoing, in the event that there are Delinquent Payments under the Primary Swap Transaction, GMAC shall promptly (and in any event no later than the next Business Day) make the full amount of such Delinquent Payments to the Trust (but only to the extent that GMAC has not made a corresponding payment under the Fallback Swap Agreement). (b) In connection with the assignment of the Primary Swap Agreement to GMAC pursuant to Section 2.01(a) above, a payment (the "Assignment Payment") shall be due, either to the Primary Swap Counterparty by GMAC or to GMAC by the Primary Swap Counterparty, which payment shall equal (A) the sum of the Settlement Amount (as determined by GMAC (on behalf of the Trust)) in respect of the Primary Swap Agreement and the Assignment Currency Equivalent of the Unpaid Amounts owing to the Trust by the Primary Swap Counterparty under the Primary Swap Agreement (without giving effect to any Delinquent Payments made by GMAC) less (B) the Assignment Currency Equivalent of the Unpaid Amounts owing by the Trust to the Primary Swap Counterparty under the Primary Swap Agreement. If that amount is a positive number, the Primary Swap Counterparty shall pay it to GMAC; if it is a negative number, GMAC shall pay the absolute value of that amount to the Primary Swap Counterparty. The amount of the Assignment Payment determined as being due as a result of the assignment shall be payable within five Business Days following the Assignment Date. (c) The Back-to-Back Swap Transaction shall be terminated on and as of the Assignment Date. For the purposes thereof, the Assignment Date shall be deemed to be an Early Termination Date for the Back-to-Back Swap Transaction and the Primary Swap 4 Counterparty shall be deemed to be the Affected Party and the payment in respect of the termination of the Back-to-Back Swap shall be determined in accordance with the provisions of Section 6(e)(ii)(1) of the Primary Swap Agreement (the "Back-to-Back Early Termination Payment"). If, either GMAC or the Primary Swap Counterparty (such party in such capacity, the "Post Assignment Payor") has made payments to the other party (such party in such capacity, the "Post Assignment Payee") under the Back-to-Back Swap Agreement in respect of amounts accruing on or after the Assignment Date, other than the Back-to-Back Early Termination Payment, the Post Assignment Payee agrees to reimburse the Post Assignment Payor in an amount equal to the full amount of any such payments. If, prior to the Assignment Date, GMAC or the Primary Swap Counterparty (such party in such capacity, the "Pre Assignment Payor") has not made all or any part of the payments required to be made by it to the other party (such party in such capacity, the "Pre Assignment Payee") under the Back-to-Back Swap Agreement, the Pre Assignment Payor agrees to pay, without duplication of any termination payment (including any Unpaid Amounts as defined in the Back-to-Back Swap Agreement) that may become due to the Pre Assignment Payee as of the Assignment Date, an amount equal to the full amount of any such payments. (d) Upon (i) the effectiveness of the Fallback Swap Agreement and (ii) the payment by GMAC to the Trust in a timely fashion of all Delinquent Payments, if any, (x) the Event of Default or Termination Event under the Primary Swap Agreement constituting such Designated Event, if any, shall be deemed to be cured on and as of the Assignment Date for purposes of establishing the rights and obligations of the parties under the Fallback Swap Agreement, and (y) no Early Termination Date (as defined in the Primary Swap Agreement) may be designated as a result of such Designated Event. Section 2.02 Additional Contingent Counterparty. If GMAC has acceded to the rights and obligations of the Primary Swap Counterparty under the Primary Swap Agreement in accordance with the provisions of this Article II, GMAC shall have the option to find a Person with the Requisite Rating that will either (i) enter into an assignment agreement that is substantially similar to this Agreement pursuant to which such Person will become the Additional Contingent Counterparty or (ii) enter into swap transaction(s) substantially similar to the Primary Swap Transaction(s) (the "Replacement Primary Swaps") and a contingent assignment agreement under which such Person would accede to the rights and obligations of GMAC under the Fallback Swap Agreement, in which case GMAC will become the Additional Contingent Counterparty. The Primary Swap Counterparty shall reimburse GMAC for any reasonable costs associated with finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty, as the case may be. Any delay or inability in finding a party to serve as the counterparty under the Replacement Primary Swaps or as the Additional Contingent Counterparty will not result in the occurrence of a Termination Event, an Event of Default or otherwise lead to the designation of an Early Termination Date under the Fallback Swap Agreement. Section 2.03 Trust Declaration of Designated Event. If the circumstances potentially giving rise to a Designated Event are those set forth in clause (a) of the definition of "Designated Event," then the Trust shall elect to declare a Designated Event (i) if any one of the Events of Default under the Primary Swap Agreement with respect to the Primary Swap Counterparty as 5 the Defaulting Party is the result of a breach by the Primary Swap Counterparty of Section 5(a)(i) of the Primary Swap Agreement or (ii) otherwise, if and only if, at the time of such election, the long-term unsecured debt obligations of the Contingent Swap Counterparty are rated at least "AA-" by S&P and at least "AA-" by Fitch. Section 2.04 Notice. The Primary Swap Counterparty agrees that, to the extent that it has actual knowledge that it will be unable to make a payment or delivery on a scheduled payment date under the Primary Swap Agreement, it shall provide notice to the Trust of such inability at least two Business Days prior to such scheduled payment date. This Section 2.04 shall not be construed to obligate the Primary Swap Counterparty to undertake any affirmative action or inquiry to ascertain whether it will be able to make any such payment or delivery. Any failure by the Primary Swap Counterparty to provide notice to the Trust of such inability shall be without prejudice to the Primary Swap Counterparty's rights under this Agreement and the Primary Swap Agreement. ARTICLE III MISCELLANEOUS Section 3.01 Miscellaneous. (a) Entire Agreement. This Agreement, the Primary Swap Agreement and the Back-to-Back Swap Agreement constitute the entire agreement and understanding of the parties with respect to the subject matter thereof and supersede all oral communications and prior writings (except as otherwise provided therein) with respect thereto. (b) Counterparts. This Agreement may be executed and delivered in counterparts (including by facsimile transmission) each of which will be deemed an original. (c) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. (D) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS BUT WITHOUT PREJUDICE TO THE PROVISIONS OF SECTION 5-1401 OF ITS GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. (e) Notices. All demands, specifications and notices to a party hereto under this Agreement will be made pursuant to the provisions of the Primary Swap Agreement or the Back-to-Back Swap Agreement, as applicable. (f) No Waiver. Notwithstanding any other provision in this Agreement to the contrary, no full or partial failure to exercise and no delay in exercising, on the part of 6 any party hereto, any right, remedy, power or privilege under this Agreement, regardless of the frequency or constancy of such failure or delay, shall operate in any way as a waiver thereof by such party. (g) Inconsistencies. Except as expressly provided herein, the Primary Swap Agreement shall not be deemed to be amended hereby in any respect. In the event of any inconsistencies between the provisions of this Agreement and those of the Primary Swap Agreement or the Back-to-Back Swap Agreement, the provisions hereof shall prevail. (h) Amendments. This Agreement may not be amended except by the execution of a written instrument by all parties hereto. (i) Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee of Capital Auto Receivables Asset Trust 2007-SN1 in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only the Trust, (c) nothing herein contained shall be construed as creating any liability on Deutsche Bank Trust Company Delaware in its individual, corporate capacity, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Trust or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement or any other related documents. 7 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers as of the date hereof. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-In-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-In-Fact GMAC LLC By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization CITIBANK, N.A. By: /s/ William J. Kloehn ------------------------------------ Name: William Kloehn Title: Managing Director Triparty Contingent Assignment Agreement EX-99.11 13 k15931exv99w11.txt TRANSFER DIRECTION EXHIBIT NO. 99.11 GMAC LLC 200 RENAISSANCE CENTER 12TH FLOOR, MC: 482-B12-C24 DETROIT, MI 48265 May 28, 2007 The Bank of New York (Delaware) 100 White Clay Center, Route 273 Newark, DE 19711 GMAC LLC, as Servicer 200 Renaissance Center 12th Floor, MC: 482-B12-C24 Detroit, MI 48265 Central Originating Lease Trust c/o Deutsche Bank Trust Company Delaware 1011 Centre Road, Suite 200 Wilmington, DE 19805-1266 Re: Transfer Direction re: Beneficial Interest in Applicable Trust Estate Ladies and Gentlemen: Reference is hereby made to that certain Second Amended and Restated Trust and Servicing Agreement, dated as of March 25, 2004 (as it may be amended from time to time, the "VAULT Trust Agreement") between The Bank of New York (Delaware), as successor to Chase Bank USA, National Association (f/k/a Chase Manhattan Bank USA, National Association) as Trustee (the "Trustee") and GMAC LLC, as successor to General Motors Acceptance Corporation ("GMAC"), as Servicer and as Initial Trust Beneficiary, and acknowledged and agreed to by Central Originating Lease Trust ("COLT") as a Trust Beneficiary pursuant to the New COLT Designation. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the VAULT Trust Agreement, or if not defined therein, in Part I of Exhibit A to the COLT Servicing Agreement, dated as of June 7, 2007 (the "COLT Servicing Agreement") between GMAC, COLT and The Bank of New York Trust Company, N.A., as COLT Indenture Trustee. Pursuant to Section 9.1 of the VAULT Trust Agreement, GMAC hereby informs the Trustee that it intends to convey all of its right, title and interest in and to its Beneficial Interest in that portion of its respective Applicable Trust Estate consisting of the Leased Vehicles identified on Schedule I hereto (collectively, the "Transferred Vehicles") to COLT (the "Transferee"). GMAC hereby instructs the Trustee from and after June 7, 2007 (the "Transfer Effective Date") and until otherwise directed by the Transferee, to hold legal title to the Applicable Trust Estate as nominee for the benefit of the Transferee. GMAC acknowledges and agrees by execution of this Transfer Direction that it shall no longer hold any Beneficial Interest COLT 2007-SN1 Transfer Direction in the Transferred Vehicles from and after the Transfer Effective Date. Further, GMAC, as Servicer, shall amend each Schedule of Vehicles maintained pursuant to the VAULT Trust Agreement to remove from the GMAC Series any reference to the Transferred Vehicles and shall reallocate such Transferred Vehicles to the New COLT Series. Furthermore, GMAC, as Servicer, shall provide notice to the Trustee of its intention to exercise the optional repurchase right with respect to the Series 2007-SN1 Lease Assets under Section 6.01 of the COLT Servicing Agreement. Pursuant to Section 9.1 of the VAULT Trust Agreement, COLT represents and warrants that it is not an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, a "plan" described in Section 4975(e)(1) of the Code, or an entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or a plan in such entity. COLT hereby reaffirms its agreement to be bound by the terms of the VAULT Trust Agreement as a Trust Beneficiary pursuant to (x) the New COLT Designation, and (y) its acceptance and agreement to the VAULT Trust Agreement. The Trustee and the Servicer agree that this Transfer Direction will become effective on the Transfer Effective Date upon delivery of an executed counterpart of this Transfer Direction and receipt of an opinion of counsel to GMAC that the transfer effected hereunder is permitted by Section 9.1 of the VAULT Trust Agreement. 2 Please acknowledge your receipt of and agreement to this Transfer Direction by signing a counterpart hereof in the space provided below. Sincerely, GMAC LLC, as Initial Trust Beneficiary By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization S-1 ACKNOWLEDGED AND AGREED: THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as Trustee By: /s/ Kristine K. Gullo --------------------------------- Name: Kristine K. Gullo Title: Vice President GMAC LLC, as Servicer By: /s/ C.J. Vannatter --------------------------------- Name: C.J. Vannatter Title: Director - Global Securitization CENTRAL ORIGINATING LEASE TRUST, as a Trust Beneficiary and Transferee By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: /s/ Jenna Kaufman --------------------------------- Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul --------------------------------- Name: Aranka R. Paul Title: Attorney-in-Fact S-2 SCHEDULE I SCHEDULE OF LEASED VEHICLES On file with The Bank of New York (Delaware). EX-99.12 14 k15931exv99w12.txt VAULT PLEDGE AND SECURITY AGREEMENT EXHIBIT NO. 99.12 VAULT PLEDGE AND SECURITY AGREEMENT THIS VAULT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of June 7, 2007, by Vehicle Asset Universal Leasing Trust ("VAULT"), as Pledgor (the "Pledgor"), on behalf of and acknowledged by Central Originating Lease Trust ("COLT") and in favor of any COLT 2007-SN1 Secured Noteholder (each COLT 2007-SN1 Secured Noteholder, a "Pledgee" and together, the "Pledgees"). WHEREAS, GMAC LLC, as successor to General Motors Acceptance Corporation ("GMAC"), as Initial Trust Beneficiary (the "Initial Trust Beneficiary"), the VAULT Trustee, and COLT are parties to the Second Amended and Restated Trust and Servicing Agreement, dated as of March 25, 2004 (as it may be amended from time to time, the "VAULT Trust Agreement"), pursuant to which the trust known as the "Vehicle Asset Universal Leasing Trust," "VAULT Trust," "V.A.U.L. Trust" or "VAULT" (the "Trust") was affirmed; WHEREAS, pursuant to the VAULT Trust Agreement, the Trust has agreed to act as nominee holder of legal title to certain vehicles purchased by GMAC, GMAC Bank and COLT, as Trust Beneficiaries, and the other Trust Beneficiaries designated from time to time pursuant to the VAULT Trust Agreement; WHEREAS, pursuant to the Transfer Direction, dated as of May [28], 2007 (the "COLT 2007-SN1 Transfer Direction"), by GMAC, in its capacity as Initial Trust Beneficiary, and acknowledged, accepted and agreed to by the VAULT Trustee, the Servicer and COLT, the Initial Trust Beneficiary directed the VAULT Trustee to hold legal title to the portion of the Applicable Trust Estate of the Initial Trust Beneficiary set forth therein as nominee for the benefit of COLT; WHEREAS, COLT and The Bank of New York Trust Company, N.A. (the "COLT Indenture Trustee") are parties to the COLT Indenture, dated as of June 7, 2007 (the "COLT Indenture"), pursuant to which COLT issued the COLT 2007-SN1 Secured Notes (the "Secured Obligations"); WHEREAS, COLT, as owner of the beneficial interest in the portion of the Applicable Trust Estate of the Initial Trust Beneficiary transferred pursuant to the COLT 2007-SN1 Transfer Direction, has directed VAULT to enter into this Agreement; and WHEREAS, pursuant to this Agreement, VAULT will pledge its legal title to the Vehicles related to the Series 2007-SN1 Lease Assets to the Pledgees in order to secure COLT's obligations under the COLT 2007-SN1 Secured Notes; NOW, THEREFORE, for and in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. DEFINITIONS. Unless otherwise expressly provided in this Agreement, all capitalized terms used herein shall, unless defined herein, have the respective meanings set forth in the VAULT Trust Agreement; or if not defined therein, in Part I of Exhibit I to the Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the "Declaration of Trust") by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed to by Central Originating Lease, LLC; or if not defined therein, in Part I of Exhibit A to the COLT Servicing Agreement, dated as of the date hereof (the "COLT Servicing Agreement"), between GMAC, as Servicer, COLT and the COLT Indenture Trustee. The rules of construction set forth in Part II of Exhibit A to the COLT Servicing Agreement shall apply hereto. SECTION 2. GRANT OF SECURITY INTEREST. As security for the prompt payment and performance of all Secured Obligations by COLT whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter arising, the Pledgor hereby pledges, hypothecates, assigns, charges, mortgages, delivers and transfers to the Pledgees, and grants to the Pledgees, a continuing lien on and security interest in all of Pledgor's legal title to the Vehicles related to the Series 2007-SN1 Lease Assets (the "Pledged Collateral"), whether now existing or hereafter arising or acquired or substituted, for the equal and ratable benefit of the Pledgees and their respective successors, transferees and assigns. The Pledgees acknowledge that VAULT holds legal title to the Vehicles related to the Series 2007-SN1 Lease Assets in trust for the benefit of COLT, who enjoys all beneficial interest therein pursuant to the VAULT Trust Agreement and that such beneficial interest is not included in the Pledged Collateral. SECTION 3. REPRESENTATIONS AND WARRANTIES. The Pledgor represents and warrants that the Pledgor is a statutory trust, validly existing and in good standing under the laws of the state of Delaware and all vehicles held by the Pledgor are held in the name of VAULT and not in the name of the VAULT Trustee. The Pledgor also represents and warrants that it has not granted or will not grant a lien in the Pledged Collateral to any Person except the Pledge granted hereunder. SECTION 4. CONTINUING PLEDGE. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (a) remain in full force and effect until the payment in full of all Secured Obligations, (b) be binding upon the Pledgor and its successors, transferees and assigns, and (c) inure, together with the rights and remedies of the Pledgees, to the equal and ratable benefit of the Pledgees and their respective successors, transferees and assigns. SECTION 5. RELEASE OF SECURITY INTEREST. The Pledgees hereby acknowledge and agree that, if in accordance with Sections 2.04, 2.06 or 2.13 of the COLT Servicing Agreement or Section 4.04 of the COLT Sale and Contribution Agreement, COLT sells or reconveys any Vehicle related to a Series 2007-SN1 Lease Asset, the Pledgees' security interest in legal title to the Vehicles that are sold or reconveyed by COLT will be released automatically upon such sale or reconveyance, and, in the case of the sale of a Vehicle pursuant to Sections 2.04 or 2.06 of the COLT Servicing Agreement, the Servicer shall instruct the Trust to convey legal title to the Vehicle to the purchaser of such Vehicle. SECTION 6. REINSTATEMENT, ETC. If at any time any payment (in whole or in part) of any of the Secured Obligations is rescinded or must otherwise be restored by the Pledgees, due to 2 the insolvency, bankruptcy or reorganization of COLT or otherwise, such Secured Obligations shall, for the purposes of this Agreement, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence, notwithstanding such application of payment, and this Agreement shall continue to be effective or be reinstated, as the case may be, as to such Secured Obligations all as though such application of payment had not been made. SECTION 7. WAIVER, ETC. The Pledgor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Secured Obligations and this Agreement and any requirement that the Pledgees protect, secure, perfect or insure any security interest or lien, or any property subject thereto, or exhaust any right or take any action against any other Person or entity or any collateral securing any Secured Obligations. SECTION 8. REMEDIES. The Pledgees may exercise all rights and remedies of a secured party following the occurrence of and during the continuation of any Event of Default under the COLT Indenture under the Uniform Commercial Code as in effect in the State of New York in accordance with and pursuant to the COLT Indenture. SECTION 9. NONENCUMBRANCE. The undersigned will not and COLT has not directed and will not direct VAULT to sell, assign, transfer, pledge or encumber in any other manner the Pledged Collateral (except as in favor of the Pledgees hereunder), except the rights of COLT as Applicable Trust Beneficiary in such Vehicles related to the Series 2007-SN1 Lease Assets granted under the VAULT Trust Agreement, which rights are not included in the Pledged Collateral. SECTION 10. COLT 2007-SN1 BASIC DOCUMENTS. This Agreement is executed in connection with the COLT 2007-SN1 Basic Documents and shall be construed, administered and applied in accordance with the terms and provisions thereof. SECTION 11. ADDITIONAL TERMS. In addition to the agreements set forth in Section 5, the Pledgees hereby agree to release (or cause to be released) all of their respective interests in the Pledged Collateral upon the occurrence of the full and complete satisfaction of the Secured Obligations and upon satisfaction and discharge of the COLT Indenture pursuant to Section 4.1 of the COLT Indenture, which release shall be automatic upon such full and complete satisfaction of the Secured Obligations. SECTION 12. MISCELLANEOUS. (a) The Section headings herein are for convenience only and shall not affect the construction hereof. (b) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 3 (c) This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. (d) This Agreement shall be binding upon the parties hereto and their successors and assigns, whether so expressed or not, and shall inure to the benefit of the parties hereto and the successors and assigns of the Pledgees, whether so expressed or not. (e) No amendment to or waiver of any provision of this Agreement nor consent to any departure by the Pledgor herefrom shall in any event be effective unless the same shall be in writing and signed by the Pledgees and the Pledgor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given. (f) All notices, demands, instructions, consents and other communications required or permitted to be given to or made by any party hereto hereunder shall be as specified in Part III of Exhibit I to the Declaration of Trust or, if not set forth therein, in Part III of Exhibit A of the COLT Servicing Agreement. (g) Notwithstanding any other provision of this Agreement and notwithstanding any prior termination of this Agreement, the parties hereto shall not, prior to the date which is one year and one day after the final distribution to the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder, acquiesce, petition or otherwise invoke or cause VAULT to invoke the process of any Governmental Authority for the purpose of commencing or sustaining a case against VAULT under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of VAULT or any substantial part of its property, or ordering the winding up or liquidation of the affairs of VAULT. (h) In accordance with the provisions of the VAULT Trust Agreement, the Pledgees hereby acknowledge the terms of the VAULT Trust Agreement. (i) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of COLT, (b) each of the representations, undertakings and agreements herein made on the part of COLT is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of COLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by COLT under this Agreement or the other COLT 2007-SN1 Basic Documents. (j) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of CARAT, (b) each of the representations, undertakings and agreements herein made on the part of CARAT is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is 4 made and intended for the purpose of binding only CARAT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of CARAT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by CARAT under this Agreement or the other CARAT Basic Documents. (k) It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by The Bank of New York (Delaware), not individually or personally but solely as trustee of VAULT, (b) each of the representations, undertakings and agreements herein made on the part of VAULT is made and intended not as personal representations, undertakings and agreements by The Bank of New York (Delaware) but is made and intended for the purpose of binding only VAULT, and (c) under no circumstances shall The Bank of New York (Delaware) be personally liable for the payment of any indebtedness or expenses of VAULT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by VAULT under this Agreement or otherwise. (l) By its written acknowledgment of this Agreement, COLT hereby authorizes and directs the Trustee and the Trust to enter into this Agreement with respect to COLT's Applicable Trust Estate. 5 IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and year first above written. VEHICLE ASSET UNIVERSAL LEASING TRUST By: THE BANK OF NEW YORK (DELAWARE), not in its individual capacity but solely as VAULT Trustee By: /s/ Kristine K. Gullo ------------------------------------ Name: Kristine K. Gullo Title: Vice President ACKNOWLEDGED AND AGREED: CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: /s/ Jenna Kaufman --------------------------------- Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul -------------------------------- Name: Aranka R. Paul Title: Attorney-in-Fact GMAC LLC, as a COLT 2007-SN1 Secured Noteholder By: /s/ C.J. Vannatter -------------------------------- Name: C.J. Vannatter Title: Director - Global Securitization S-1 VAULT Pledge and Security Agreement (COLT 2007-SN1) CAPITAL AUTO RECEIVABLES LLC, as a COLT 2007-SN1 Secured Noteholder By: /s/ P.M. Surhigh --------------------------------- Name: P.M. Surhigh Title: Vice President CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1, as a COLT 2007-SN1 Secured Noteholder By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT 2007-SN1 Owner Trustee By: /s/ Jenna Kaufman --------------------------------- Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul --------------------------------- Name: Aranka R. Paul Title: Attorney-in-Fact S-2 SCHEDULE I PLEDGOR'S CHIEF EXECUTIVE OFFICE: VEHICLE ASSET UNIVERSAL LEASING TRUST c/o The Bank of New York (Delaware) 100 White Clay Center, Route 273 Newark, DE 19711 (302) 283-8905 (Tel) SCHEDULE II TRADE NAMES VAULT VAULT TRUST V.A.U.L. TRUST EX-99.13 15 k15931exv99w13.txt SALE AND CONTRIBUTION AGREEMENT EXHIBIT NO. 99.13 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 COLT 2007-SN1 SALE AND CONTRIBUTION AGREEMENT BETWEEN GMAC LLC AND CENTRAL ORIGINATING LEASE TRUST DATED AS OF JUNE 7, 2007 TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS.................................................. 2 SECTION 1.01 Definitions.............................................. 2 SECTION 1.02 Owner of a Series 2007-SN1 Lease Asset................... 2 ARTICLE II PURCHASE AND SALE OF SERIES 2007-SN1 LEASE ASSETS............ 2 SECTION 2.01 Purchase and Sale of Series 2007-SN1 Lease Assets........ 2 SECTION 2.02 COLT's Consideration for the Sold Assets................. 3 SECTION 2.03 The Closing.............................................. 4 SECTION 2.04 Custody of Lease Files................................... 4 ARTICLE III REPRESENTATIONS AND WARRANTIES............................... 5 SECTION 3.01 Representations and Warranties as to the Series 2007-SN1 Lease Assets............................................. 5 SECTION 3.02 Additional Representations and Warranties of the Seller.. 8 SECTION 3.03 Representations and Warranties of COLT................... 9 ARTICLE IV ADDITIONAL AGREEMENT......................................... 10 SECTION 4.01 Conflicts with Secured Notes Transfer and Administration Agreements............................................... 10 SECTION 4.02 Protection of Title...................................... 10 SECTION 4.03 Other Liens or Interests................................. 11 SECTION 4.04 Warranty Repurchase Events............................... 11 SECTION 4.05 Indemnification.......................................... 12 SECTION 4.06 Pre-Closing Collections.................................. 12 SECTION 4.07 Pledge of Sold Assets to COLT Indenture Trustee.......... 12 ARTICLE V CONDITIONS................................................... 12 SECTION 5.01 Conditions to Obligation of COLT......................... 12 SECTION 5.02 Conditions to Obligation of the Seller................... 13 ARTICLE VI MISCELLANEOUS PROVISIONS..................................... 14 SECTION 6.01 Amendment................................................ 14 SECTION 6.02 Survival................................................. 15 SECTION 6.03 Notices.................................................. 15 SECTION 6.04 Governing Law............................................ 15 SECTION 6.05 Waivers.................................................. 15 SECTION 6.06 Costs and Expenses....................................... 15 SECTION 6.07 Confidential Information................................. 15 SECTION 6.08 Headings................................................. 15 SECTION 6.09 Counterparts............................................. 16 SECTION 6.10 No Petition Covenant..................................... 16 SECTION 6.11 Limitations on Rights of Others.......................... 16 SECTION 6.12 Series Liabilities....................................... 16
i SECTION 6.13 Limitation of Liability.................................. 16 SECTION 6.14 Merger and Consolidation of the Seller................... 17 SECTION 6.15 Assignment............................................... 17

EXHIBIT A Form of COLT 2007-SN1 Lease Assets Assignment SCHEDULE A Series 2007-SN1 Lease Assets Schedule SCHEDULE B Perfection Representations THIS COLT 2007-SN1 SALE AND CONTRIBUTION AGREEMENT, dated as of June 7, 2007 (this "COLT Sale and Contribution Agreement" or this "Agreement"), between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), and GMAC LLC, a Delaware limited liability company ("GMAC," and GMAC is referred to as the "Seller" in its capacity as seller of the Series 2007-SN1 Lease Assets and as the "Servicer" in its capacity as servicer of the Series 2007-SN1 Lease Assets). WHEREAS, COLT desires to purchase as of the date hereof a portfolio of automobile and light truck leases and related vehicles beneficially owned by the Seller known as the Series 2007-SN1 Lease Assets; WHEREAS, the Seller is willing to sell as of the date hereof such Series 2007-SN1 Lease Assets to COLT; WHEREAS, GMAC, in its capacity as Servicer, has agreed to service such Series 2007-SN1 Lease Assets pursuant to the COLT Servicing Agreement, dated as of the date hereof, between the Servicer, COLT and the COLT Indenture Trustee (as it may be amended from time to time, the "COLT Servicing Agreement"); WHEREAS, concurrently herewith, COLT will issue secured notes to the Seller (the "COLT 2007-SN1 Secured Notes") to partially fund its acquisition of such Series 2007-SN1 Lease Assets; WHEREAS, COLT and GMAC may wish to provide in the agreements pursuant to which COLT issues the COLT 2007-SN1 Secured Notes and GMAC acquires its interest in such COLT 2007-SN1 Secured Notes (all such agreements, including the COLT Indenture, the COLT Servicing Agreement, the Pooling and Administration Agreement, the Trust Sale and Administration Agreement, the Trust Agreement, and the CARAT Indenture being collectively the "Secured Notes Transfer and Administration Agreements") that GMAC shall service the Series 2007-SN1 Lease Assets and administer the COLT 2007-SN1 Secured Notes; and WHEREAS, the Servicer is willing to service such Series 2007-SN1 Lease Assets in accordance with the terms of the COLT Servicing Agreement for the benefit of COLT and, by its execution of each Secured Notes Transfer and Administration Agreements to which it is a party, is willing to administer such secured notes in accordance with the terms of such Secured Notes Transfer and Administration Agreements for the benefit of Capital Auto Receivables Asset Trust 2007-SN1 (the "Issuer") and the COLT 2007-SN1 Secured Noteholders and each other party identified or described herein or in the Secured Notes Transfer and Administration Agreements as having an interest as owner, trustee, secured party or holder of the COLT 2007-SN1 Secured Notes or of obligations secured by the COLT 2007-SN1 Secured Notes (the Trust and all such parties under the Secured Notes Transfer and Administration Agreements being "Interested Parties") with respect to such Series 2007-SN1 Lease Assets, and the proceeds thereof, as the interests of such parties may appear from time to time. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: 1 ARTICLE I DEFINITIONS SECTION 1.01 Definitions. Capitalized terms used in this Agreement are defined in and shall have the meanings assigned to them in Part I of Exhibit A to the COLT Servicing Agreement, or if not defined therein, shall have the meanings assigned to them in Part I of Exhibit I to the Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the "Declaration of Trust"), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed by Central Originating Lease, LLC ("COLT, LLC"), as Residual Certificateholder. All references herein to "this Agreement" are to this COLT Sale and Contribution Agreement as it may be amended, supplemented or otherwise modified from time to time. The rules of construction set forth in Part II of Exhibit A to the COLT Servicing Agreement shall be applicable to this COLT Sale and Contribution Agreement. SECTION 1.02 Owner of a Series 2007-SN1 Lease Asset. For purposes of this Agreement, the "Owner" of a Series 2007-SN1 Lease Asset shall mean COLT; provided, however, that the Seller or the Servicer, as applicable, shall be the "Owner" of any Series 2007-SN1 Lease Asset from and after the time that such Person shall acquire such Series 2007-SN1 Lease Asset, whether pursuant to Section 4.04 of this Agreement, any provision of the COLT Servicing Agreement or otherwise. ARTICLE II PURCHASE AND SALE OF SERIES 2007-SN1 LEASE ASSETS SECTION 2.01 Purchase and Sale of Series 2007-SN1 Lease Assets. (a) On the Series 2007-SN1 Closing Date, subject to satisfaction of the conditions specified in Article V and the COLT 2007-SN1 Lease Assets Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Secured Notes Transfer and Administration Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to COLT, without recourse (except as specifically provided in the COLT 2007-SN1 Basic Documents): (i) all right, title and interest of the Seller in, to and under the Series 2007-SN1 Lease Assets listed on the Series 2007-SN1 Lease Assets Schedule attached as Schedule A hereto (including the Beneficial Interest in each Vehicle related thereto) and all monies due thereunder on and after the Cutoff Date and, with respect to the related Vehicles, to the extent permitted by law, all accessions thereto; (ii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Vehicles or Lessees related to the Series 2007-SN1 Lease Assets; (iii) the interest of the Seller in any proceeds from recourse against Dealers on the Series 2007-SN1 Lease Assets; (iv) all right, title and interest of the Seller in, to and under the COLT 2007-SN1 Lease Assets Assignment; (v) all right, title and interest of the Seller in, to and under the VAULT Trust Agreement (solely with respect to the Vehicles related to the Series 2007-SN1 Lease Assets); and (vi) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i) through (v) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (clauses (i) through (vi) collectively, the "Sold Assets"). (b) It is the intention of the Seller and COLT that the transfer and assignment of Sold Assets contemplated by this Agreement and the COLT 2007-SN1 Lease Assets Assignment shall constitute a sale of the Sold Assets from the Seller to COLT and the beneficial interest in and title to the Sold Assets shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. (c) The transfer and assignment of the Sold Assets contemplated by this Agreement and the assignment delivered by the Seller in the form attached hereto as Exhibit A (the "COLT 2007-SN1 Lease Assets Assignment") does not constitute and is not intended to result in any assumption by COLT of any obligation of the Seller to the Lessees, Dealers, insurers or any other Person in connection with the Series 2007-SN1 Lease Assets, any Supplemental Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them. (d) In consideration of COLT's delivery of the COLT 2007-SN1 Secured Notes pursuant to Section 2.02, the Seller shall execute and deliver to COLT the COLT 2007-SN1 Lease Assets Assignment. SECTION 2.02 COLT's Consideration for the Sold Assets. In consideration of the Seller's conveyance of the Sold Assets pursuant to Section 2.01 on the Series 2007-SN1 Closing Date, COLT shall deliver or cause the COLT Indenture Trustee to deliver to the CARAT Indenture Trustee in accordance with Section 2.2(d) of the COLT Indenture the COLT 2007-SN1 Secured Notes in an initial aggregate principal amount equal to the Secured Note Percentage of the Aggregate ABS Value of the Series 2007-SN1 Lease Assets on the Series 2007-SN1 Closing Date. If the aggregate fair market value of the Series 2007-SN1 Lease Assets sold to COLT on the Series 2007-SN1 Closing Date exceeds the aggregate initial principal balance of the COLT 2007-SN1 Secured Notes, then simultaneously with such sale to COLT by the Seller of the Sold Assets, COLT shall be deemed to have made a new issuance of equity to the Seller in the amount of such excess and the Seller shall be deemed to have made a simultaneous capital contribution of such equity interest in COLT to COLT, LLC (which shall be evidenced by the COLT 2007-SN1 Certificate issued to COLT, LLC on the Series 2007-SN1 Closing Date). SECTION 2.03 The Closing. The sale and purchase of the Sold Assets shall take place at the offices of Mayer, Brown, Rowe & Maw LLP, 71 South Wacker Drive, Chicago, Illinois 60606, on the Series 2007-SN1 Closing Date at a time mutually agreeable to the Seller and COLT, and shall occur simultaneously with the closing of transactions contemplated by the Secured Notes Transfer and Administration Agreements. SECTION 2.04 Custody of Lease Files. In connection with the sale, transfer and assignment of the Sold Assets to COLT pursuant to this Agreement and the COLT 2007-SN1 Lease Assets Assignment, COLT, simultaneously with the execution and delivery of this Agreement, shall enter into the COLT Custodian Agreement with the COLT Custodian, pursuant to which COLT shall revocably appoint the COLT Custodian, and the COLT Custodian shall accept such appointment, to act as the agent of COLT as COLT Custodian of the following documents or instruments which shall be constructively delivered to COLT with respect to each Series 2007-SN1 Lease Asset: (a) the fully executed original of the Program Lease for such Series 2007-SN1 Lease Asset; (b) documents evidencing or related to any insurance policy covering the related Vehicle; (c) the original application of each Lessee, fully executed by each Lessee on a form that meets the Seller's customary origination standards; (d) where permitted by law, the original certificate of title (as soon as it is received) and otherwise such documents, if any, that the Seller keeps on file in accordance with its customary procedures indicating that title to the Vehicle is in the name of VAULT and an interest as first lienholder or secured party is in the name of the Seller; and (e) any and all other documents that the Seller keeps on file in accordance with its customary procedures relating to the Program Lease for such Series 2007-SN1 Lease Asset or the related Lessee, including any written modifications or extensions of the related Program Lease. The items described in clauses (a) through (e) above are referred to collectively as the "Series 2007-SN1 Lease Asset Files." ARTICLE III REPRESENTATIONS AND WARRANTIES SECTION 3.01 Representations and Warranties as to the Series 2007-SN1 Lease Assets. The Seller makes the following representations and warranties as to the Series 2007-SN1 Lease Assets on which COLT relies in accepting the Series 2007-SN1 Lease Assets. Such representations and warranties speak as of the Series 2007-SN1 Closing Date with respect to the Series 2007-SN1 Lease Assets, and shall survive the sale, transfer and assignment of the Series 2007-SN1 Lease Assets to COLT: (a) Characteristics of Series 2007-SN1 Leases. Each Series 2007-SN1 Lease (A) was originated by a Dealer for the original retail lease of a Vehicle (excluding fleet leases, which are leases made to lessees which have leased five or more vehicles through GMAC), was fully and properly executed by the parties thereto, was purchased by the Seller or its subsidiaries in the ordinary course of its business from such Dealer under an existing Supplemental Dealer Agreement with such Dealer and was validly assigned by such Dealer to the Seller in accordance with its terms, (B) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the Vehicle of the benefits of the Series 2007-SN1 Lease, and (C) provides for level monthly payments (provided that the payment in the first Collection Period and the final Collection Period of the Series 2007-SN1 Lease may be different from the level payments) that fully amortize the capitalized cost of the Vehicle as specified in the Series 2007-SN1 Lease to the Stated Residual Value over the lease term. (b) Compliance with Law. All requirements of applicable federal, State and local laws, and regulations thereunder, including any Truth-in-Leasing laws, usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations "B," "M" and "Z," the Servicemembers Civil Relief Act, the Texas Consumer Credit Code, and State adaptations of the National Consumer Act, the federal Consumer Leasing Act of 1976 and of the Uniform Consumer Credit Code and other consumer credit and consumer leasing laws and equal credit opportunity and disclosure laws, in respect of the Series 2007-SN1 Leases, have been complied with in all material respects, and each Series 2007-SN1 Lease complied at the time it was originated or made and now complies in all material respects with all legal requirements of the jurisdiction in which it was originated or made. (c) Binding Obligation. Each Series 2007-SN1 Lease represents the genuine legal, valid and binding payment obligation of the Lessee thereon, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights in general and by equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (d) Good Title. Upon conveyance of the Series 2007-SN1 Lease Asset by the Dealer to the Seller, (1) the Seller has good title in and to the Series 2007-SN1 Lease and the amounts due thereunder, (2) VAULT has good title to the related Vehicle (or all necessary and appropriate action has been commenced that would result in VAULT having good and valid title to the related Vehicle), and (3) the Seller owns and has good title to all of the Beneficial Interest in each related Vehicle, in each case free of any Lien. (e) Leases In Force. No Series 2007-SN1 Lease has been satisfied, subordinated, cancelled, terminated or rescinded. (f) Insurance. Each Lessee is required to maintain physical damage and liability insurance policies of the type that the Seller requires in accordance with its customary underwriting standards for the purchase of automotive leases. (g) Lawful Assignment. No Series 2007-SN1 Lease was originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful the sale, transfer and assignment of such Series 2007-SN1 Lease and related Vehicle by the Dealer to the Seller and VAULT and by the Seller to COLT and the pledge by COLT of its interest in such Series 2007-SN1 Lease to the COLT Indenture Trustee and the pledges by COLT and VAULT of their respective interests in such related Vehicles to each COLT 2007-SN1 Secured Noteholder. (h) Underwriting. Each Series 2007-SN1 Lease was underwritten in substantial conformance with underwriting guidelines applied to similar leases acquired by the Seller for its own account. (i) Term of Series 2007-SN1 Leases. Each Series 2007-SN1 Lease has an original scheduled term of not less than 12 months nor greater than 48 months. (j) Location. The Dealer selling each Series 2007-SN1 Lease Asset to the Seller is located in the United States and each Lessee has a billing address in the United States. (k) Triple Net Leases. Each Series 2007-SN1 Lease (including all other agreements related thereto) is a triple net lease that requires the related Lessee (or another Person other than the Seller) to pay all costs relating to taxes, insurance and maintenance with respect to the related Vehicle. (l) Vehicles. Each Vehicle purchased by the Seller is a new automobile or light duty truck. (m) No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any Series 2007-SN1 Lease. (n) No Liens. To the best of Seller's knowledge: (1) Seller has not, and none of its Affiliates has, taken any action that would result in a Lien or claim arising out of an obligation or debt owed by the Seller or such Affiliate for work, labor or materials affecting any Vehicle, (2) Seller has not, as of the Series 2007-SN1 Closing Date, with respect to the Series 2007-SN1 Lease Assets, received a written notice of any Liens asserted against any Vehicle for work, labor or materials affecting such Vehicle, (3) none of the Seller or its Affiliates has received notice from the IRS of a lien imposed by 26 U.S.C. Section 6321 upon any Series 2007-SN1 Lease Asset and no such notice of lien has been filed with the appropriate Governmental Authority upon any Series 2007-SN1 Lease Asset, and (4) none of the Seller or its ERISA Affiliates has received notice from the PBGC of a lien imposed by Section 4068 of ERISA upon any Series 2007-SN1 Lease Asset and no such notice of lien has been filed with the appropriate Governmental Authority upon any Series 2007-SN1 Lease Asset. (o) All Filings and Notations Made. All filings (including UCC filings) necessary in any jurisdiction to give COLT a first priority perfected security interest in the Series 2007-SN1 Leases have been made or will be made within ten days after the Series 2007-SN1 Closing Date, and no filings are necessary with respect to the transfer of the Beneficial Interest in each related Vehicle. (p) One Original. There is only one original executed copy of each Series 2007-SN1 Lease. (q) Implicit Lease Rate. The lowest implicit lease rate of any Series 2007-SN1 Lease Asset is 0% and the highest implicit lease rate of any Series 2007-SN1 Lease Asset is less than or equal to the Discount Rate. (r) Not Delinquent or Liquidating. As of the Cutoff Date as to each Series 2007-SN1 Lease, such Series 2007-SN1 Lease was not considered past due; that is, the payments due on such Series 2007-SN1 Lease in excess of $25 have been received within 30 days of the payment date and no Series 2007-SN1 Lease was a Liquidating Lease Asset. (s) No Documents or Instruments. No Series 2007-SN1 Lease Asset, or constituent part thereof, constitutes a "negotiable instrument", "negotiable document of title" or "electronic chattel paper" (as such terms are used in the UCC). (t) Aggregate Initial ABS Value. The Aggregate Initial ABS Value of the Series 2007-SN1 Lease Assets is $2,500,008,486.50. (u) No Waiver. Since the Cutoff Date, no provision of a Series 2007-SN1 Lease has been, or will be waived, altered or modified in any respect, except in accordance with the Servicer's customary servicing procedures and the COLT Servicing Agreement. (v) Origination Date. Each Series 2007-SN1 Lease was originated on or after February 1, 2003. (w) Series 2007-SN1 Lease Assets Schedule. The information set forth in the Series 2007-SN1 Lease Assets Schedule is true and correct in all material respects, and no selection procedures believed by GMAC to be adverse to COLT or to the Series 2007-SN1 Further Holders were utilized in selecting the Series 2007-SN1 Leases from those leases of GMAC that meet the selection criteria set forth in this Agreement. (x) Denomination. Each Series 2007-SN1 Lease is denominated in U.S. dollars. (y) Creation, Perfection and Priority of Security Interests. The Perfection Representations that are attached to this Agreement as Schedule B are true and correct to the extent they are applicable. SECTION 3.02 Additional Representations and Warranties of the Seller. The Seller hereby represents and warrants to COLT as of the Series 2007-SN1 Closing Date with respect to the Series 2007-SN1 Lease Assets, in its capacity as the seller of the Series 2007-SN1 Lease Assets hereunder, that: (a) Organization and Good Standing. The Seller has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted; (b) Due Qualification. The Seller is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Series 2007-SN1 Lease Assets) requires or shall require such qualification; (c) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement, the COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which it is a party and to carry out its terms; the Seller has full power and authority to sell and assign the property to be sold and assigned to COLT and to service the Series 2007-SN1 Lease Assets as provided in the COLT Servicing Agreement, the Secured Notes Transfer and Administration Agreements and each other COLT 2007-SN1 Basic Document to which the Seller is a party, has duly authorized such sale and assignment to COLT by all necessary limited liability company action; and the execution, delivery and performance of this Agreement, the related COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which the Seller is a party have been duly authorized by the Seller by all necessary limited liability company action; (d) Valid Sale; Binding Obligation. This Agreement and the COLT 2007-SN1 Lease Assets Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Series 2007-SN1 Lease Assets, enforceable against creditors of and purchasers from the Seller; and this Agreement together with the Assignment and each other COLT 2007-SN1 Basic Document to which the Seller is a party, when duly executed and delivered, shall constitute a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (e) No Violation. The consummation of the transactions contemplated by this Agreement, the related COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which the Seller is a party and the fulfillment of the terms of this Agreement, the related COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which the Seller is a party shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Seller, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to the COLT 2007-SN1 Basic Documents) or violate any law or, to the best of the Seller's knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties, except where any such conflict or violation would not have a material adverse effect on its ability to perform its obligations with respect to COLT or any Interested Party under this Agreement or the COLT Servicing Agreement; and (f) No Proceedings. There are no Proceedings pending or, to the Seller's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement, the related COLT 2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document to which the Seller is a party (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement the COLT 2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document to which the Seller is a party, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, the COLT 2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document to which the Seller is a party. SECTION 3.03 Representations and Warranties of COLT. COLT hereby represents and warrants to the Seller as of the Series 2007-SN1 Closing Date: (a) Organization and Good Standing. COLT has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the Series 2007-SN1 Lease Assets; (b) Due Qualification. COLT is duly qualified to do business as a statutory trust in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification; (c) Power and Authority. COLT has the power and authority to execute and deliver this Agreement, the COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which it is a party and to carry out its terms and the execution, delivery and performance of this Agreement, the COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which it is a party have been duly authorized by COLT by all necessary trust action; (d) No Violation. The consummation of the transactions contemplated by this Agreement, the COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which COLT is a party and the fulfillment of the terms of this Agreement, the COLT 2007-SN1 Lease Assets Assignment and each other COLT 2007-SN1 Basic Document to which COLT is a party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the Declaration of Trust, or any indenture, agreement, mortgage, deed of trust or other instrument to which COLT is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, other than any Secured Notes Transfer and Administration Agreements or violate any law or, to the best of COLT's knowledge, any order, rule or regulation applicable to COLT of any court or of any Governmental Authority having jurisdiction over COLT or any of its properties; and (e) No Proceedings. There are no Proceedings pending or, to COLT's knowledge, threatened before any Governmental Authority having jurisdiction over COLT or its properties (i) asserting the invalidity of this Agreement, the COLT 2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document to which COLT is a party, or (ii) seeking any determination or ruling that might materially and adversely affect the performance by COLT of its obligations under, or the validity or enforceability of, this Agreement, the COLT 2007-SN1 Lease Assets Assignment or any other COLT 2007-SN1 Basic Document to which COLT is a party. ARTICLE IV ADDITIONAL AGREEMENT SECTION 4.01 Conflicts with Secured Notes Transfer and Administration Agreements. To the extent that any provision of Sections 4.02 through 4.04 of this Agreement conflicts with any provision of the Secured Notes Transfer and Administration Agreements, the Secured Notes Transfer and Administration Agreements shall govern. SECTION 4.02 Protection of Title. (a) Filings. The Seller shall authorize and execute, as applicable, and file such financing statements and cause to be authorized and executed, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of COLT under this Agreement and the COLT 2007-SN1 Lease Assets Assignment in the Series 2007-SN1 Lease Assets and the other Sold Assets and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to COLT file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. The Seller hereby authorizes COLT and its assigns to file all such financing statements and to file such financing statements without the Seller's signature. (b) Name Change. The Seller shall not change its State of organization or its name, identity or structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller in accordance with Section 4.02(a) seriously misleading within the meaning of the UCC, unless it shall have given COLT and the Series 2007-SN1 Further Holders at least 30 days prior written notice thereof. (c) Executive Office; Maintenance of Offices. The Seller shall give COLT, the COLT Indenture Trustee, the COLT Owner Trustee and the COLT 2007-SN1 Secured Noteholders at least 30 days prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Seller shall at all times maintain each office from which it services Series 2007-SN1 Lease Assets and its principal executive office within the United States of America. (d) New Debtor. If the Seller shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a "new debtor" (as defined in the UCC) succeeding to the obligations of the Seller hereunder, the Seller shall comply fully with the obligations of Section 4.02(a). SECTION 4.03 Other Liens or Interests. Except for the conveyances hereunder and under the COLT 2007-SN1 Lease Assets Assignment and as contemplated by the Secured Notes Transfer and Administration Agreements, the Seller shall not sell, pledge, assign or transfer the Series 2007-SN1 Lease Assets or any other Sold Assets to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any interest therein, and the Seller shall defend the right, title and interest of COLT in, to and under such Series 2007-SN1 Lease Assets and any other COLT 2007-SN1 Collateral against all claims of third parties claiming through or under the Seller. SECTION 4.04 Warranty Repurchase Events. The Seller hereby covenants and agrees with COLT for the benefit of COLT and the Interested Parties that in the event of a breach of any of the Seller's representations and warranties contained in Section 3.01 with respect to any Series 2007-SN1 Lease Asset or in Section 3.02 (a "Warranty Repurchase Event"), the Seller, unless such breach has been cured in all material respects, shall as of the last day of the second Collection Period following its discovering or receiving notice of such breach (or at the Seller's election, the last day of the first Collection Period so following), repurchase such Series 2007-SN1 Lease Asset (a "Warranty Lease Asset") from COLT, without further notice from COLT hereunder, and, on or prior to the related Payment Date, the Seller shall pay COLT the related Warranty Payment to the COLT Collection Account. Upon repurchase and payment of such Warranty Payment with respect to any Warranty Lease Asset, the Seller shall be entitled to receive the Released Warranty Amount, if any. The obligation of the Seller to repurchase any Series 2007-SN1 Lease Asset as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Seller for such breach available to COLT or the other Interested Parties. Upon payment of the Warranty Payment with respect to any Warranty Lease Asset pursuant to this Section 4.04, COLT shall assign to the Seller, without recourse, representation or warranty, all of COLT's right, title and interest in and to such Series 2007-SN1 Lease Asset, all monies due thereon, proceeds from insurance policies to the extent relating to such Series 2007-SN1 Lease Asset or the related Lessee and the interests of COLT in rebates of premiums and other amounts relating to insurance policies to the extent relating to such Series 2007-SN1 Lease Asset and any documents relating thereto, such assignment being an assignment outright and not for security; and the Seller shall thereupon own the same free of all further obligation to COLT and the Series 2007-SN1 Further Holders with respect thereto. SECTION 4.05 Indemnification. The Seller shall indemnify COLT and the COLT Owner Trustee for any liability as a result of the failure of a Series 2007-SN1 Lease Asset to be originated in compliance with all requirements of law. This indemnity obligation shall be in addition to any obligation that the Seller may otherwise have. SECTION 4.06 Pre-Closing Collections. Within two Business Days after the Series 2007-SN1 Closing Date, the Seller shall transfer to the account or accounts designated by COLT all collections on the Series 2007-SN1 Lease Assets held by the Seller on the Series 2007-SN1 Closing Date and conveyed to COLT pursuant to Section 2.01; provided, however, that so long as the Monthly Remittance Conditions are satisfied, such collections need not be transferred until the first Payment Date. SECTION 4.07 Pledge of Sold Assets to COLT Indenture Trustee. The parties hereto acknowledge and agree that COLT, pursuant to the COLT Indenture, will pledge the Sold Assets to the COLT Indenture Trustee and, with respect to its Beneficial Interest in the related Vehicles, to the COLT 2007-SN1 Secured Noteholders to secure COLT's obligations under the COLT 2007-SN1 Secured Notes. ARTICLE V CONDITIONS SECTION 5.01 Conditions to Obligation of COLT. The obligation of COLT to purchase the Series 2007-SN1 Lease Assets hereunder and pursuant to the COLT 2007-SN1 Lease Assets Assignment is subject to the satisfaction of the following conditions: (a) Representations and Warranties True. The representations and warranties of the Seller hereunder shall be true and correct at the time of the Series 2007-SN1 Closing Date, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Series 2007-SN1 Closing Date. (b) No Warranty Repurchase Event. No Warranty Repurchase Event shall have occurred on or prior to the Series 2007-SN1 Closing Date. (c) Computer Files Marked. The Seller shall, at its own expense, on or prior to the Series 2007-SN1 Closing Date, indicate in its computer files created in connection with the Series 2007-SN1 Lease Assets that the Series 2007-SN1 Lease Assets have been sold to COLT pursuant to this Agreement and the COLT 2007-SN1 Lease Assets Assignment and shall deliver to COLT the Series 2007-SN1 Lease Assets Schedule certified by an officer of the Seller to be true, correct and complete. (d) Documents to be Delivered By the Seller. (i) The COLT 2007-SN1 Lease Assets Assignment. On the Series 2007-SN1 Closing Date, the Seller shall execute and deliver the COLT 2007-SN1 Lease Assets Assignment. (ii) Evidence of UCC Filing. On or prior to the tenth day after the Series 2007-SN1 Closing Date, the Seller shall record and file, at its own expense, a UCC-1 financing statement in each jurisdiction in which required by applicable law, authorized by and naming the Seller as seller or debtor, naming COLT as purchaser or secured party, describing the Series 2007-SN1 Lease Assets and the other Sold Assets as collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of such Series 2007-SN1 Lease Assets to COLT. The Seller shall deliver a file-stamped copy, or other evidence satisfactory to COLT of such filing, to COLT on or prior to the tenth day after the Series 2007-SN1 Closing Date. (iii) Other Documents. On the Series 2007-SN1 Closing Date, the Seller shall provide such other documents as COLT may reasonably request. (e) Reserve Account Initial Deposit. On the Series 2007-SN1 Closing Date, the Seller shall cause COLT, LLC to deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. (f) Other Transactions. The transactions contemplated by the Secured Notes Transfer and Administration Agreements shall be consummated to the extent that such transactions are intended to be substantially contemporaneous with the transactions hereunder. SECTION 5.02 Conditions to Obligation of the Seller. The obligation of the Seller to sell the Series 2007-SN1 Lease Assets to COLT hereunder or pursuant to the COLT 2007-SN1 Lease Assets Assignment is subject to the satisfaction of the following conditions: (a) Representations and Warranties True. The representations and warranties of COLT hereunder shall be true and correct as of the Series 2007-SN1 Closing Date with respect to the Series 2007-SN1 Lease Assets, and COLT shall have performed all obligations to be performed by it hereunder or pursuant to the COLT 2007-SN1 Lease Assets Assignment on or prior to the closing hereunder. (b) Delivery of COLT 2007-SN1 Secured Notes. On the Series 2007-SN1 Closing Date, COLT shall deliver, or cause the COLT Indenture Trustee to deliver, the COLT 2007-SN1 Secured Notes to the CARAT Indenture Trustee in accordance with Section 2.2(d) of the COLT Indenture, as provided in Section 2.02. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.01 Amendment. (a) This Agreement may be amended by the Seller and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision of this Agreement, or (iii) to add, change or eliminate any other provision of this Agreement in any manner that shall not adversely affect in any material respect the interests of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder. (b) This Agreement may also be amended from time to time by the Seller and COLT with the consent of the COLT 2007-SN1 Certificateholder, if the COLT 2007-SN1 Certificateholder is any Person other than GMAC or an Affiliate of GMAC, and the Holders of a majority of the then Outstanding Amount of the COLT 2007-SN1 Secured Notes, which consent, whether given pursuant to this Section 6.01 or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future Holders of the COLT 2007-SN1 Certificates and COLT 2007-SN1 Secured Notes for the purpose of adding any provisions to this Agreement or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the COLT 2007-SN1 Certificateholder or COLT 2007-SN1 Secured Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 2007-SN1 Lease Assets or distributions that shall be required to be made on any COLT 2007-SN1 Secured Note, or (ii) reduce the percentage in this Section 6.01 required to consent to any action or amendment, without the consent of all of the Holders of the COLT 2007-SN1 Secured Notes then outstanding. (c) If any Rated Notes are outstanding, prior to the execution of any amendment or consent pursuant to Section 6.01(a) or (b), the Servicer shall furnish written notice of the substance of such amendment or consent to the Rating Agencies. (d) Promptly after the execution of any amendment or consent pursuant to Section 6.01(a) or (b), the COLT Owner Trustee shall furnish a copy of such amendment or consent to each COLT 2007-SN1 Secured Noteholder and the COLT 2007-SN1 Certificateholder. (e) It shall not be necessary for the consent of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder pursuant to Section 6.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder provided for in this Agreement) and of evidencing the authorization of the execution thereof by the COLT 2007-SN1 Secured Noteholders and the COLT 2007-SN1 Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or the COLT Owner Trustee may prescribe, including the establishment of record dates. SECTION 6.02 Survival. The representations and warranties of the Seller set forth in Articles III and IV of this Agreement shall remain in full force and effect and shall survive the Series 2007-SN1 Closing Date under Section 2.03 and the closing under the Secured Notes Transfer and Administration Agreements. SECTION 6.03 Notices. All demands, notices and communications upon or to the Seller or COLT or the COLT Owner Trustee under this Agreement shall be delivered, as specified in Part III of Exhibit A to the COLT Servicing Agreement. SECTION 6.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 6.05 Waivers. No failure or delay on the part of COLT in exercising any power, right or remedy under this Agreement or the COLT 2007-SN1 Lease Assets Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. SECTION 6.06 Costs and Expenses. The Seller agrees to pay all reasonable out-of-pocket costs and expenses of COLT, including fees and expenses of counsel, in connection with the perfection as against third parties of COLT's right, title and interest in, to and under the Series 2007-SN1 Lease Assets and the enforcement of any obligation of the Seller hereunder. SECTION 6.07 Confidential Information. COLT agrees that it shall neither use nor disclose to any person the names and addresses of the Lessees, except in connection with the enforcement of COLT's rights hereunder, under the Program Leases, under any Secured Notes Transfer and Administration Agreements or as required by law. SECTION 6.08 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. SECTION 6.09 Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. SECTION 6.10 No Petition Covenant. Notwithstanding any prior termination of this Agreement, the Seller shall not, prior to the date which is one year and one day after the final distribution with respect to the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder, as applicable, acquiesce, petition or otherwise invoke or cause COLT to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against COLT under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of COLT or any substantial part of its property, or ordering the winding up or liquidation of the affairs of COLT. SECTION 6.11 Limitations on Rights of Others. The provisions of this Agreement and the COLT 2007-SN1 Lease Assets Assignment are solely for the benefit of the Seller, COLT and the Interested Parties, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in, under, or in respect of this Agreement or any covenants, conditions or provisions contained herein. SECTION 6.12 Series Liabilities. It is expressly understood and agreed by the Seller and any other Interested Party that Series 2007-SN1 is a separate series of COLT as provided in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct records shall be maintained for Series 2007-SN1 Lease Assets and the Trust Assets associated with Series 2007-SN1 Lease Assets shall be held and accounted for separately from the other assets of COLT or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series 2007-SN1 Lease Assets, including the COLT 2007-SN1 Secured Notes and the obligations of COLT to the Seller and any other Interested Party under this COLT Sale and Contribution Agreement, shall be enforceable against the Series 2007-SN1 Lease Assets only, and not against COLT generally or the assets securing any other Series of Secured Notes. SECTION 6.13 Limitation of Liability. (a) It is expressly understood and agreed by the parties hereto that (a) this COLT Sale and Contribution Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of COLT, (b) each of the representations, undertakings and agreements herein made on the part of COLT is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of COLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by COLT under this COLT Sale and Contribution Agreement or the other COLT 2007-SN1 Basic Documents. SECTION 6.14 Merger and Consolidation of the Seller. Any corporation, limited liability company or other entity (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Seller shall be a party, or (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by GMAC or General Motors, which corporation or entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement and the other COLT 2007-SN1 Basic Documents, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Seller shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 6.14 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the COLT Indenture Trustee and the COLT Owner Trustee. SECTION 6.15 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this COLT Sale and Contribution Agreement may be assigned by the Seller without the consent of any other Person to a corporation limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Seller, or that more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or GMAC, provided that such entity executes an agreement of assumption as provided in Section 4.02 of the COLT Servicing Agreement. IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date and year first above written. GMAC LLC By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact EXHIBIT A FORM OF COLT 2007-SN1 LEASE ASSETS ASSIGNMENT PURSUANT TO SALE AND CONTRIBUTION AGREEMENT For value received, in accordance with the COLT Sale and Contribution Agreement, dated as of June 7, 2007 (the "COLT Sale and Contribution Agreement"), between GMAC LLC, a Delaware limited liability company (together with its successors thereto and assigns thereof, "GMAC," and GMAC is referred to as the "Seller" in its capacity as seller of the Series 2007-SN1 Lease Assets), and Central Originating Lease Trust, a Delaware statutory trust ("COLT"), the Seller does hereby sell, assign, transfer and otherwise convey to COLT, without recourse (except as specifically provided in the COLT 2007-SN1 Basic Documents): (i) all right, title and interest of the Seller in, to and under the Series 2007-SN1 Lease Assets listed on the Series 2007-SN1 Lease Assets Schedule attached as Schedule A to the COLT Sale and Contribution Agreement (including the Beneficial Interest in each Vehicle related thereto) and all monies due thereunder on and after the Cutoff Date and, with respect to the related Vehicles, to the extent permitted by law, all accessions thereto; (ii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Vehicles or Lessees related to the Series 2007-SN1 Lease Assets; (iii) the interest of the Seller in any proceeds from recourse against Dealers on the Series 2007-SN1 Lease Assets; (iv) all right, title and interest of the Seller in, to and under the COLT 2007-SN1 Lease Assets Assignment; (v) all right, title and interest of the Seller in, to and under the VAULT Trust Agreement (solely with respect to the Vehicles related to the Series 2007-SN1 Lease Assets); and (vi) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (clauses (i) through (vi) collectively, the "Sold Assets"). It is the intention of the Seller and COLT that the transfer and assignment of the Sold Assets contemplated by this COLT 2007-SN1 Lease Assets Assignment shall constitute a sale of the Sold Assets from the Seller to COLT and the beneficial interest in and title to the Sold Assets shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The foregoing transfer and assignment of the Sold Assets contemplated by this COLT 2007-SN1 Lease Assets Assignment does not constitute and is not intended to result in any assumption by COLT of any obligation of the undersigned to the Lessees, Dealers, insurers or any other Person in connection with the Series 2007-SN1 Lease Assets, any Supplemental Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them. 1 THIS COLT 2007-SN1 LEASE ASSETS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS COLT 2007-SN1 LEASE ASSETS ASSIGNMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. This COLT 2007-SN1 Lease Assets Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the COLT Sale and Contribution Agreement and is to be governed by the COLT Sale and Contribution Agreement. The Seller and COLT hereby acknowledge that the Aggregate Initial ABS Value for the Series 2007-SN1 Lease Assets assigned hereunder is $ ________________. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the COLT Sale and Contribution Agreement. [Remainder of page intentionally left blank] IN WITNESS WHEREOF, the undersigned has caused this COLT 2007-SN1 Lease Assets Assignment to be duly executed as of the date first above written. GMAC LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- 1 SCHEDULE A The Series 2007-SN1 Lease Assets Schedule is on file at the offices of: 1. The COLT Indenture Trustee 2. The COLT Owner Trustee 3. GMAC LLC 1 SCHEDULE B PERFECTION REPRESENTATIONS 1. While it is the intention of GMAC and COLT that the transfer and assignment contemplated by the COLT Sale and Contribution Agreement and the COLT 2007-SN1 Lease Assets Assignment shall constitute the sale of each Series 2007-SN1 Lease Asset and the other Sold Assets from GMAC to COLT, the COLT Sale and Contribution Agreement and the COLT Indenture create a valid and continuing security interest (as defined in the applicable UCC) in each Series 2007-SN1 Lease and the other Sold Assets (other than the Vehicles related to the Series 2007-SN1 Leases) in favor of COLT and the COLT Indenture Trustee, respectively, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from GMAC and COLT, respectively. 2. Within ten days after the Series 2007-SN1 Closing Date, all steps necessary to perfect COLT's security interest against the account debtor in the Series 2007-SN1 Leases that constitute chattel paper will have been taken. 3. Prior to the pledge of the Series 2007-SN1 Leases to the COLT Indenture Trustee under the COLT Indenture, the Series 2007-SN1 Leases constitute "tangible chattel paper," "payment intangibles," "instruments," "certificated securities" or "uncertificated securities" within the meaning of the applicable UCC. 4. COLT owns and has good and marketable title to the Series 2007-SN1 Lease Assets and the other Sold Assets free and clear of any Lien, claim or encumbrance of any Person, other than the Lien of the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders as set forth in the COLT Indenture. 5. GMAC has caused or will have caused, within ten days after the Series 2007-SN1 Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Series 2007-SN1 Leases and the other Sold Assets (other than the related Vehicles) granted to COLT under the COLT Sale and Contribution Agreement and the COLT Indenture Trustee under the COLT Indenture. 6. Other than the sale by GMAC to COLT pursuant to the COLT Sale and Contribution Agreement and the security interests granted by COLT to the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders, under the COLT Indenture, neither GMAC nor COLT has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Series 2007-SN1 Lease Assets or the other Sold Assets. Neither GMAC nor COLT has authorized the filing of, or is aware of, any financing statements against GMAC or COLT that include a description of collateral covering the Series 2007-SN1 Lease Assets or the other Sold Assets, other than the financing statements relating to the interests granted to COLT under the COLT Sale and Contribution Agreement and to the COLT Indenture Trustee and the COLT 2007-SN1 Secured Noteholders under the COLT Indenture or any financing statement that has been terminated. Neither GMAC nor COLT is aware of any judgment or tax lien filings against GMAC or COLT covering the Series 2007-SN1 Lease Assets or the other Sold Assets. 1 7. GMAC, as Custodian, has in its possession the original copies of the Series 2007-SN1 Lease Asset Files and other documents that constitute or evidence the Series 2007-SN1 Leases. The Series 2007-SN1 Lease Asset Files and other documents that constitute or evidence the Series 2007-SN1 Leases do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than COLT. EX-99.14 16 k15931exv99w14.txt SERVICING AGREEMENT EXHIBIT NO. 99.14 COLT 2007-SN1 SERVICING AGREEMENT AMONG CENTRAL ORIGINATING LEASE TRUST, GMAC LLC, AS SERVICER AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS COLT INDENTURE TRUSTEE DATED AS OF JUNE 7, 2007 TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS.................................................... 1 SECTION 1.01 Definitions.............................................. 1 ARTICLE II ADMINISTRATION AND SERVICING OF LEASE ASSETS.................. 1 SECTION 2.01 Duties of the Servicer................................... 1 SECTION 2.02 Collection of Series 2007-SN1 Lease Payments and Pull Ahead Payments........................................... 3 SECTION 2.03 Collection and Application of Security Deposits.......... 4 SECTION 2.04 Voluntary Early Terminations............................. 5 SECTION 2.05 Realization Upon Defaulted Series 2007-SN1 Lease Assets.. 5 SECTION 2.06 Scheduled Expiration of Series 2007-SN1 Leases........... 5 SECTION 2.07 Payment and Reimbursement of Liquidation Expenses........ 6 SECTION 2.08 Maintenance of Insurance Policies........................ 6 SECTION 2.09 Maintenance of Enforceable Ownership Interest, Beneficial Ownership Interest and Security Interest in the Related Vehicles................................................. 6 SECTION 2.10 Custody of Lease Files................................... 6 SECTION 2.11 Waivers, Modifications and Extensions on the Series 2007-SN1 Lease Assets.................................... 7 SECTION 2.12 Covenants, Representations and Warranties of Servicer.... 8 SECTION 2.13 Purchase of Series 2007-SN1 Lease Assets Upon Breach of Covenant................................................. 9 SECTION 2.14 Basic Servicing Fees; Additional Servicing Fees; Supplemental Servicing Fees; Payment of Certain Expenses by Servicer.............................................. 10 SECTION 2.15 Servicer's Certificate................................... 11 SECTION 2.16 Annual Statement as to Compliance; Notice of Servicer Default.................................................. 12 SECTION 2.17 Annual Report of Assessment of Compliance with Servicing Criteria................................................. 13 SECTION 2.18 Access to Certain Documentation and Information Regarding Series 2007-SN1 Lease Assets............................. 13 SECTION 2.19 Series 2007-SN1 Lease Assets Schedule.................... 13 SECTION 2.20 Additional Servicer Duties............................... 14 SECTION 2.21 Transfers of Legal Title to Vehicle...................... 15 ARTICLE III ESTABLISHMENT OF ACCOUNTS; DISTRIBUTIONS..................... 15 SECTION 3.01 Establishment of COLT Collection Account and Payment Ahead Servicing Account.................................. 15
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PAGE ---- SECTION 3.02 Reserve Account.......................................... 18 SECTION 3.03 Distributions............................................ 19 SECTION 3.04 COLT Collections......................................... 21 SECTION 3.05 Application of COLT Collections.......................... 21 SECTION 3.06 Advances................................................. 22 ARTICLE IV THE SERVICER.................................................. 23 SECTION 4.01 Liability of Servicer; Indemnities....................... 23 SECTION 4.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer............................. 24 SECTION 4.03 Limitation on Liability of Servicer and Others........... 25 SECTION 4.04 Delegation of Duties..................................... 26 SECTION 4.05 Servicer Not to Resign................................... 26 ARTICLE V SERVICER DEFAULTS.............................................. 26 SECTION 5.01 Servicer Defaults........................................ 26 SECTION 5.02 Consequences of a Servicer Default....................... 27 SECTION 5.03 COLT Indenture Trustee to Act; Appointment of Successor.. 28 SECTION 5.04 Notification to the Series 2007-SN1 Further Holders and the Rating Agencies...................................... 28 SECTION 5.05 Waiver of Past Servicer Defaults......................... 29 SECTION 5.06 Repayment of Outstanding Advances........................ 29 ARTICLE VI OPTIONAL PURCHASE; TERMINATION................................ 29 SECTION 6.01 Optional Repurchase of All Series 2007-SN1 Lease Assets.. 29 SECTION 6.02 Termination of Agreement................................. 29 ARTICLE VII MISCELLANEOUS PROVISIONS..................................... 30 SECTION 7.01 Amendment................................................ 30 SECTION 7.02 Protection of Title to COLT.............................. 31 SECTION 7.03 Notices.................................................. 32 SECTION 7.04 Governing Law............................................ 32 SECTION 7.05 Severability of Provisions............................... 32 SECTION 7.06 Third-Party Beneficiaries................................ 32 SECTION 7.07 Headings................................................. 32 SECTION 7.08 Binding Effect........................................... 32 SECTION 7.09 Execution in Counterparts................................ 32 SECTION 7.10 Rights Cumulative........................................ 32
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PAGE ---- SECTION 7.11 Further Assurances....................................... 33 SECTION 7.12 No Waiver................................................ 33 SECTION 7.13 Series Liabilities....................................... 33 SECTION 7.14 No Bankruptcy Petition................................... 33 SECTION 7.15 Limitation of Liability.................................. 33 SECTION 7.16 Assignment............................................... 34 SECTION 7.17 Information to Be Provided by the COLT Indenture Trustee.................................................. 34
-iii- EXHIBITS EXHIBIT A COLT Series Definitions EXHIBIT B Form of COLT Custodian Agreement EXHIBIT C Form of COLT Pull Ahead Funding Agreement COLT 2007-SN1 SERVICING AGREEMENT THIS COLT 2007-SN1 SERVICING AGREEMENT, dated as of June 7, 2007 (this "COLT Servicing Agreement" or this "Agreement"), is between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), GMAC LLC, a Delaware limited liability company ("GMAC"), as servicer (the "Servicer"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., national banking association organized under the laws of the United States of America, as COLT Indenture Trustee (the "COLT Indenture Trustee"). WHEREAS, Deutsche Bank Trust Company Delaware, as COLT Owner Trustee (the "COLT Owner Trustee") has entered into the Declaration of Trust, dated as of December 13, 2006, acknowledged, accepted and agreed by Central Originating Lease, LLC, a Delaware limited liability company ("COLT, LLC"), as Residual Certificateholder (as amended, modified or otherwise supplemented from to time, the "Declaration of Trust"); WHEREAS, the COLT Owner Trustee and COLT, LLC, as the Residual Certificateholder, are entering into a COLT 2007-SN1 Supplement to the Declaration of Trust, dated as of the date hereof, to segregate the Series 2007-SN1 Lease Assets into a separate Series under the Declaration of Trust; WHEREAS, COLT and the COLT Indenture Trustee are entering into the COLT Indenture, dated as of the date hereof, to provide for the issuance of the COLT 2007-SN1 Secured Notes; WHEREAS, the parties desire to enter into this Agreement to provide for, among other things, the servicing of Series 2007-SN1 Lease Assets by the Servicer; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Definitions. Capitalized terms used in this Agreement are defined in and shall have the meanings assigned to them in the COLT Series Definitions attached as Exhibit A, or if not defined therein, shall have the meanings assigned to them in the COLT Program Definitions attached as Exhibit I to the Declaration of Trust. All references herein to "this Agreement" are to this COLT Servicing Agreement as it may be amended, supplemented or otherwise modified from time to time. ARTICLE II ADMINISTRATION AND SERVICING OF LEASE ASSETS SECTION 2.01 Duties of the Servicer. (a) The Servicer is hereby authorized to act as agent for COLT and in such capacity shall manage, service, administer and make collections on and dispositions of the Series 2007-SN1 Lease Assets in accordance with this Agreement with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable automotive leases that it services for itself or others. Each of the COLT 2007-SN1 Secured Noteholders and the COLT 2007-SN1 Certificateholder, by acceptance of a COLT 2007-SN1 Secured Note or the COLT 2007-SN1 Certificate, as the case may be, authorizes the Servicer to service, administer and make payments on its COLT 2007-SN1 Secured Note or its COLT 2007-SN1 Certificate as provided herein. The Servicer hereby accepts such appointment and authorization and agrees to perform the duties of Servicer set forth herein and in any other COLT 2007-SN1 Basic Document to which the Servicer is a party with respect to the Series 2007-SN1 Lease Assets, the COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificates. (b) The Servicer's duties shall include collecting and posting of all payments, responding to inquiries of Lessees, remarketing returned Vehicles, investigating delinquencies, sending billing statements or coupon books to Lessees, reporting required tax information (if any) to Lessees, policing the Vehicles, monitoring the status of insurance policies with respect to the Lessees and the Vehicles, accounting for collections and furnishing monthly and annual statements to COLT with respect to distributions, generating federal income tax information, giving, on a timely basis, any required notices or instructions to the COLT Owner Trustee under the Declaration of Trust, giving any required instructions to VAULT under the VAULT Trust Agreement and performing the other duties specified herein or in any other COLT 2007-SN1 Basic Document. Subject to the provisions of this Agreement, the Servicer shall follow its Customary Servicing Practices and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administering and collecting that it may deem necessary or desirable. (c) Without limiting the generality of the foregoing, the Servicer is hereby designated by COLT as the true and lawful attorney and agent for and on behalf of COLT, with full power and authority to perform any and all acts related to managing, servicing, administering and collecting any part of the COLT 2007-SN1 Trust Estate and any and all acts otherwise required or permitted to be performed by the Servicer under this Agreement and the other COLT 2007-SN1 Basic Documents and is hereby authorized and empowered by COLT to execute and deliver, in its own name or on behalf of COLT, or both of them, as the case may be, any and all instruments of satisfaction, extension or cancellation, or of partial release or discharge, and all other comparable instruments, with respect to Series 2007-SN1 Lease Assets. The Servicer also has the right, power and authority to designate in writing other Persons as true and lawful attorneys and agents for and on behalf of COLT to do anything that the Servicer has the power to do under this Agreement or the other COLT 2007-SN1 Basic Documents; provided, however, that notwithstanding any such designation, the Servicer shall remain liable for the performance of the duties and obligations of the Servicer hereunder and thereunder. (d) In addition, the Servicer shall have the full power and authority to do or cause to be done any and all things in connection with the servicing and administration of the Series 2007-SN1 Lease Assets that the Servicer may deem necessary or desirable in connection with arranging for the sale or other liquidation of the Vehicles upon its receipt of possession thereof. In connection with any such sale or other liquidation of any such Vehicle, other than any sale directly or indirectly of such Vehicle to the related Lessee in accordance with the related Series 2007-SN1 Lease, the Servicer shall use commercially reasonable efforts to maximize the Sale Proceeds received in connection with the sale or other liquidation of any such Vehicle; provided, Servicing Agreement (COLT 2007-SN1) however, that the Servicer shall have no liability to COLT or the Series 2007-SN1 Further Holders in connection with any sale or other liquidation of a Vehicle related to a Series 2007-SN1 Lease Asset to the extent the Servicer arranges for such sale or other liquidation of such Vehicle in accordance with its Customary Servicing Practices. (e) The Servicer is hereby authorized to commence, in its own name or in the name of COLT, a legal proceeding to enforce a defaulted Series 2007-SN1 Lease Asset as contemplated by Section 2.05, to enforce all obligations of COLT under this Agreement and the other COLT 2007-SN1 Basic Documents or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a Series 2007-SN1 Lease Asset. If the Servicer commences or participates in such a legal proceeding in its own name, COLT shall thereupon be deemed to have automatically assigned such Series 2007-SN1 Lease Asset to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is hereby authorized and empowered by COLT to execute and deliver in the Servicer's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. COLT shall furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties under this Agreement and the other COLT 2007-SN1 Basic Documents. If in any enforcement suit or legal proceeding it is held that the Servicer may not enforce a Series 2007-SN1 Lease Asset on the grounds that it is not a real party in interest or a holder entitled to enforce such Series 2007-SN1 Lease Asset, the COLT Owner Trustee shall, at the Servicer's expense, take such steps as the Servicer deems necessary to enforce such Series 2007-SN1 Lease Asset, including bringing such suit or proceeding in the COLT Owner Trustee's name. SECTION 2.02 Collection of Series 2007-SN1 Lease Payments and Pull Ahead Payments. (a) The Servicer shall make commercially reasonable efforts to collect all payments called for under the terms and provisions of the Series 2007-SN1 Leases as and when the same shall become due in accordance with the Servicer's Customary Servicing Practices; provided, however, that any waiver, extension or modification of the terms of any Series 2007-SN1 Lease shall be granted by the Servicer solely (i) pursuant to a Pull Ahead Program in accordance and upon full compliance with the COLT Pull Ahead Funding Agreement, which shall be substantially in the form attached as Exhibit C hereto, or (ii) in accordance with Section 2.11; and provided, further, that the Servicer shall have no obligation to collect any payments required under any Administrative Lease Asset or Warranty Lease Asset following COLT's receipt of the related Administrative Purchase Payment or Warranty Payment, as applicable. (b) If GMAC, in its capacity as agent for General Motors, or General Motors institutes a Pull Ahead Program, the Servicer shall permit a Lessee under a Series 2007-SN1 Lease Asset to participate in such Pull Ahead Program, and the Servicer shall modify such Series 2007-SN1 Lease by accepting the Pull Ahead Payment from GMAC in lieu of receiving all or a portion of the remaining Monthly Lease Payments from the related Lessee, if, (but only if) the conditions to participation specified in the proviso to the first sentence of Section 2.01 of the COLT Pull Ahead Funding Agreement have been satisfied. On the first business day of each Collection Period, the Servicer (if the Servicer is not GMAC) shall notify the Pull Ahead Agent of the identity of all Series 2007-SN1 Lease Assets that have become Pull Ahead Lease Assets during the immediately preceding Collection Period and the total amount of Pull Ahead Payments paid and remaining to be paid with respect to each such Pull Ahead Lease Asset. If GMAC, as agent for General Motors, does not timely deposit all Pull Ahead Payments in the Collection Account, the Servicer (including any successor servicer) shall use commercially reasonable efforts to collect any such unpaid Pull Ahead Payments. Consistent with the foregoing, only the Servicer (or any replacement servicer or delegate of the Servicer) shall be entitled to modify the Series 2007-SN1 Lease related to any Pull Ahead Lease Asset; provided, however, that any such modification shall be subject to and consistent with the provisions of this Agreement. Consistent with the foregoing, and notwithstanding anything to the contrary contained in this Agreement (including Section 4.04) or any other COLT 2007-SN1 Basic Document, General Motors shall have no right (and the Servicer shall not allow General Motors) to waive, extend or modify any provision of any Series 2007-SN1 Lease whether in connection with a Pull Ahead Program or otherwise. In connection with any Pull Ahead Lease Asset, the Servicer shall charge the related Lessee any applicable Excess Wear and Excess Mileage Charges in accordance with the related Series 2007-SN1 Lease and the Servicer's Customary Servicing Practices, and the Servicer shall deposit any amounts received from the related Lessee on account thereof into the COLT Collection Account in accordance with Section 3.04. (c) Upon the return of a Vehicle to a Dealer following the expiration or termination of the related Series 2007-SN1 Lease, the Servicer shall cause the Dealer or an independent third party to inspect such Vehicle to ascertain whether Excess Wear and Excess Mileage Charges are due and whether there is a need for any repairs, and shall cause the Dealer or an independent third party to deliver a vehicle condition report to the Servicer. The Servicer shall require the Lessee to pay the Excess Wear and Excess Mileage Charges for each Vehicle in accordance with the terms of the applicable Series 2007-SN1 Lease. SECTION 2.03 Collection and Application of Security Deposits. (a) The Servicer shall separately account for any Security Deposit related to the Series 2007-SN1 Lease Assets remitted to it or to COLT as agent and bailee for COLT, and shall apply the proceeds of such Security Deposits in accordance with applicable law, its Customary Servicing Practices and the Series 2007-SN1 Leases, including that the Servicer shall use the Security Deposit in respect of any defaulted Series 2007-SN1 Lease for the payment of any amount resulting from the related Lessee's default or failure to pay all amounts required to be paid under such Series 2007-SN1 Lease and any Excess Wear and Excess Mileage Charges. (b) In any Collection Period in which a Series 2007-SN1 Lease becomes a Liquidating Lease Asset, the Servicer shall deposit into the COLT Collection Account in accordance with Section 3.04, to the extent permitted by such Series 2007-SN1 Lease and applicable law, an amount equal to the lesser of (i) the related Security Deposit and (ii) any amount to which the related Security Deposit shall apply in accordance with such Series 2007-SN1 Lease and applicable law, and such amount shall become part of the COLT Collections on such Series 2007-SN1 Lease Asset for such Collection Period. The remainder of the related Security Deposit for any such Series 2007-SN1 Lease Asset, after the deposit of the amounts, if any, referenced in the preceding sentence, shall be returned to the related Lessee by the Servicer; provided, however, that the Servicer may separately account for a Security Deposit (including any interest therein) until the Lessee has repaid all other charges owed under such Series 2007-SN1 Lease. As additional servicing compensation and as part of its Supplemental Servicing Fee, the Servicer shall also be entitled to the earnings from the investment of Security Deposits retained as and to the extent permitted by applicable law and the applicable Series 2007-SN1 Lease and to the extent not required to be paid to the Lessees. SECTION 2.04 Voluntary Early Terminations. If under any Series 2007-SN1 Lease the Lessee exercises its option to terminate such Series 2007-SN1 Lease prior to its Scheduled Lease End Date, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to the related Vehicle to the Person purchasing the related Vehicle. If neither the Lessee nor the Dealer purchases the related Vehicle, the Servicer shall, as soon as reasonably practicable, consign such Vehicle to a motor vehicle wholesale or retail dealer for resale, sell such Vehicle at a private or public sale or take other commercially reasonable actions in order to dispose of such Vehicle. In connection with the sale of any Vehicle in accordance with this Section 2.04, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the purchaser thereof. SECTION 2.05 Realization Upon Defaulted Series 2007-SN1 Lease Assets. The Servicer shall use commercially reasonable efforts, consistent with its Customary Servicing Practices, to repossess or otherwise comparably gain control of any Vehicle that it has reasonably determined should be repossessed or otherwise controlled following a default under the related Series 2007-SN1 Lease. The Servicer shall follow its Customary Servicing Practices, which practices, policies and procedures may include, among other things, exercising commercially reasonable efforts to realize upon any recourse to any Dealers, consigning a Vehicle to a motor vehicle wholesale or retail dealer for resale, selling such Vehicle at a public or private sale and taking other actions in order to realize upon such Series 2007-SN1 Lease and/or Vehicle. The Servicer is authorized to commence legal proceedings with respect to a Lease Asset in its own name or in the name of COLT. In connection with the sale of any Vehicle in accordance with this Section 2.05, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the purchaser thereof. The Servicer is hereby authorized to exercise its discretion consistent with its Customary Servicing Practices and the terms of the COLT 2007-SN1 Basic Documents, in servicing the Liquidating Lease Assets so as to maximize the net collection of those Liquidating Lease Assets, including the discretion to choose to sell or not to sell any of the Liquidating Lease Assets on behalf of COLT. SECTION 2.06 Scheduled Expiration of Series 2007-SN1 Leases. At the Scheduled Lease End Date for each Series 2007-SN1 Lease (or, with respect to any Extended Lease, the date to which such Scheduled Lease End Date has been extended), if the Lessee elects to exercise its option under such Lease to purchase the related Vehicle, the Servicer shall determine whether the Dealer that originated such Lease or COLT will sell the Vehicle to the Lessee. If the Dealer is to sell the Vehicle to the Lessee, upon receipt of the purchase price for such Vehicle from the Dealer and upon direction from the Dealer, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the Lessee. If COLT is to sell the Vehicle to the Lessee, upon receipt of the Lessee Purchase Amount, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the Lessee. If the Lessee does not exercise its option to purchase the related Vehicle at the Scheduled Lease End Date (or, with respect to any Extended Lease, the date to which such Scheduled Lease End Date has been extended), the Servicer shall determine if a Dealer will purchase such Vehicle. If a Dealer elects to purchase the related Vehicle, upon receipt of the purchase price for such Vehicle from the Dealer, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to such Dealer. If neither the Lessee nor a Dealer purchases the related Vehicle, the Servicer shall, as soon as reasonably practicable, consign such Vehicle to a wholesale or retail motor vehicle dealer for resale, sell such Vehicle at a private or public sale or take other commercially reasonable actions in order to dispose of such Vehicle. In connection with the sale of any Vehicle in accordance with this Section 2.06, the Servicer shall, on behalf of COLT, give instructions to VAULT to convey title to such Vehicle to the purchaser thereof. SECTION 2.07 Payment and Reimbursement of Liquidation Expenses. (a) In connection with the repossession or sale of any Vehicle, the Servicer shall be entitled, if such Vehicle shall have sustained any damage, to expend funds in connection with any repair or towards the repossession of such Vehicle if it has determined in its discretion that such repair and/or repossession shall increase the proceeds of liquidation of the Vehicle and related Series 2007-SN1 Lease by an amount greater than the amount of such expenses. (b) The Servicer shall be entitled to be reimbursed for the amount of any Liquidation Expenses it has paid with respect to each Series 2007-SN1 Lease Asset at such time as the related Vehicle has been sold or otherwise disposed of by the Servicer in accordance with Section 3.03(b)(iii). SECTION 2.08 Maintenance of Insurance Policies. The Servicer shall, in accordance with its Customary Servicing Practices, require that each Lessee shall have obtained all insurance required to be obtained by the Lessee under the applicable Series 2007-SN1 Lease. The Servicer shall, in accordance with its Customary Servicing Practices, monitor such insurance with respect to such Series 2007-SN1 Lease. If a Lessee under any Series 2007-SN1 Lease Asset fails to obtain or maintain any insurance required under the related Series 2007-SN1 Lease, the Servicer shall act in accordance with its Customary Servicing Practices. SECTION 2.09 Maintenance of Enforceable Ownership Interest, Beneficial Ownership Interest and Security Interest in the Related Vehicles. The Servicer shall, in accordance with its Customary Servicing Practices, take such steps as are necessary to (a) establish and maintain the enforceable ownership interest of VAULT in the Vehicles related to the Series 2007-SN1 Lease Assets in accordance with the VAULT Trust Agreement, (b) establish and maintain COLT's beneficial ownership interest in the Vehicles related to the Series 2007-SN1 Lease Assets in accordance with the VAULT Trust Agreement and (c) establish and maintain the perfection of the COLT 2007-SN1 Secured Noteholders' security interest in the Vehicles related to the Series 2007-SN1 Lease Assets. Each COLT 2007-SN1 Secured Noteholder hereby authorizes the Servicer to re-perfect such security interest on its behalf as may be needed from time to time. SECTION 2.10 Custody of Lease Files. Simultaneously with the execution and delivery of this Agreement, COLT shall enter into the COLT Custodian Agreement with the COLT Custodian pursuant to which COLT shall revocably appoint the COLT Custodian, and the COLT Custodian shall accept such appointment, to act as the agent of COLT as COLT Custodian of the following documents or instruments, which shall be constructively delivered to COLT with respect to each Series 2007-SN1 Lease Asset on behalf of the COLT 2007-SN1 Secured Noteholders: (a) the fully executed original of such Series 2007-SN1 Lease; (b) documents evidencing or related to any insurance policy covering the related Vehicle; (c) the original application of each Lessee, fully executed by each Lessee on a form that meets GMAC's customary origination standards; (d) where permitted by law, the original certificate of title (as soon as it is received) and otherwise such documents, if any, that GMAC keeps on file in accordance with its customary procedures indicating that title to the Vehicle is in the name of VAULT and an interest as first lienholder or secured party is in the name of GMAC; and (e) any and all other documents that GMAC keeps on file in accordance with its customary procedures relating to any Series 2007-SN1 Lease, Lessee or related Vehicle, including any written modifications or extensions. SECTION 2.11 Waivers, Modifications and Extensions on the Series 2007-SN1 Lease Assets. (a) The Servicer may, in its discretion and in accordance with its Customary Servicing Practices: (i) waive any late payment charge or penalty interest provision or any other provision of any Series 2007-SN1 Lease; (ii) extend the term of any Series 2007-SN1 Lease and/or the due date for any payment due from the Lessee thereunder; (iii) modify any provision of any Series 2007-SN1 Lease; (iv) accept extended performance under any Series 2007-SN1 Lease; and (v) take any other action to waive, extend or modify any of the obligations of the Lessee under any Series 2007-SN1 Lease; provided, however, that the Servicer shall not grant any such waiver, extension or modification or take any other action if such waiver, extension, modification or other action would (A) impair the enforceable ownership interest of VAULT, the beneficial ownership interest of COLT, the Lien of the COLT 2007-SN1 Secured Noteholders in the related Vehicle or the Lien of the COLT Indenture Trustee for the ratable benefit of the COLT 2007-SN1 Secured Noteholders in such Series 2007-SN1 Lease, (B) reduce the aggregate dollar amount of the Monthly Lease Payments due under any Series 2007-SN1 Lease Asset, (C) extend the term of any Series 2007-SN1 Lease Asset beyond the last day of the sixth Collection Period immediately preceding the Final Maturity Date of the related COLT 2007-SN1 Secured Note, or (D) modify the amounts due from the Lessee upon the termination of any Series 2007-SN1 Lease, except that the Servicer may reduce the Lessee Purchase Amount under any Series 2007-SN1 Lease Asset to the extent that the Servicer has determined, in its discretion, that the reduction of such Lessee Purchase Amount is reasonably likely to maximize the Sale Proceeds received by the Servicer in connection with the sale or other liquidation of the related Vehicle; and provided, further, that the foregoing provisions shall not prohibit the Servicer's waiver of the Lessee's payment of all or a portion of the remaining Monthly Lease Payments with respect to any Pull Ahead Lease Asset pursuant to Section 2.02(b). (b) Notwithstanding any waiver, extension, modification or other action taken by the Servicer with respect to a Series 2007-SN1 Lease in accordance with Section 2.11(a), the Servicer may (but shall not be obligated to) make Monthly Payment Advances and Residual Advances in accordance with Section 3.06 and shall calculate the ABS Value of such Series 2007-SN1 Lease Asset as if such waiver, extension, modification or other action had not occurred. SECTION 2.12 Covenants, Representations and Warranties of Servicer. (a) The Servicer covenants, with respect to each Series 2007-SN1 Lease Asset, that from and after the Series 2007-SN1 Closing Date: (i) Legal Title to Vehicles. Except as otherwise expressly contemplated by this Agreement and the VAULT Trust Agreement, the Servicer shall maintain VAULT as the legal title holder of the related Vehicles; (ii) No Impairment. The Servicer shall do nothing to impair the rights of COLT or the Series 2007-SN1 Further Holders in and to such Series 2007-SN1 Lease Assets and shall not create or permit to exist on any of the Series 2007-SN1 Lease Asset any Lien that arises from any act or omission of the Servicer or with respect to which the Servicer has any payment liability; provided, however, that the foregoing covenant shall not limit or impair the Servicer's right to receive payments owing to it hereunder, including repayment of Advances made pursuant to the terms hereof; and (iii) Payment of Sales and Use Tax Amounts and other State Tax Covenants. The Servicer shall use commercially reasonable efforts to pay all amounts it has received from the Lessee under such Series 2007-SN1 Lease Asset with respect to Sales and Use Tax Amounts to the applicable taxing authorities as the same shall become due and payable under applicable law. Upon having actual knowledge of any Lien of any applicable State taxing authority upon such Series 2007-SN1 Lease Asset, the Servicer shall use commercially reasonable efforts to cause any such Series 2007-SN1 Lease Asset to be released from such Lien. (b) The Servicer hereby represents and warrants as of the Series 2007-SN1 Closing Date: (i) Organization and Good Standing. The Servicer has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and has the power, authority and legal right to service the Series 2007-SN1 Lease Assets; (ii) Due Qualification. The Servicer is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Series 2007-SN1 Lease Assets as required by this Agreement) requires such qualification; (iii) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and each other COLT 2007-SN1 Basic Document to which it is a party and to carry out its terms, and the execution, delivery and performance of this Agreement and each other COLT 2007-SN1 Basic Document to which the Servicer is a party have been duly authorized by the Servicer by all necessary limited liability company action; (iv) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) No Violation. The consummation of the transactions contemplated by this Agreement and each other COLT 2007-SN1 Basic Document to which the Servicer is a party, and the fulfillment of the terms of this Agreement and each other COLT 2007-SN1 Basic Document to which the Servicer is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound, result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument or violate any law or, to the best of the Servicer's knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties; and (vi) No Proceedings. There are no Proceedings pending or, to the Servicer's knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties (A) asserting the invalidity of this Agreement or any other COLT 2007-SN1 Basic Document, (B) seeking to prevent the issuance of the COLT 2007-SN1 Secured Notes or the consummation of any of the transactions contemplated by this Agreement or any other COLT 2007-SN1 Basic Document, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any other COLT 2007-SN1 Basic Document. SECTION 2.13 Purchase of Series 2007-SN1 Lease Assets Upon Breach of Covenant. (a) Upon discovery by the Servicer, the COLT Owner Trustee or any Series 2007-SN1 Further Holder of a breach of any of the covenants set forth in Sections 2.09, 2.11(a) and 2.12(a) that materially and adversely affects any Series 2007-SN1 Lease Asset, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following its discovering or receiving notice of such breach (or, at the Servicer's election, the last day of the first Collection Period so following), the Servicer shall, unless it shall have cured such breach in all material respects, purchase from COLT any Series 2007-SN1 Lease Asset materially and adversely affected by such breach and, on or prior to the related Payment Date, the Servicer shall deposit to the COLT Collection Account the Administrative Purchase Payment, and shall be entitled to receive the Released Administrative Amount, if any. The obligation of the Servicer to purchase any Series 2007-SN1 Lease Asset with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer for such breach available to the Series 2007-SN1 Further Holders or COLT. (b) Upon payment of the Administrative Purchase Payment with respect to any Administrative Lease Asset pursuant to this Section 2.13, COLT shall assign to the Servicer, without recourse, representation or warranty, all of COLT's right, title and interest in and to such Series 2007-SN1 Lease Asset, all monies due thereon, proceeds from insurance policies to the extent relating to such Series 2007-SN1 Lease Asset or the related Lessee and the interests of COLT in rebates of premiums and other amounts relating to insurance policies to the extent relating to such Series 2007-SN1 Lease Asset and any documents relating thereto, such assignment being an assignment outright and not for security; and the Servicer shall thereupon own the same free of all further obligation to COLT and the Series 2007-SN1 Further Holders with respect thereto. The Servicer shall then release its claim for reimbursement of the portion of any Outstanding Advances made with respect to such Administrative Lease Asset. SECTION 2.14 Basic Servicing Fees; Additional Servicing Fees; Supplemental Servicing Fees; Payment of Certain Expenses by Servicer. (a) On each Payment Date, the Servicer (or its designee) shall receive Basic Servicing Fees and Additional Servicing Fees out of the Available Distribution Amount in respect of the Series 2007-SN1 Lease Assets. The Servicer (or its designee) shall receive the Supplemental Servicing Fee from any other amounts on account thereof collected by the Servicer hereunder when and as paid without any obligation to COLT or any Series 2007-SN1 Further Holder and shall have no obligation to deposit any such amount in the COLT Collection Account. To the extent that any amount of Supplemental Servicing Fees shall be held in the COLT Collection Account or any other account established hereunder or under any other COLT 2007-SN1 Basic Document, such amount shall be withdrawn therefrom and paid to the Servicer (or its designee) upon presentation of a certificate signed by a Responsible Officer of the Servicer setting forth, in reasonable detail, the amount of such Supplemental Servicing Fee. (b) The Servicer shall pay from its own funds (including Basic Servicing Fees and Additional Servicing Fees paid to it but excluding any property in the COLT 2007-SN1 Trust Estate) all expenses incurred by it in connection with its activities under this Agreement and the other COLT 2007-SN1 Basic Documents, including (i) fees and expenses of the COLT Owner Trustee under Section 6.9 of the Declaration of Trust and under each Series Supplement, (ii) fees and expenses of the COLT Indenture Trustee under the COLT Indenture, (iii) fees and expenses of the VAULT Trustee under the VAULT Trust Agreement, (iv) fees and disbursements of independent accountants retained in connection with this Agreement, (v) taxes imposed on the Servicer, expenses incurred in connection with distributions and reports by the Servicer or on its behalf to the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder, (vi) any Liquidation Expenses with respect to the Series 2007-SN1 Lease Assets in accordance with Section 2.07(a), and (vii) all other fees and expenses not expressly stated under this Agreement to be for the account of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder; provided, however, that the Servicer shall be entitled to reimbursement in accordance with Sections 2.07(b) and 3.03(b)(iii)(B) for any Liquidation Expenses incurred with respect to the Series 2007-SN1 Lease Assets. SECTION 2.15 Servicer's Certificate. (a) On each Determination Date, the Servicer shall deliver a Servicer's Certificate to the Series 2007-SN1 Further Holders and the Rating Agencies. The Servicer's Certificate shall contain the following information with respect to the Series 2007-SN1 Lease Assets and the COLT 2007-SN1 Secured Notes for the following Payment Date and the related Collection Period: (i) the aggregate amount on deposit in the Payment Ahead Servicing Account, the aggregate amount of Applied Payments Ahead for such Payment Date and the aggregate amount of Payments Ahead as of the last day of the related Collection Period and the change in such amount from the last day of the preceding Collection Period; (ii) the aggregate amount of Outstanding Advances after taking into account all withdrawals and deductions on such Payment Date; (iii) the amount of COLT Collections for the related Collection Period; (iv) the Basic Servicing Fee and Additional Servicing Fee payable to the Servicer with respect to the related Collection Period; (v) the amount, if any, to be withdrawn from the Reserve Account on such Payment Date; (vi) the Reserve Account Available Amount on such Payment Date (after giving effect to any withdrawals to be made on such date) and the Reserve Account Required Amount on such Payment Date; (vii) the number and Aggregate ABS Value of all Series 2007-SN1 Lease Assets at the close of business on the last day of the second preceding Collection Period, the number and Aggregate ABS Value of all Series 2007-SN1 Lease Assets at the close of business on the last day of the related Collection Period and the amount of the Aggregate Noteholders' Principal Distributable Amount for such Payment Date; (viii) updated pool composition information as of the end of the Collection Period, such as weighted average implied lease rate, weighted average life, weighted average remaining term, prepayment amounts, turn-in rates and residual value realization rates; (ix) delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts; (x) the COLT 2007-SN1 Secured Note Rate; (xi) the aggregate Secured Note Monthly Accrued Interest for the related Collection Period; (xii) the Aggregate Secured Note Interest Distributable Amount for such Payment Date; (xiii) the Secured Note Principal Distributable Amount for such Payment Date; (xiv) the Aggregate Secured Note Principal Balance of the COLT 2007-SN1 Secured Notes after giving effect to all distributions to be made on such Payment Date; (xv) the aggregate Warranty Payments; (xvi) the aggregate Administrative Purchase Payments; (xvii) the Aggregate Residual Losses during the related Collection Period; and (xviii) material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures used to acquire or select the Series 2007-SN1 Lease Assets, if any. SECTION 2.16 Annual Statement as to Compliance; Notice of Servicer Default. (a) The Servicer shall, at its expense, deliver to the COLT Indenture Trustee and the COLT Owner Trustee, each COLT 2007-SN1 Secured Noteholder and the COLT 2007-SN1 Certificateholder, on or before March 15 of each year, beginning March 15, 2008, an officer's certificate signed by the President or any Vice President of the Servicer dated as of December 31 of the immediately preceding year, in each instance stating all information of the type described in Item 1123 of Regulation AB, including that (i) a review of the activities of the Servicer during the preceding 12-month period (or, with respect to the first such certificate, such period as shall have elapsed from the Series 2007-SN1 Closing Date to the date of such certificate) and of the Servicer's performance under this Agreement and the other COLT 2007-SN1 Basic Documents has been made under such officer's supervision, and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled in all material respects all its obligations under such agreements throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. A copy of such certificate may be obtained by any COLT 2007-SN1 Secured Noteholder or the COLT 2007-SN1 Certificateholder by a request in writing to COLT addressed to the Corporate Trust Office of the COLT Indenture Trustee or the COLT Owner Trustee, as applicable. (b) On or before March 15 of each year, beginning on March 15, 2008, the Servicer shall deliver to COLT and the Trust a report of the Servicer's assessment of its compliance with the Servicing Criteria for the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. (c) The Servicer shall deliver to the Series 2007-SN1 Further Holders and the Rating Agencies promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an officer's certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default. (d) The Servicer shall prepare, execute and deliver all certificates or other documents required to be delivered by COLT pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated pursuant thereto. SECTION 2.17 Annual Report of Assessment of Compliance with Servicing Criteria. (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or its Affiliates, to deliver to COLT, the Trust, the COLT Indenture Trustee, the COLT Owner Trustee, the CARAT Indenture Trustee and the CARAT Owner Trustee on or before March 15 of each year, beginning March 15, 2008, a report (the "Report of Assessment of Compliance with Servicing Criteria") delivered to the Board of Directors of the Servicer and to the COLT Indenture Trustee, the COLT Owner Trustee, the CARAT Indenture Trustee and the CARAT Owner Trustee that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the related assessment of compliance delivered pursuant to Section 2.16(b) above. With respect to the prior calendar year, the certificates and reports referred to in Section 2.16(a), Section 2.16(b) and this Section 2.17(a) shall be delivered within 120 days after the end of each calendar year if COLT is not required to file periodic reports under the Exchange Act or any other law, beginning April 30, 2009. (b) A copy of the Report of Assessment of Compliance with Servicing Criteria received pursuant to Section 2.17(a) shall be delivered by the Servicer to the COLT Indenture Trustee, the COLT Owner Trustee, the CARAT Indenture Trustee and the CARAT Owner Trustee on or before March 15 of each year, beginning March 15, 2008. (c) A copy of the Report of Assessment of Compliance with Servicing Criteria may be obtained by any CARAT 2007-SN1 Noteholder or CARAT 2007-SN1 Certificateholder by a request in writing to COLT addressed to the Corporate Trust Office of the COLT Owner Trustee with a copy addressed to the Corporate Trust Office of the COLT Indenture Trustee. SECTION 2.18 Access to Certain Documentation and Information Regarding Series 2007-SN1 Lease Assets. The Servicer shall provide to the Series 2007-SN1 Further Holders reasonable access to the documentation regarding the Series 2007-SN1 Lease Assets. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Servicer designated by the Servicer containing such records. Nothing in this Section 2.18 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding Lessees, and the failure of the Servicer to provide access as provided in this Section 2.18 as a result of such obligation shall not constitute a breach of this Section 2.18. SECTION 2.19 Series 2007-SN1 Lease Assets Schedule. The Servicer shall maintain, and shall furnish to any Series 2007-SN1 Further Holder upon request, a schedule of Series 2007-SN1 Lease Assets in electronic form identifying each Lease Asset owned by COLT that has been allocated as a Series 2007-SN1 Lease Asset (the "Series 2007-SN1 Lease Assets Schedule"). The Series 2007-SN1 Lease Assets Schedule shall be updated promptly to reflect the termination of any Series 2007-SN1 Lease Asset and the removal of any Series 2007-SN1 Lease Asset, including any Liquidating Lease Asset, Administrative Lease Asset, or Warranty Lease Asset. If the Servicer, during a Collection Period, assigns to a Series 2007-SN1 Lease Asset an account number that differs from the account number previously identifying such Series 2007-SN1 Lease Asset on the Series 2007-SN1 Lease Assets Schedule, the Servicer shall amend the Series 2007-SN1 Lease Assets Schedule by the related Payment Date to report the newly assigned account number. Each such amendment shall list all new account numbers assigned to Series 2007-SN1 Lease Assets during such Collection Period and shall show by cross reference the prior account numbers identifying such Series 2007-SN1 Lease Asset on the Series 2007-SN1 Lease Assets Schedule. Upon request of any Series 2007-SN1 Further Holder, the Servicer shall prepare a reconciliation of the current Series 2007-SN1 Lease Assets Schedule to the last Series 2007-SN1 Lease Assets Schedule furnished to such Series 2007-SN1 Further Holder before such request indicating the removal of Lease Assets from the Series 2007-SN1 Lease Assets. SECTION 2.20 Additional Servicer Duties. The Servicer shall: (a) maintain or cause to be maintained the books of COLT on a calendar year basis on the accrual method of accounting and in compliance with Section 3804(a) of the Statutory Trust Act with respect to the separate holding and accounting for the Series 2007-SN1 Lease Assets and the other assets of the Series 2007-SN1 Portfolio; (b) (i) on behalf of COLT, prepare and file all State, local and federal tax returns required to be filed by COLT, if any; (ii) send the COLT 2007-SN1 Secured Noteholders any statements required by State or local tax law; (iii) provide the COLT Owner Trustee with all information necessary for the COLT Owner Trustee to send to the COLT 2007-SN1 Certificateholder the statements required by federal tax law; and (iv) cause all taxes required to be paid by COLT under federal, State or local law to be paid (provided that the Servicer shall have no obligation to pay any taxes required to be paid by COLT other than taxes that are covered by the indemnification provided by the Servicer in Section 4.01(a)(i)); (c) on behalf of COLT and VAULT, obtain all licenses, permits and sales tax exemptions necessary for COLT and VAULT to conduct the activities contemplated by the COLT 2007-SN1 Basic Documents; (d) take such actions as are necessary to cause COLT to be qualified or licensed to do business in each State where COLT is required to be so qualified or licensed in order to conduct the activities contemplated by the COLT 2007-SN1 Basic Documents; (e) take such actions as are necessary to assure that COLT is at all times in compliance with all applicable laws, rules, regulations and orders of all Governmental Authorities; (f) prepare and file all documents (if any) required to be filed by COLT under federal and State securities laws; (g) maintain all records relating to the COLT 2007-SN1 Secured Notes, including all records relating to the issuance, ownership and payment of the COLT 2007-SN1 Secured Notes; (h) exercise the rights and perform the obligations of the Servicer as are set forth in the Declaration of Trust and the COLT 2007-SN1 Supplement to the Declaration of Trust with respect to the COLT 2007-SN1 Certificates, including cooperating with the COLT Owner Trustee in enforcing compliance with the transfer restrictions and authorized denomination requirements applicable to the transfer and exchange of the COLT 2007-SN1 Certificates, making a determination as to whether such transfer or exchange complies with such transfer restrictions and authorized denomination requirements (or waiving compliance), preparing the COLT 2007-SN1 Certificates for execution and authentication by the COLT Owner Trustee upon initial issuance, transfer and exchange and providing the COLT Owner Trustee with written instructions as to the satisfaction of transfer restrictions and authorized denomination requirements with respect to the COLT 2007-SN1 Certificates; and (i) pay costs associated with the appointment of a successor COLT Indenture Trustee under the COLT Indenture and the appointment of a successor COLT Owner Trustee under the Declaration of Trust, in each case, from amounts in the COLT 2007-SN1 Trust Estate, perform all the duties of COLT under the COLT 2007-SN1 Basic Documents, including, making all calculations, and preparing for execution by COLT or the COLT Owner Trustee or causing the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of COLT or the COLT Owner Trustee to prepare, file or deliver pursuant to the COLT 2007-SN1 Basic Documents, and at the request of the COLT Owner Trustee taking all appropriate actions that it is the duty of COLT or the COLT Owner Trustee to take pursuant to the COLT 2007-SN1 Basic Documents. Furthermore, in accordance with the direction of the COLT Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the COLT 2007-SN1 Collateral (including the COLT 2007-SN1 Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the COLT Owner Trustee and are reasonably within the capability of the Servicer. SECTION 2.21 Transfers of Legal Title to Vehicle. If GMAC is both the Servicer under this Agreement and under the VAULT Trust Agreement, subject to Section 7.02, GMAC may cause transfers of legal title to the Vehicles required to be made under this Agreement without delivering the notices or complying with the formalities required by the VAULT Trust Agreement. ARTICLE III ESTABLISHMENT OF ACCOUNTS; DISTRIBUTIONS SECTION 3.01 Establishment of COLT Collection Account and Payment Ahead Servicing Account. (a) The Servicer, for the benefit of the COLT 2007-SN1 Secured Noteholders, shall establish and maintain in the name of the COLT Indenture Trustee an Eligible Deposit Account known as the Central Originating Lease Trust 2007-SN1 Collection Account (the "COLT Collection Account"), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2007-SN1 Further Holders. (i) The Servicer, for the benefit of the Lessees, shall establish and maintain in the name of the COLT Indenture Trustee an Eligible Deposit Account known as the Central Originating Lease Trust COLT 2007-SN1 Payment Ahead Servicing Account (the "Payment Ahead Servicing Account"). The Payment Ahead Servicing Account shall not be property of COLT. (b) Each of the COLT 2007-SN1 Accounts shall be Eligible Deposit Accounts initially established with the COLT Indenture Trustee and maintained by the Servicer. At any time after the Series 2007-SN1 Closing Date, the Servicer, upon 30 days written notice to the COLT Indenture Trustee or other Account Holder, shall have the right to instruct the COLT Indenture Trustee or other Account Holder to transfer any or all of the COLT 2007-SN1 Accounts to another Eligible Institution designated by the Servicer in such notice. No COLT 2007-SN1 Account shall be maintained with an Account Holder if the short-term unsecured debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account may be maintained with an Account Holder even if the short-term unsecured debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account in its corporate trust department). Should an Account Holder no longer satisfy the requirements in the preceding sentence with respect to any Designated Account, then the Servicer shall, within ten Business Days (or such longer period, not to exceed 30 calendar days), with the Account Holder's assistance as necessary, cause each affected COLT 2007-SN1 Account (A) to be moved to an Account Holder that is an Eligible Institution or (B) with respect to the Designated Accounts only, to be moved to the corporate trust department of the Account Holder. All amounts held in COLT 2007-SN1 Accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, at the written direction of the Servicer, by such Account Holder in Eligible Investments. Such written direction shall constitute certification by the Servicer that any such investment is authorized by this Section 3.01. Such direction may be a standing direction to invest all funds from time to time on deposit in an account in a particular Eligible Investment until subsequent notice from the Servicer. If the Servicer has not provided such prior written direction to the Account Holder, the Account Holder shall invest uninvested funds in "BNY-Hamilton MMF Instit #746." Investments in Eligible Investments shall be made in the name of the COLT Indenture Trustee or its nominee or assignee and, unless otherwise permitted by the Rating Agencies, may not be sold or disposed of prior to their maturity; provided, however, that Eligible Investments held in the COLT 2007-SN1 Reserve Account may be sold or disposed of prior to their maturity so long as (x) the Servicer directs the COLT Indenture Trustee to make such sale or disposition, and (y) the Eligible Investments are sold at a price equal to or greater than the unpaid principal balance thereof. Investment Earnings on funds deposited in the COLT 2007-SN1 Accounts shall be payable to the Servicer as Supplemental Servicing Fees. Neither the COLT Owner Trustee nor the COLT Indenture Trustee shall have any liability for any loss on Eligible Investments, nor shall the COLT Owner Trustee or the COLT Indenture Trustee have any liability for transferring funds in or to the COLT 2007-SN1 Accounts based on written instructions of the Servicer. Each Account Holder holding a COLT 2007-SN1 Account as provided in this Section 3.01(b) shall be a "Securities Intermediary." If a Securities Intermediary shall be a Person other than the COLT Indenture Trustee, the Servicer shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 3.01 and an Opinion of Counsel that such Person can perform such obligations and the Servicer shall send a copy of such agreement and Opinion of Counsel to the COLT Indenture Trustee. (c) With respect to the Designated Account Property, each of the Account Holder and the Servicer, as applicable, hereby agrees that: (i) any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts; and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Designated Account Owner, and the Designated Account Owner or the Servicer on its behalf shall have sole authority to direct payments with respect thereto; (ii) any Designated Account Property that constitutes Physical Property shall be delivered to the Designated Account Owner in accordance with paragraph (i) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Designated Account Owner or a securities intermediary (as such term is defined in 8-102(a)(14) of the UCC) acting solely for the Designated Account Owner; (iii) any Designated Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of "Delivery" and shall be maintained by the Designated Account Owner, pending maturity or disposition, through continued book-entry registration of such Designated Account Property as described in such paragraph; (iv) any Designated Account Property that is an "uncertificated security" (as such term is defined in 8-102(a)(18) of the UCC) and that is not governed by clause (iii) above shall be delivered to the Designated Account Owner in accordance with paragraph (iii) of the definition of "Delivery" and shall be maintained by the Designated Account Owner or its nominee or custodian, pending maturity or disposition, through continued registration of the Designated Account Owner's (or its nominee's or custodian's) ownership of such security; (v) each Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts; and (vi) the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be necessary in order to perfect the interests of the Designated Account Owner in the Designated Account Property including to promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and to perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Designated Account Owner's security interest. (d) The Servicer shall have the power, revocable by the COLT Indenture Trustee, to make withdrawals and payments from the Designated Accounts for the purpose of permitting the Servicer or the COLT Indenture Trustee to carry out their respective duties hereunder. (e) The COLT Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof (except Investment Earnings). Except as otherwise provided herein, the Designated Accounts shall be under the exclusive dominion and control of the COLT Indenture Trustee for the benefit of the COLT 2007-SN1 Secured Noteholders and the COLT Indenture Trustee shall have sole signature power and authority with respect thereto. (f) The COLT Indenture Trustee, each Account Holder and each other Eligible Deposit Institution with whom a Designated Account is maintained waives any right of set-off, counterclaim, security interest or bankers' lien to which it might otherwise be entitled. (g) At any time that the Monthly Remittance Condition is satisfied, then (x) Payments Ahead need not be remitted to and deposited in the Payment Ahead Servicing Account but instead may be remitted to and held by the Servicer and (y) the Servicer shall not be required to segregate or otherwise hold separate any Payments Ahead, but the Servicer shall be required to remit Applied Payments Ahead to the COLT Collection Account in accordance with Section 3.03(b)(ii). The Servicer shall promptly notify the COLT Indenture Trustee if the Monthly Remittance Condition ceases to be satisfied. Commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition ceases to be satisfied, the Servicer shall deposit in the Payment Ahead Servicing Account the amount of any Payments Ahead then held by it, and thereafter, for so long as the Monthly Remittance Condition continues to be unsatisfied, the Servicer shall deposit any additional Excess Payments in the Payment Ahead Servicing Account within two Business Days after receipt thereof. Notwithstanding the foregoing, if the Monthly Remittance Condition ceases to be satisfied the Servicer may utilize, with respect to any Payments Ahead then held by it and any additional Excess Payments that it may subsequently receive, an alternative remittance schedule (which may include a remittance schedule utilized by the Servicer at a time when the Monthly Remittance Condition was satisfied), if the Servicer provides the COLT Indenture Trustee (x) written consent of the COLT 2007-SN1 Secured Noteholders to such alternative remittance schedule and (y) written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings then assigned to the Rated Notes. The COLT Indenture Trustee shall be deemed to have no knowledge of any Servicer Default unless such trustee has received notice of such event or circumstance from the Seller, the Servicer, or the COLT 2007-SN1 Secured Noteholders or unless a Responsible Officer of the COLT Indenture Trustee with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. SECTION 3.02 Reserve Account. (a) The Servicer, for the benefit of the COLT 2007-SN1 Secured Noteholders, shall establish and maintain in the name of the COLT Indenture Trustee an Eligible Deposit Account known as the Central Originating Lease Trust COLT 2007-SN1 Reserve Account (the "Reserve Account"), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2007-SN1 Further Holders, which shall include the money and other property deposited and held therein pursuant to this Section 3.02(a) and Section 3.03(c)(v). On the Series 2007-SN1 Closing Date, COLT, LLC shall deposit the Reserve Account Initial Deposit in immediately available funds into the Reserve Account. The Reserve Account shall be a part of the COLT 2007-SN1 Trust Estate. (b) After giving effect to all deposits into or withdrawals from the Reserve Account on any Payment Date and except as otherwise directed in writing by COLT, LLC (in its sole discretion), the Servicer shall pay to the COLT 2007-SN1 Certificateholder the Reserve Account Excess Amount on such Payment Date. SECTION 3.03 Distributions. (a) On or before each Determination Date, the Servicer shall calculate the Available Distribution Amount, the Basic Servicing Fee, the Additional Servicing Fee, the Aggregate Noteholders' Principal Distributable Amount, the Reserve Account Required Amount, the Reserve Account Available Amount, the Secured Note Principal Balance for each COLT 2007-SN1 Secured Note, the Aggregate Secured Note Principal Balance, the Secured Note Monthly Accrued Interest, the Secured Note Interest Distributable Amount, the Secured Note Principal Distributable Amount, the CARAT Collection Account Shortfall Amount, the aggregate Outstanding Advances and all other amounts required to determine the amounts, if any, to be deposited into or paid from each of the COLT Collection Account, the Reserve Account and the Payment Ahead Servicing Account on or before the related Payment Date. On or before each Determination Date, the Servicer shall deliver to the COLT Indenture Trustee a written report specifying the amounts calculated by the Servicer pursuant to this Section 3.03(a). The COLT Indenture Trustee shall be entitled to rely solely upon such report from the Servicer in making any and all transfers, withdrawals, deposits and distributions pursuant to this Section 3.03. (b) On or before each Payment Date, the COLT Indenture Trustee shall withdraw collections made during the related Collection Period that constitute Excess Payments from the COLT Collection Account (to the extent such amounts have not been retained by the Servicer pursuant to Section 3.01(g)) and pay such amounts to the Servicer, who shall retain such Excess Payments amounts for its own account, or, if the Monthly Remittance Condition is not satisfied, the COLT Indenture Trustee, upon written instruction of the Servicer, shall deposit such amounts into the Payment Ahead Servicing Account. (i) On or before each Payment Date, the COLT Indenture Trustee shall transfer from the Payment Ahead Servicing Account (or, if the Servicer is not required to make deposits to the Payment Ahead Servicing Account on a daily basis pursuant to Section 3.01(g), the Servicer shall deposit) to the COLT Collection Account the aggregate Applied Payments Ahead for such Payment Date. (ii) On or before each Payment Date, the COLT Indenture Trustee shall withdraw from the COLT Collection Account and pay to the Servicer an amount equal to the sum of (A) any Outstanding Advances with respect to which the Servicer is entitled to reimbursement pursuant to Section 3.06(c) or (d) (to the extent the Servicer has deposited such amounts into the COLT Collection Account and to the extent the Servicer has not been previously reimbursed for any such Outstanding Advances pursuant to Section 3.05(a)), and (B) any Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) relating to Series 2007-SN1 Lease Assets with respect to which the Servicer has sold or otherwise disposed of the related Vehicle during or prior to the related Collection Period (if the Servicer has not yet deducted such amounts from Sale Proceeds and has deposited such amounts into the COLT Collection Account). (iii) On each Payment Date, the COLT Indenture Trustee shall withdraw from the Reserve Account, and deposit into the COLT Collection Account, an amount equal to the lesser of (I) the excess, if any, of (A) the sum, for such Payment Date, of the amounts specified in clauses (i) through (iv) of Section 3.03(c), over (B) the excess of (i) the sum of (x) the COLT Collections with respect to the Series 2007-SN1 Lease Assets on such Payment Date, plus (y) the Applied Extended Lease Payment Amount for such Payment Date, over (ii) the sum of (x) the amounts withdrawn from the COLT Collection Account with respect to such Payment Date pursuant to Section 3.03(b)(iii), plus (y) the Unapplied Extended Lease Payment Amount for such Payment Date, and (II) the Reserve Account Available Amount on such Payment Date. (c) On each Payment Date, after the withdrawals, deposits and transfers specified in Section 3.03(b) have been made, to the extent of the Available Distribution Amount for such Payment Date, the COLT Indenture Trustee shall make the following distributions from amounts deposited into the COLT Collection Account in the following order of priority: (i) first, to the Servicer, the Basic Servicing Fee for the related Collection Period (to the extent such Basic Servicing Fee has not been retained by the Servicer pursuant to Section 3.04(b)) and any unpaid Basic Servicing Fees from any preceding Payment Date; (ii) second, to the COLT 2007-SN1 Secured Noteholders, pro rata based on the Secured Note Interest Distributable Amount due on each such COLT 2007-SN1 Secured Note, the Aggregate Secured Note Interest Distributable Amount due on the COLT 2007-SN1 Secured Notes on such Payment Date; (iii) third, to the COLT 2007-SN1 Secured Noteholders, pro rata based on the Secured Note Principal Balance of each COLT 2007-SN1 Secured Note, the Secured Note Principal Distributable Amount payable on the COLT 2007-SN1 Secured Notes on such Payment Date; (iv) fourth, to the CARAT Collection Account, the CARAT Collection Account Shortfall Amount, if any, for such Payment Date; (v) fifth, to the Reserve Account, an amount necessary to cause the Reserve Account Available Amount (after giving effect to any withdrawal from the Reserve Account pursuant to Section 3.03(b)(iv) on such Payment Date) to equal the Reserve Account Required Amount on such Payment Date; (vi) sixth, to the Servicer, an amount equal to the Additional Servicing Fee, if any, on such Payment Date; and (vii) seventh, the remainder shall be distributed in accordance with the instructions of the COLT 2007-SN1 Certificateholder delivered from time to time. (d) The parties hereto hereby agree that this Section 3.03 shall supercede Section 4.1 of the VAULT Trust Agreement with respect to the Series 2007-SN1 Lease Assets. SECTION 3.04 COLT Collections. (a) If the Monthly Remittance Condition is not satisfied, commencing with the first day of the first Collection Period that begins at least two Business Days after the day on which the Monthly Remittance Condition ceases to be satisfied the Servicer shall remit to the COLT Collection Account all COLT Collections within two Business Days after receipt thereof; provided, however, that the Servicer shall deposit into the COLT Collection Account any Pull Ahead Payments it receives from GMAC, as agent for General Motors, pursuant to Section 2.02(b) on the same day as such payments are received. Notwithstanding the foregoing, if the Monthly Remittance Condition is unsatisfied, the Servicer may utilize an alternative remittance schedule (which may include a remittance schedule utilized by the Servicer at a time when the Monthly Remittance Conditions was satisfied), if the Servicer provides the COLT Indenture Trustee (x) written instruction to follow such alternative remittance schedule and (y) written confirmation from the Rating Agencies that such alternative remittance schedule will not result in the downgrading or withdrawal by the Rating Agencies of the ratings then assigned to the Rated Notes. At all times when the Monthly Remittance Condition is satisfied, the Servicer (i) shall not be required to segregate or otherwise hold separate any COLT Collections and Payments Ahead received on the Series 2007-SN1 Lease Assets and (ii) shall remit an amount equal to the COLT Collections received during a Collection Period to the COLT Collection Account in immediately available funds on or before the related Payment Date. (b) Notwithstanding anything to the contrary contained in this Agreement, for so long as the Monthly Remittance Condition has been satisfied, the Servicer shall be permitted to retain the Basic Servicing Fee, any Payments Ahead and reimbursement for any Outstanding Advances and shall deposit into the COLT Collection Account on each Payment Date only the COLT Collections received by the Servicer on the Series 2007-SN1 Lease Assets during the related Collection Period net of amounts to be distributed to or retained by the Servicer on account of the Basic Servicing Fee, any Excess Payments and reimbursement of any Outstanding Advances on the following Payment Date. The Servicer shall, however, account for all COLT Collections as if all of the deposits and distributions described herein were made individually. SECTION 3.05 Application of COLT Collections. For the purposes of this Agreement and the other COLT 2007-SN1 Basic Documents, all COLT Collections with respect to a Series 2007-SN1 Lease Asset for each Collection Period shall be applied by the Servicer no later than the related Payment Date as follows: (a) With respect to each Series 2007-SN1 Lease Asset (other than an Administrative Lease Asset, a Warranty Lease Asset or an Extended Lease), payments by or on behalf of the Lessee that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts shall be applied first to reduce any Outstanding Advances made pursuant to this Agreement with respect to such Series 2007-SN1 Lease Asset. Second, the amount of any such payments that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts in excess of any such Outstanding Advances with respect to such Series 2007-SN1 Lease Asset shall be applied to the Monthly Lease Payment with respect to such Series 2007-SN1 Lease Asset. With respect to any Series 2007-SN1 Lease Asset and any Collection Period, the "Excess Payment" shall equal the excess, if any, of (x) the amount of the payments made by or on behalf of the related Lessee and received during such Collection Period (other than any prepayment in full in connection with a termination of the related Series 2007-SN1 Lease prior to its Scheduled Lease End Date) that are not Supplemental Servicing Fees, Excluded Amounts, Sales and Use Tax Amounts or Applied Payments Ahead, over (y) the amounts applied with respect to such Series 2007-SN1 Lease Asset pursuant to the two preceding sentences. If the amounts applied under the first two sentences of this Section 3.05(a) shall be less than the Monthly Lease Payment, whether as a result of any extension granted to the Lessee or otherwise, then an amount equal to the Applied Payments Ahead, if any, with respect to such Series 2007-SN1 Lease Asset shall be applied by the Servicer to the extent of the shortfall, and the Payments Ahead with respect to such Series 2007-SN1 Lease Asset shall be reduced accordingly. (b) With respect to each Administrative Lease Asset and Warranty Lease Asset, payments by or on behalf of the Lessee shall be applied in the same manner in accordance with Section 3.05(a), except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or the Seller, as applicable. Any Warranty Payment shall be applied to reduce any Outstanding Advances and such Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to the Monthly Lease Payment, in each case to the extent that the payments by or on behalf of the Lessee shall be insufficient, and then to prepay such Series 2007-SN1 Lease Asset in full. (c) With respect to each Extended Lease, payments by or on behalf of the Lessee that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts shall be applied first to reduce any Outstanding Advances made pursuant to this Agreement with respect to such Series 2007-SN1 Lease Asset. Second, the amount of any such payments that are not Supplemental Servicing Fees, Excluded Amounts or Sales and Use Tax Amounts in excess of any such Outstanding Advances with respect to such Extended Lease shall be applied to the Extended Lease Payment with respect to such Extended Lease. SECTION 3.06 Advances. (a) Subject to the following sentence, with respect to each Collection Period and each Series 2007-SN1 Lease (other than an Administrative Lease Asset, a Warranty Lease Asset or an Extended Lease), if there is a shortfall in the Monthly Lease Payment remaining after application of the Applied Payments Ahead pursuant to Section 3.05(a), the Servicer, in its sole discretion, may (but shall have no obligation to) advance an amount equal to such shortfall (such amount, a "Monthly Payment Advance") on the second Business Day of the following Collection Period or, if the Monthly Remittance Condition is satisfied, on the Business Day preceding the related Payment Date. The Servicer may make a Monthly Payment Advance in respect of a Series 2007-SN1 Lease only to the extent that the Servicer, in its sole discretion, shall determine that such Monthly Payment Advance shall be recoverable from subsequent collections or recoveries on such Series 2007-SN1 Lease Asset. (b) With respect to each Collection Period and each Series 2007-SN1 Lease (i) which terminated by reason of having reached its Scheduled Lease End Date 120 days or more prior to the last day of such Collection Period, and (ii) for which the related Vehicle has not been sold during or prior to such Collection Period, the Servicer, in its sole discretion, may (but shall have no obligation to) advance, on the second Business Day of the following Collection Period or, if the Monthly Remittance Condition is satisfied, on the related Payment Date, an amount (the "Residual Advance") equal to the lesser of (x) the Lease Residual for the related Vehicle, reduced, in the case of any Series 2007-SN1 Lease Asset that is an Extended Lease, by the aggregate amount of any Extended Lease Payments on such Series 2007-SN1 Lease Asset received by the Servicer since the Scheduled Lease End Date of such Series 2007-SN1 Lease Asset, and (y) the amount that the Servicer, in its sole discretion, has estimated shall be recoverable from the sale or other disposition of the Vehicle related to such Series 2007-SN1 Lease. (c) The Servicer shall be reimbursed for Outstanding Advances with respect to a Series 2007-SN1 Lease Asset from subsequent COLT Collections and recoveries received with respect to such Series 2007-SN1 Lease Asset. (d) If the sources specified in Section 3.06(c) are insufficient to reimburse all Outstanding Advances with respect to a Series 2007-SN1 Lease upon collection of all amounts expected by the Servicer to be collected with respect to such Series 2007-SN1 Lease and the related Vehicle, then the Servicer shall be entitled to reimbursement of any remaining Outstanding Advances with respect to such Series 2007-SN1 Lease from COLT Collections and recoveries on any other Series 2007-SN1 Lease Assets. ARTICLE IV THE SERVICER SECTION 4.01 Liability of Servicer; Indemnities. (a) The Servicer shall be liable in accordance with this Agreement only to the extent of the obligations in this Agreement specifically undertaken by the Servicer. Such obligations shall include the following: (i) The Servicer shall indemnify, defend and hold harmless COLT, the COLT Indenture Trustee and the COLT Owner Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated in the COLT 2007-SN1 Basic Documents, including any sales, use, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the Series 2007-SN1 Lease Assets to COLT or the issuance and original sale of the COLT 2007-SN1 Certificates or the COLT 2007-SN1 Secured Notes, or asserted with respect to ownership of the Series 2007-SN1 Lease Assets (for the avoidance of doubt such excluded taxes shall not include Sales and Use Tax Amounts), or federal or other income taxes arising out of distributions on the COLT 2007-SN1 Certificates or COLT 2007-SN1 Secured Notes, or any fees or compensation payable to any such Person) and costs and expenses in defending against the same. (ii) The Servicer shall defend, indemnify and hold harmless COLT, the COLT Owner Trustee, the COLT Indenture Trustee and each Series 2007-SN1 Further Holder (each of the foregoing, an "Indemnified Person") from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use or operation by the Lessee or by the Servicer or any Affiliate of the Servicer, of any Vehicle related to a Series 2007-SN1 Lease Asset. (iii) The Servicer shall indemnify, defend and hold harmless the Indemnified Persons from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Indemnified Person through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or under any other COLT 2007-SN1 Basic Document, or by reason of reckless disregard of its obligations and duties under this Agreement or any other COLT 2007-SN1 Basic Documents. (iv) The Servicer shall indemnify, defend and hold harmless the COLT Indenture Trustee, the COLT Owner Trustee and their respective agents and servants from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the COLT Owner Trustee, the COLT Indenture Trustee's performance of its duties under the COLT Indenture and any other COLT 2007-SN1 Basic Documents, (y) in the case of the COLT Indenture Trustee, the COLT Owner Trustee's performance of its duties under the Declaration of Trust or (z) the acceptance, administration or performance by, or action or inaction of, the COLT Owner Trustee or the COLT Indenture Trustee, as applicable, of the trusts and duties contained in this Agreement or the other COLT 2007-SN1 Basic Documents, including the administration of the COLT 2007-SN1 Trust Estate, except to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person indemnified, (B) to the extent otherwise payable to the COLT Owner Trustee, arises from the COLT Owner Trustee's breach of any of its representations or warranties set forth in Section 5.6 of the Declaration of Trust, (C) to the extent otherwise payable to the COLT Indenture Trustee, arises from the COLT Indenture Trustee's breach of any of its representations or warranties set forth in the COLT Indenture or (D) arises out of or is incurred in connection with the performance by the COLT Indenture Trustee of the duties of successor Servicer hereunder. (b) Indemnification under this Section 4.01 shall include reasonable fees and expenses of external counsel and expenses of litigation. If the Servicer has made any indemnity payments pursuant to this Section 4.01 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Servicer, without interest. SECTION 4.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer. Any corporation or other entity (a) into which the Servicer may be merged or consolidated, (b) resulting from any merger, conversion or consolidation to which the Servicer shall be a party, (c) succeeding to the business of the Servicer, or (d) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by GMAC or General Motors and which services assets of the same type as the Series 2007-SN1 Lease Assets, which entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement and the Further Transfer and Administration Agreements, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement, to the contrary notwithstanding. The Servicer shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 4.02 to the COLT Indenture Trustee, the COLT Owner Trustee and, if any Rated Notes are outstanding, the Rating Agencies. SECTION 4.03 Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of the directors or officers or employees or agents of the Servicer shall be under any liability to COLT or any Indemnified Person, except as specifically provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or any other COLT 2007-SN1 Basic Document, or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement or any other COLT 2007-SN1 Basic Document. The Servicer and any director, officer or employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Servicer and any director, officer, employee or agent of the Servicer shall be reimbursed by (x) the COLT Owner Trustee for any contractual damages, liability or expense incurred by reason of the COLT Owner Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of the COLT Owner Trustee's duties under this Agreement, the COLT Indenture, or the Declaration of Trust or by reason of reckless disregard of its obligations and duties under this Agreement, the COLT Indenture, or the Declaration of Trust, and (y) the COLT Indenture Trustee for any contractual damages, liability or expense incurred by reason of the COLT Indenture Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of the COLT Indenture Trustee's duties under this Agreement or any other COLT 2007-SN1 Basic Documents or by reason of reckless disregard of its obligations and duties under this Agreement or any other COLT 2007-SN1 Basic Documents. In no event, however, shall the COLT Indenture Trustee or the COLT Owner Trustee be liable to the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. (c) Except as provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Series 2007-SN1 Lease Assets in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement or any other COLT 2007-SN1 Basic Document and the rights and duties of the parties to this Agreement and the interests of the Series 2007-SN1 Further Holders under this Agreement. In such event, the reasonable legal expenses and costs for such action and any liability resulting therefrom shall be payable from collections received on the Series 2007-SN1 Lease Assets and the Servicer shall be entitled to reimbursement therefor. SECTION 4.04 Delegation of Duties. So long as GMAC acts as Servicer, the Servicer may, at any time without notice or consent, delegate any duties under this Agreement to General Motors or any corporation more than 50% of the voting stock of which is owned, directly or indirectly, by General Motors or GMAC. The Servicer may at any time perform specific duties as servicer through sub-contractors who are in the business of servicing automotive retail leases. No such delegation shall relieve the Servicer of its responsibility with respect to such duties. SECTION 4.05 Servicer Not to Resign. Subject to the provisions of Section 4.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except (x) upon determination that the performance of its duties under this Agreement is no longer permissible under applicable law or (y) upon determination by the board of directors of the Servicer that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties as Servicer under this Agreement would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by resolutions of the board of directors to such effect (provided that any Servicer other than GMAC may resign if upon such resignation another successor Servicer will perform the duties of Servicer hereunder and such Servicer has been approved by the holders of a majority of the then outstanding principal amount of COLT 2007-SN1 Secured Notes). Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to each of the Series 2007-SN1 Further Holders. No such resignation shall become effective until and unless the COLT Indenture Trustee or a successor Servicer shall have entered into a servicing agreement with COLT, such agreement to have substantially the same provisions of this Agreement. COLT shall not unreasonably fail to consent to such a servicing agreement. The resigning Servicer shall promptly provide notice of its resignation to each of the Rating Agencies and Series 2007-SN1 Further Holders. ARTICLE V SERVICER DEFAULTS SECTION 5.01 Servicer Defaults. For purposes of this Agreement, each of the following shall constitute a "Servicer Default": (a) any failure by the Servicer to deposit any required distribution, payment, transfer or deposit into any COLT 2007-SN1 Account (including, with respect to GMAC as Servicer, to obtain and deposit Pull Ahead Payments under Section 2.02(b), and, with respect to any successor Servicer, to deposit such amounts, if obtained, pursuant to Section 2.02(b)) or to direct the COLT Indenture Trustee to make any required distributions from any COLT 2007-SN1 Account, which failure continues unremedied for a period of five Business Days after (x) written notice thereof is received by the Servicer or (y) discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or in any other COLT 2007-SN1 Basic Document, which failure (i) materially and adversely affects the rights of the COLT 2007-SN1 Secured Noteholder, and (ii) continues unremedied for a period of 90 days after (x) the date on which written notice of such failure shall have been given to the Servicer or (y) discovery of such failure by an officer of the Servicer; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (d) the consent by the Servicer to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Servicer Default where a Servicer Default would otherwise exist under clause (a) above for a period of ten Business Days or under clause (b) for a period of 60 days if the delay or failure giving rise to the default was caused by an act of God or other similar occurrence. Upon the occurrence of any of those events, the Servicer shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the COLT Sale and Contribution Agreement and the Servicer shall provide the COLT Indenture Trustee, the COLT Owner Trustee, COLT, LLC and the CARAT Indenture Trustee, as holder of the COLT 2007-SN1 Secured Notes, prompt notice of that failure or delay by it, together with a description of its efforts to so perform its obligations. SECTION 5.02 Consequences of a Servicer Default. (a) If a Servicer Default has occurred and is continuing, the COLT Indenture Trustee may terminate all of the rights and obligations of the Servicer under this Agreement but any such termination shall not relieve the Servicer for any liability that accrued prior to such termination. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Series 2007-SN1 Lease Assets or otherwise, shall pass to and be vested in the COLT Indenture Trustee pursuant to and under this Section 5.02. The COLT Indenture Trustee is authorized and empowered by this Agreement to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Series 2007-SN1 Lease Assets and related documents, or otherwise. The Servicer agrees to cooperate with the COLT Indenture Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement, including the transfer to the COLT Indenture Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in the COLT 2007-SN1 Accounts or thereafter received with respect to the Series 2007-SN1 Lease Assets and all Payments Ahead that shall at that time be held by the Servicer or deposited in the Payment Ahead Servicing Account. (b) The termination of the Servicer under Section 5.02(a) above shall also result in the termination of the Custodian under the Custodian Agreement. SECTION 5.03 COLT Indenture Trustee to Act; Appointment of Successor. On and after the time the rights and obligations of the Servicer are terminated pursuant to Section 5.02, the COLT Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement. As compensation therefor, the COLT Indenture Trustee shall be entitled to such compensation as the Servicer would have been entitled to under this Agreement if no such notice of termination had been given, including the Basic Servicing Fee, the Additional Servicing Fee and the Supplemental Servicing Fee. Notwithstanding the above, the COLT Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) having a long-term unsecured debt rating from Moody's of at least "Baa3" (unless such requirement is expressly waived by Moody's) and (iii) whose regular business includes the servicing of automotive receivables, as the successor to the Servicer under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. In connection with such appointment and assumption, the COLT Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Series 2007-SN1 Lease Assets as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Servicer under this Agreement. The COLT Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Servicer and the appointment of a successor Servicer will be distributed by the COLT Indenture Trustee from amounts in the COLT 2007-SN1 Trust Estate. SECTION 5.04 Notification to the Series 2007-SN1 Further Holders and the Rating Agencies. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article V, the COLT Indenture Trustee shall give prompt written notice thereof to the Series 2007-SN1 Further Holders and the Rating Agencies. The COLT Indenture Trustee shall not be deemed to have knowledge of any Servicer Default unless the COLT Indenture Trustee has received notice of such event or circumstance from the Servicer in an Officer's Certificate or from the COLT 2007-SN1 Secured Noteholders or, unless a Responsible Officer of the COLT Indenture Trustee with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. If the Servicer obtains knowledge that any Servicer Default has occurred, the Servicer shall promptly deliver notice of such event to the COLT Indenture Trustee, which notice shall set forth in reasonable detail the nature of the facts surrounding such event. SECTION 5.05 Waiver of Past Servicer Defaults. The COLT 2007-SN1 Secured Noteholders may waive any default by the Servicer in the performance of its obligations hereunder and its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. SECTION 5.06 Repayment of Outstanding Advances. If the identity of the Servicer shall change, the predecessor Servicer shall be entitled to receive, to the same extent as if it were still the Servicer hereunder pursuant to Article III, to the extent of available funds, reimbursement for all Outstanding Advances that were made by such predecessor Servicer and have not been repaid. ARTICLE VI OPTIONAL PURCHASE; TERMINATION SECTION 6.01 Optional Repurchase of All Series 2007-SN1 Lease Assets. At any time that the Aggregate ABS Value is less than 2% of the Initial ABS Value, the Servicer shall have the option to purchase all but not less than all of the remaining Series 2007-SN1 Lease Assets on any Payment Date following the payment in full of all obligations under the CARAT 2007-SN1 Notes (such date, the "Optional Purchase Date"). To exercise such option, the Servicer shall (A) furnish to the COLT 2007-SN1 Secured Noteholders, the COLT Indenture Trustee, the COLT Owner Trustee and the VAULT Owner Trustee notice of its intention to exercise such option and of the Optional Purchase Date (such notice to be furnished not later than five Business Days prior to such Optional Purchase Date) and (B) deposit in the COLT Collection Account on such Optional Purchase Date an amount equal to the Aggregate ABS Value of the Series 2007-SN1 Lease Assets on the Optional Purchase Date (such amount, the "Optional Purchase Price"). Upon the making of such deposit in the COLT Collection Account, the COLT 2007-SN1 Secured Notes shall be deemed satisfied and discharged, and the COLT 2007-SN1 Certificateholder shall succeed to all interests in and to the COLT 2007-SN1 Trust Estate (including the Reserve Account). SECTION 6.02 Termination of Agreement. This Agreement shall, except as otherwise provided herein, terminate upon the earliest of: (a) the termination of COLT pursuant to Article VII of the Declaration of Trust; (b) the discharge of the Servicer in accordance with the terms hereof; or (c) the mutual written consent of the parties hereto; provided, however, that this Agreement shall not be terminated unless all principal and interest on the COLT 2007-SN1 Secured Notes have been paid in full. Upon termination of this Agreement, the Servicer shall pay over to COLT, or any other Person entitled thereto, all monies held by the Servicer on behalf of COLT pursuant to this Agreement. ARTICLE VII MISCELLANEOUS PROVISIONS SECTION 7.01 Amendment. (a) This Agreement may be amended by the Servicer, COLT and the COLT Indenture Trustee without the consent of the COLT 2007-SN1 Certificateholder or any of the COLT 2007-SN1 Secured Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision of this Agreement or in any other COLT 2007-SN1 Basic Document, (iii) to add or supplement any credit enhancement for the benefit of the COLT 2007-SN1 Secured Noteholders, (iv) to add to the covenants, restrictions or obligations of the Servicer, the COLT Owner Trustee or (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not adversely affect in any material respect the interests of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder. (b) This Agreement may also be amended from time to time by the Servicer, COLT and the COLT Indenture Trustee with the consent of the holders of a majority of the then outstanding principal amount of the COLT 2007-SN1 Secured Notes and, if any Person other than COLT, LLC or an Affiliate of COLT, LLC holds any COLT 2007-SN1 Certificates, the consent of the COLT 2007-SN1 Certificateholders whose COLT 2007-SN1 Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date, which consent, whether given pursuant to this Section 7.01(b) or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 2007-SN1 Certificates and COLT 2007-SN1 Secured Notes for the purpose of adding any provisions to this Agreement or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the COLT 2007-SN1 Certificateholder or COLT 2007-SN1 Secured Noteholders; provided, however, that no such amendment shall: (i) change the due date of any instalment of principal of or interest on the COLT 2007-SN1 Secured Notes, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any COLT 2007-SN1 Secured Note or any distribution thereon is payable, or impair the right to institute suit as provided in Article V of the COLT Indenture for the enforcement of the provisions of the COLT Indenture requiring the application of funds available therefor to the payment of any such amount due on the COLT 2007-SN1 Secured Notes on or after the respective due dates therefor (or, in the case of redemption, on or after the Redemption Date), or (ii) reduce the percentage in this Section 7.01 required to consent to any action or amendment, without the consent of all of the holders of the COLT 2007-SN1 Secured Notes then outstanding. (c) Prior to the execution of any amendment or consent pursuant to Section 7.01(a) or (b), the Servicer shall furnish written notice of the substance of such amendment or consent to the Rating Agencies. (d) Promptly after the execution of any amendment or consent pursuant to Section 7.01(a) or (b), the COLT Indenture Trustee shall furnish a copy of such amendment or consent to each COLT 2007-SN1 Secured Noteholder and the COLT 2007-SN1 Certificateholder. (e) It shall not be necessary for the consent of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder pursuant to Section 7.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder provided for in this Agreement) and of evidencing the authorization of the execution thereof by the COLT 2007-SN1 Secured Noteholders and the COLT 2007-SN1 Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or the COLT Owner Trustee may prescribe, including the establishment of record dates. (f) Prior to the execution of any amendment to this Agreement, the COLT Indenture Trustee and the COLT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Section 7.01. The COLT Indenture Trustee and the COLT Owner Trustee, may, but shall not be obligated to, enter into any such amendment which affects such trustee's own rights, duties or immunities under this Agreement or otherwise. SECTION 7.02 Protection of Title to COLT. (a) The Servicer shall maintain accounts and records as to the Series 2007-SN1 Lease Assets accurately and in sufficient detail to permit the reader thereof to know at any time the status of the Series 2007-SN1 Lease Assets, including payments and recoveries on (or with respect to) each Series 2007-SN1 Lease and the amounts deposited in the COLT Collection Account, the Reserve Account, and the Applied Payment Ahead Account and any Payments Ahead held by the Servicer in respect of each Series 2007-SN1 Lease. (b) The Servicer shall maintain its computer systems so that the Servicer's master computer records (including any back-up archives) that refer to any Series 2007-SN1 Lease Asset indicate clearly that such Series 2007-SN1 Lease Asset is owned by COLT. Indication of COLT's ownership of a Series 2007-SN1 Lease Asset shall be deleted from or modified on the Servicer's computer systems when, and only when, in the case of a Series 2007-SN1 Lease, the Series 2007-SN1 Lease has been paid in full or purchased by the Servicer and, in the case of a Vehicle, when, and only when, such Vehicle is no longer owned by COLT. (c) If at any time the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive leases to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any Series 2007-SN1 Lease Asset, indicate clearly that such Series 2007-SN1 Lease Asset is owned by COLT unless such Series 2007-SN1 Lease Asset has been paid in full or repurchased by the Seller or purchased by the Servicer. (d) Neither the Servicer nor COLT shall at any time hold legal title to any Vehicles. As long as COLT shall own Series 2007-SN1 Lease Assets, legal title to the related Vehicles shall remain with VAULT, as nominee for COLT. (e) To the extent required by law, the Servicer shall cause the COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificate to be registered with the Commission pursuant to Sections 12(b), 12(g) or 15(h) of the Exchange Act within the time periods specified in such sections. SECTION 7.03 Notices. All demands, notices and communications upon or to GMAC, the Servicer, the Rating Agencies, COLT, the COLT 2007-SN1 Secured Noteholders or the COLT Owner Trustee on behalf of COLT under this Agreement shall be delivered as specified in Part III of Exhibit A. SECTION 7.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. SECTION 7.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement is for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. SECTION 7.06 Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon and enforceable by the parties hereto, the COLT Owner Trustee, the COLT 2007-SN1 Certificateholder, the COLT 2007-SN1 Secured Noteholders, the Trust and their respective successors and permitted assigns. Except as otherwise provided in this Section 7.06, no other Person shall have any right or obligation hereunder. SECTION 7.07 Headings. The headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. SECTION 7.08 Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties hereto, and all such provisions shall inure to the benefit of COLT. SECTION 7.09 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. SECTION 7.10 Rights Cumulative. All rights and remedies from time to time conferred upon or reserved to COLT, the COLT Owner Trustee, and the COLT Indenture Trustee on behalf of COLT, the Series 2007-SN1 Further Holders or the Servicer or to any or all of the foregoing are cumulative, and none is intended to be exclusive of another. No delay or omission in insisting upon the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every right and remedy may be exercised from time to time and as often as deemed expedient. SECTION 7.11 Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. SECTION 7.12 No Waiver. No waiver by any party hereto of any one or more defaults by any other party or parties in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or different nature. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law, in equity or otherwise. SECTION 7.13 Series Liabilities. It is expressly understood and agreed by the Servicer, all persons claiming through the Servicer, the COLT 2007-SN1 Certificateholder and each COLT 2007-SN1 Secured Noteholder that Series 2007-SN1 is a separate series of COLT as provided in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct records shall be maintained for Series 2007-SN1 Lease Assets and the Trust Assets associated with Series 2007-SN1 shall be held and accounted for separately from the other assets of COLT or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series 2007-SN1 Lease Assets, including the COLT Series 2007-SN1 Secured Notes, shall be enforceable against the Series 2007-SN1 Lease Assets only, and not against COLT generally or the assets securing any other Series of Secured Notes. SECTION 7.14 No Bankruptcy Petition. The Servicer hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all Secured Notes, it shall not institute against, or join any other Person in instituting against, COLT in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the bankruptcy or similar laws of the United States or any State of the United States. This Section 7.14 shall survive the termination of this Agreement and the resignation or removal of the Servicer under this Agreement. SECTION 7.15 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of COLT, (b) each of the representations, undertakings and agreements herein made on the part of COLT is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of COLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by COLT under this Agreement or the other COLT 2007-SN1 Basic Documents. SECTION 7.16 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this COLT Servicing Agreement may be assigned by the Servicer without the consent of any other Person to a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the Servicer, or more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or GMAC, provided that such entity executes an agreement of assumption as provided in Section 4.02 of this Agreement. SECTION 7.17 Information to Be Provided by the COLT Indenture Trustee. (a) The COLT Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Servicer for information regarding the COLT Indenture Trustee which is required in order to enable the Servicer to comply with the provisions of Items 1117, 1119 and 1122 of Regulation AB as it relates to the COLT Indenture Trustee or to the COLT Indenture Trustee's obligations under this Agreement and the COLT Indenture. (b) Except to the extent disclosed by the COLT Indenture Trustee in subsection (c) or (d) below, the COLT Indenture Trustee shall be deemed to have represented to the Servicer on the first day of each Collection Period with respect to the prior Collection Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against The Bank of New York Trust Company, N.A. or any property of The Bank of New York Trust Company, N.A. that would be material to any COLT 2007-SN1 Secured Noteholder or, to the extent that the COLT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such COLT 2007-SN1 Certificates. (c) The COLT Indenture Trustee shall, as promptly as practicable following notice to or discovery by the COLT Indenture Trustee of any changes to any information regarding the COLT Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Servicer, in writing, such updated information. (d) The COLT Indenture Trustee shall deliver to the Servicer on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the COLT Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the COLT Indenture Trustee, that except to the extent otherwise disclosed in writing to Seller, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against The Bank of New York Trust Company, N.A. or any property of The Bank of New York Trust Company, N.A. that would be material to any COLT 2007-SN1 Noteholder or, to the extent that the COLT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such COLT 2007-SN1 Certificates. (e) The COLT Indenture Trustee shall deliver to the Servicer on or before March 15 of each year, beginning with March 15, 2008 a report of a representative of the COLT Indenture Trustee with respect to the immediately preceding calendar year providing to the Servicer such information regarding the COLT Indenture Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum a description of any affiliation between the COLT Indenture Trustee and any of the following parties to this securitization transaction, as such parties are identified to the COLT Indenture Trustee by the Servicer in writing in advance of this securitization transaction: (i) CARI; (ii) GMAC; (iii) the Issuing Entity; (iv) the Trust Administrator; (v) the COLT Owner Trustee; (vi) the Swap Counterparty; and (vii) any other material transaction party In connection with the parties listed in clauses (i) and (vii) above, the COLT Indenture Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset backed securities issued in this securitization transaction. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written. CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact GMAC LLC, as Servicer By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as COLT Indenture Trustee By: /s/ Keith Richardson ------------------------------------ Name: Keith Richardson Title: Vice President EXHIBIT A to the COLT 2007-SN1 Servicing Agreement COLT Series Definitions (attached hereto) EXHIBIT B to the COLT 2007-SN1 Servicing Agreement FORM OF COLT CUSTODIAN AGREEMENT (attached hereto) EXHIBIT C to the COLT 2007-SN1 Servicing Agreement FORM OF COLT PULL AHEAD FUNDING AGREEMENT (attached hereto) EXHIBIT A TO THE COLT 2007-SN1 SERVICING AGREEMENT PART I - COLT SERIES DEFINITIONS When used in any COLT 2007-SN1 Basic Document, the following terms shall have the following meanings (such definitions to be applicable to both the singular and plural forms of such terms): "ABS Value": with respect to a Series 2007-SN1 Lease Asset on any Payment Date and the last day of the related Collection Period, (a) for each Administrative Lease Asset with respect to which the Servicer has paid the Administrative Purchase Payment as of the close of business on the last day of the related Collection Period pursuant to Section 2.13 of the COLT Servicing Agreement, zero; (b) for each Warranty Lease Asset with respect to which the Seller has paid the Warranty Payment as of the close of business on the last day of the related Collection Period pursuant to Section 4.04 of the COLT Sale and Contribution Agreement, zero; (c) for each Series 2007-SN1 Lease Asset that (i) terminated during or prior to the related Collection Period or reached its Scheduled Lease End Date during or prior to the related Collection Period, (ii) became a Pull Ahead Lease Asset during or prior to the related Collection Period, or (iii) became an Extended Lease during or prior to the related Collection Period, but, in each case, that did not become a Liquidating Lease Asset (and neither of the actions described in clauses (a) or (b) above have occurred with respect to such Series 2007-SN1 Lease Asset) during or prior to such Collection Period, the Lease Residual; (d) for each Series 2007-SN1 Lease Asset that became a Liquidating Lease Asset during or prior to such Collection Period, zero; and (e) for each other Series 2007-SN1 Lease Asset not described in clauses (a) through (d) above, the sum of (i) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate for such Series 2007-SN1 Lease Asset and computed on the basis of a 360-day year comprised of twelve 30-day months), of each Monthly Lease Payment (if any) for such Series 2007-SN1 Lease Asset due after the last day of the related Collection Period, discounted from the first day of the Collection Period in which such Monthly Lease Payment is due to the last day of the related Collection Period, (ii) the aggregate amount of past due and unpaid Monthly Lease Payments, if any, for which no Advances have been made for such Series 2007-SN1 Lease Asset, and (iii) the present value, as of the close of business on the last day of the related Collection Period (discounted at a rate equal to the Discount Rate for such Series 2007-SN1 Lease Asset and computed on the basis of a 360-day year comprised of twelve 30-day months), of the Lease Residual for such Series 2007-SN1 Lease Asset, discounted from the first day of the Collection Period in which the Scheduled Lease End Date for such Series 2007-SN1 Lease Asset occurs to the last day of the related Collection Period. "Account Holder": a bank or trust company whose short-term unsecured debt obligations have the Required Deposit Rating that holds one or more of the COLT 2007-SN1 Accounts. "Act": an Act as specified in Section 11.3(a) of the COLT Indenture. "Actual Payment": with respect to a Payment Date and a Series 2007-SN1 Lease, all payments received by the Servicer from or for the account of the Lessee during the related Collection Period, except for any Overdue Payments, Supplemental Servicing Fees, Excluded Amounts or any payments with respect to Sales and Use Tax Amounts. Actual Payments do not include Applied Payments Ahead. "Additional Servicing Fee": with respect to any Payment Date, the additional fee payable to the Servicer for services rendered during the related Collection Period, which shall be equal to the sum of (a) 1/12 of the Additional Servicing Fee Rate multiplied by the Aggregate ABS Value of the Series 2007-SN1 Lease Assets at the opening of business on the first day of the related Collection Period (or, for the first Payment Date, the Additional Servicing Fee Rate multiplied by a fraction, the numerator of which is 61 and the denominator of which is 360, multiplied by the Aggregate Initial ABS Value) and (b) any unpaid Additional Servicing Fees from any prior Payment Date. "Additional Servicing Fee Rate": 1.00% per annum. "Administrative Lease Asset": a Series 2007-SN1 Lease Asset that the Servicer is required to purchase pursuant to Section 2.13 of the COLT Servicing Agreement. "Administrative Purchase Payment": with respect to an Administrative Lease Asset, the ABS Value of such Administrative Lease Asset determined as of the close of business on the last day of the Collection Period prior to the Collection Period as of which the Servicer is required (or, if earlier, elects) to purchase such Administrative Lease Asset. "Advance": with respect to the Series 2007-SN1 Lease Assets and any Payment Date, the amount that the Servicer has advanced pursuant to Section 3.06 of the COLT Servicing Agreement. "Agency Office": the office of COLT maintained pursuant to Section 3.2 of the COLT Indenture. "Aggregate ABS Value": as of any date of determination, an amount equal to the sum of the ABS Values of all Series 2007-SN1 Lease Assets on such date. "Aggregate Initial ABS Value": an amount equal to the sum of the Initial ABS Values of all Series 2007-SN1 Lease Assets. "Aggregate Noteholders' Principal Distributable Amount": as defined in Appendix A to the Trust Sale and Administration Agreement. "Aggregate Residual Losses": as of any Payment Date, an amount equal to the positive or negative difference of (i) the aggregate ABS Value as of the first day of the related Collection 2 Period of each Series 2007-SN1 Lease Asset with respect to which the related Vehicle was liquidated by or on behalf of the Servicer during the related Collection Period, other than any Series 2007-SN1 Lease Asset with respect to which the related Vehicle was repossessed by the Servicer in connection with a default by the related Lessee on its obligations under the related Series 2007-SN1 Lease, over (ii) any collections, including any Sale Proceeds and Pull Ahead Payments, received by the Servicer and applied during such Collection Period with respect to such Series 2007-SN1 Lease Assets. "Aggregate Secured Note Interest Distributable Amount": for any Payment Date, an amount equal to the sum of the Secured Note Interest Distributable Amounts for all COLT 2007-SN1 Secured Notes on such Payment Date. "Aggregate Secured Note Principal Balance": on any date of determination, the sum of the Secured Note Principal Balances for all COLT 2007-SN1 Secured Notes on such date. "ALG Residual": with respect to a Series 2007-SN1 Lease Asset, the applicable expected value of the related Vehicle at the Scheduled Lease End Date as determined by Automotive Lease Guide Co. and as selected by the Servicer on the date such Series 2007-SN1 Lease Asset was originated. "Applied Extended Lease Payment Amount": with respect to each Payment Date, the amount of any Extended Lease Payments received or deposited by the Servicer into the COLT Collection Account during or prior to the related Collection Period in respect of Applied Extended Leases for such Payment Date. "Applied Extended Leases": with respect to each Payment Date, any Extended Lease which became a Liquidating Lease Asset during the related Collection Period. "Applied Payments Ahead": with respect to a Payment Date and a Series 2007-SN1 Lease on which the Actual Payment made by the Lessee during the related Collection Period was less than the Monthly Lease Payment, an amount equal to the lesser of (i) the Payments Ahead with respect to such Series 2007-SN1 Lease and (ii) the amount by which the Monthly Lease Payment exceeds such Actual Payment. "Approval Condition": with respect to the COLT 2007-SN1 Secured Notes and any action or proposed action related thereto, that each Rating Agency then rating the Rated Notes shall have notified the Servicer, the COLT Owner Trustee and the COLT Indenture Trustee that such action will not result in a reduction or withdrawal of its rating on the Rated Notes. "Authorized Officer": with respect to COLT, any officer or agent acting under power of attorney of the COLT Owner Trustee who is authorized to act for the COLT Owner Trustee in matters relating to COLT and who is identified on the list of Authorized Officers delivered by the COLT Owner Trustee to the COLT Indenture Trustee on the Series 2007-SN1 Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the COLT Servicing Agreement is in effect, any officer of the Servicer who is authorized to act for COLT pursuant to the COLT Servicing Agreement and who is identified on the list of Authorized Officers delivered by the Servicer to the COLT Indenture 3 Trustee on the Series 2007-SN1 Closing Date (as such list may be modified or supplemented from time to time thereafter). "Available Distribution Amount": with respect to any Payment Date, the sum of (I) the excess of (A) the sum of (i) the COLT Collections received by the Servicer on the Series 2007-SN1 Lease Assets during the related Collection Period, and (ii) the Applied Extended Lease Payment Amount for such Payment Date, over (B) the Unapplied Extended Lease Payment Amount for such Payment Date, plus (II) the amounts transferred from the Reserve Account to the COLT Collection Account on such Payment Date pursuant to Section 3.03(b)(iv) of the COLT Servicing Agreement, minus (III) any amounts for Outstanding Advances and Liquidation Expenses withdrawn from the COLT Collection Account on such Payment Date pursuant to Section 3.03(b)(iii) of the COLT Servicing Agreement. "Basic Servicing Fee": with respect to any Payment Date, the product of (i) the Aggregate ABS Value of the Series 2007-SN1 Lease Assets at the opening of business on the first day of the related Collection Period, (ii) 1/12 (or with respect to the first Payment Date, a fraction, the numerator of which is 61 and the denominator of which is 360), and (iii) the Basic Servicing Fee Rate. "Basic Servicing Fee Rate": 1.00%. "Beneficial Interest": with respect to any Vehicle related to a Series 2007-SN1 Lease Asset, (x) the beneficial interest in VAULT representing an interest in the legal title to such Vehicle, or (y) or to the extent that, notwithstanding the terms of the VAULT Trust Agreement and the Statutory Trust Act, COLT is deemed to hold a direct ownership interest in the legal title to such Vehicle (and not merely a beneficial interest in VAULT representing an interest in the legal title to such Vehicle), the direct ownership interest in the legal title to such Vehicle. "Benefit Plan": means any of (i) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a "plan" described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets of any of the foregoing. "Buyer": as set forth in the form of Transfer Certificate contained in Exhibit C to the COLT Indenture. "CARAT": Capital Auto Receivables Asset Trust 2007-SN1, a Delaware statutory trust created by the Trust Agreement. "CARAT 2007-SN1 Certificate": as set forth in Appendix A to the Trust Sale and Administration Agreement. "CARAT 2007-SN1 Notes": as set forth in Appendix A to the Trust Sale and Administration Agreement. "CARAT Basic Documents": as set forth in Appendix A to the Trust Sale and Administration Agreement. 4 "CARAT Collection Account": the account designated as the "Collection Account", established and maintained pursuant to Section 5.01(a)(i) of the Trust Sale and Administration Agreement. "CARAT Collection Account Shortfall Amount": with respect to any Payment Date, the excess of (A) the amounts payable from the CARAT Collection Account on such Payment Date pursuant to Section 4.05(b) of the Trust Sale and Administration Agreement or, following the occurrence of a CARAT Indenture Event of Default and a declaration that the CARAT 2007-SN1 Notes have become immediately due and payable, pursuant to Section 8.01(b) of the Trust Sale and Administration Agreement (in each case, other than deposits to the Reserve Account and payments on the CARAT 2007-SN1 Certificates in accordance with the priorities of payment set forth therein), over (B) the Total Available Amount (other than any amounts set forth in clause (i) of the definition thereof) for such Payment Date. "CARAT Indenture": the CARAT 2007-SN1 Indenture, dated as of the Series 2007-SN1 Closing Date, between the Trust and the CARAT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time. "CARAT Indenture Event of Default": the meaning assigned to the term "Event of Default" in Appendix A to the Trust Sale and Administration Agreement. "CARAT Indenture Trustee": The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States, not in its individual capacity but solely as trustee under the CARAT Indenture, or any successor thereto. "CARAT Owner Trustee": Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as trustee under the Trust Agreement, or any successor thereto. "Class A-1 Notes": as set forth in Appendix A to the Trust Sale and Administration Agreement. "CARI": Capital Auto Receivables LLC, a Delaware limited liability company formerly known as Capital Auto Receivables, Inc. "Code": Internal Revenue Code of 1986, as amended "Collection Period": each calendar month (or, in the case of the first Collection Period, the period from and including the Cutoff Date to and including May 31, 2007). With respect to any Payment Date, the "related Collection Period" is the Collection Period preceding the calendar month in which such Payment Date occurs. "COLT 2007-SN1 Account": each of the COLT Collection Account, the Reserve Account and the Payment Ahead Servicing Account. "COLT 2007-SN1 Basic Documents": the Declaration of Trust, the COLT 2007-SN1 Supplement to the Declaration of Trust, the VAULT Trust Agreement, the COLT 2007-SN1 Transfer Direction, the COLT Designation, the VAULT Security Agreement, the COLT Sale and 5 Contribution Agreement, the COLT Indenture, the COLT Servicing Agreement, the COLT Pull Ahead Funding Agreement, the COLT Custodian Agreement, the COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificate. "COLT 2007-SN1 Certificate": each certificate issued pursuant to Section 10.2 of the COLT 2007-SN1 Supplement to the Declaration of Trust. "COLT 2007-SN1 Certificateholder": COLT, LLC or any other Person that holds the COLT 2007-SN1 Certificate. "COLT 2007-SN1 Collateral": as set forth in the Granting Clause of the COLT Indenture. "COLT 2007-SN1 Lease Assets Assignment": as set forth in Section 2.01 of the COLT Sale and Contribution Agreement and attached as Exhibit A to the COLT Sale and Contribution Agreement. "COLT 2007-SN1 Secured Note": each of the Secured Notes, designated as a COLT 2007-SN1 Secured Note, issued by COLT pursuant to the COLT Indenture. "COLT 2007-SN1 Secured Note Rate": 6.05% per annum. "COLT 2007-SN1 Secured Noteholder" or "Holder": as of any date of determination, the Person in whose name such COLT 2007-SN1 Secured Note is registered in the Secured Note Register on such date. "COLT 2007-SN1 Supplement to the Declaration of Trust": the COLT 2007-SN1 Supplement to the Declaration of Trust, dated as of the Series 2007-SN1 Closing Date, between the COLT Owner Trustee and COLT, LLC, as Residual Certificateholder, pursuant to Section 3.2 of the Declaration of Trust, as the same may be amended, supplemented or otherwise modified from time to time. "COLT 2007-SN1 Transfer Direction": the transfer direction, dated as of May 28, 2007, with respect to the transfer by the Seller to COLT of the Seller's beneficial interest in the Vehicles related to the Series 2007-SN1 Lease Assets under the VAULT Trust Agreement, executed by GMAC, the VAULT Trustee and COLT pursuant to the VAULT Trust Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "COLT 2007-SN1 Trust Estate": all right, title and interest of COLT in, to and under the COLT 2007-SN1 Collateral and all right, title and interest of VAULT in, to and under the Pledged Collateral. "COLT Collection Account": the account designated as such and established and maintained pursuant to Section 3.01(a)(i) of the COLT Servicing Agreement. "COLT Collections": with respect to any Payment Date and the Series 2007-SN1 Lease Assets, an amount equal to the sum of the following amounts with respect to the related Collection Period: 6 (i) the Monthly Lease Payments received with respect to the Series 2007-SN1 Lease Assets (including Applied Payments Ahead but excluding Excess Payments made during such Collection Period that are treated as Payments Ahead); (ii) all Pull Ahead Payments received or deposited by the Servicer since the preceding Payment Date (or with respect to the first Payment Date, since the Cutoff Date) with respect to any Series 2007-SN1 Lease Assets that became Pull Ahead Lease Assets during or prior to the related Collection Period; (iii) all Warranty Payments received or deposited by the Servicer in respect of the Series 2007-SN1 Lease Assets during the related Collection Period; (iv) all Administrative Purchase Payments received or deposited by the Servicer in respect of the Series 2007-SN1 Lease Assets during the related Collection Period; (v) all Sale Proceeds received or deposited by the Servicer in respect of the Series 2007-SN1 Lease Assets during the related Collection Period; (vi) any Monthly Payment Advances and Residual Advances with respect to such Payment Date; (vii) all Extended Lease Payments received or deposited by the Servicer with respect to Extended Leases during the related Collection Period; (viii) if such Payment Date is the Optional Purchase Date, the Optional Purchase Price deposited into the COLT Collection Account by the Servicer on such Payment Date pursuant to Section 6.01 of the COLT Servicing Agreement; (ix) all Insurance Proceeds received with respect to the Series 2007-SN1 Lease Assets during the related Collection Period; (x) without double counting any of the amounts specifically set forth above, the portion of any Security Deposits with respect to the Series 2007-SN1 Lease Assets deemed to be included as part of COLT Collections for the related Collection Period pursuant to Section 2.03(b) of the COLT Servicing Agreement; plus (xi) any other amounts received by the Servicer during the related Collection Period with respect to the Series 2007-SN1 Lease Assets, other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments and Sales and Use Tax Amounts. In no event shall the term "COLT Collections" for any Payment Date include any Excluded Amounts or Sales and Use Tax Amounts received during the related Collection Period. "COLT Custodian": GMAC LLC or another custodian named from time to time in the COLT Custodian Agreement. 7 "COLT Custodian Agreement": the COLT 2007-SN1 Custodian Agreement, dated as of the Series 2007-SN1 Closing Date, between the COLT Custodian and the COLT Owner Trustee, substantially in the form of Exhibit B to the COLT Servicing Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "COLT Indenture": the COLT 2007-SN1 Indenture, dated as of the Series 2007-SN1 Closing Date, between COLT and the COLT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time. "COLT Indenture Trustee": The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States, not in its individual capacity but solely as trustee under the COLT Indenture, or any successor thereto. "COLT, LLC": Central Originating Lease, LLC, or any successor thereto. "COLT Order": a written order signed in the name of COLT by any of its Authorized Officers and delivered to the COLT Indenture Trustee. "COLT Overcollateralization Amount": $175,001,422.85, which is equal to the excess of the Aggregate Initial ABS Value over the Initial Secured Note Principal Balance. "COLT Owner Trustee": has the meaning assigned to the term in Appendix A to the Trust Sale and Administration Agreement. "COLT Pull Ahead Funding Agreement": the COLT 2007-SN1 Pull Ahead Funding Agreement, dated as of the Series 2007-SN1 Closing Date, between GMAC, as agent on behalf of General Motors, COLT and the COLT Indenture Trustee, substantially in the form attached as Exhibit C to the COLT Servicing Agreement, as the same may be amended, supplemented or otherwise modified from time to time. "COLT Program Definitions": the COLT Program Definitions attached as Exhibit I to the Declaration of Trust. "COLT Request": a written request signed in the name of COLT by any of its Authorized Officers and delivered to the COLT Indenture Trustee. "COLT Sale and Contribution Agreement": the COLT 2007-SN1 Sale and Contribution Agreement, dated as of the Series 2007-SN1 Closing Date, between COLT and GMAC, as the same may be amended, supplemented or otherwise modified from time to time. "COLT Servicing Agreement": the COLT 2007-SN1 Servicing Agreement, dated as of the Series 2007-SN1 Closing Date, between GMAC, as servicer, COLT and the COLT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time. "Commission": The Securities and Exchange Commission. "Corporate Trust Office": with respect to the COLT Indenture Trustee, the principal office at which at any particular time the corporate trust business of the COLT Indenture Trustee 8 is administered, which office is initially located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602. "Customary Servicing Practices": the customary servicing practices, procedures and policies utilized by the Servicer with respect to automotive leases that it services for itself or others, as such practices, procedures and policies may be changed from time to time. "Cutoff Date": April 1, 2007. "DBRS": DBRS Inc., or any successor thereto. "Declaration of Trust": the Declaration of Trust by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, dated as of December 13, 2006, acknowledged, accepted and agreed to by COLT, LLC, as the same may be amended, supplemented or otherwise modified from time to time. "Default": Any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default under the COLT Indenture with respect to the COLT 2007-SN1 Secured Notes. "Delivery": when used with respect to Designated Account Property, "Delivery" means: (i) with respect to bankers' acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute "instruments" as defined in Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the Designated Account Owner or its nominee or custodian by physical delivery to the Designated Account Owner or its nominee or custodian endorsed to, or registered in the name of, the Designated Account Owner or its nominee or custodian or endorsed in blank, and, with respect to a "certificated security" (as defined in Section 8-102 of the UCC) transfer to thereof (A) by delivery of such certificated security endorsed to, or registered in the name of, the Designated Account Owner or its nominee or custodian, or to another person, other than a "securities intermediary" (as defined in Section 8-102(14) of the UCC), who acquires possession of the certificated security on behalf of the Designated Account Owner or its nominee or custodian or, having previously acquired possession of the certificate, acknowledges in an authenticated record that it holds for the Designated Account Owner or its nominee or custodian, or (B) by delivery thereof to a "securities intermediary", who has agreed to hold all such assets delivered to it as "financial assets" under Article 8 of the applicable UCC and credit such assets to a "securities account" in which the Designated Account Owner is the entitlement holder, or (C) by delivery thereof to a "clearing corporation" (all of the foregoing, the "Physical Property"), and, in any event, any such Physical Property in registered form shall be in the name of the Designated Account Owner or its nominee or custodian; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Designated Account Property to the Designated Account Owner or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof; 9 (ii) with respect to any such Designated Account Property that is any security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable Federal regulations and Articles 8 and 9 of the UCC: (A) book-entry registration of such Designated Account Property to an appropriate book-entry account maintained with a Federal Reserve Bank by a financial intermediary which is also a "depositary" pursuant to applicable federal regulations and issuance by such intermediary of a deposit advice or other written confirmation of such book-entry registration to the Designated Account Owner or its nominee or custodian of the purchase by the Designated Account Owner or its nominee or custodian of such book-entry securities, (B) the making by such financial intermediary of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Designated Account Owner or its custodian or nominee and indicating that such custodian holds such Designated Account Property solely as agent for the Designated Account Owner or its nominee or custodian, (C) the making by the Designated Account Owner of entries in its books and records establishing that it holds such Designated Account Property solely as Designated Account Owner under the terms of Section 3.01 of the COLT Servicing Agreement, and (D) such additional or alternative procedures as may hereafter become appropriate to effect complete transfer or ownership of any such Designated Account Property to the Designated Account Owner, consistent with changes in applicable law or regulations or the interpretation thereof; and (iii) with respect to any item of Designated Account Property that is an uncertificated security (as defined in Section 8-102(18) of the UCC) and that is not governed by clause (ii) above, (A) registration on the books and records of the issuer thereof in the name of the Designated Account Owner or its nominee or custodian, (B) registration on the books and records of the issuer thereof in the name of another person, other than a securities intermediary, who acknowledges that it holds such uncertificated security for the benefit of the Designated Account Owner or its nominee or custodian, or (C) the delivery of such uncertificated security to a securities intermediary who has agreed to hold all such uncertificated securities delivered to it as "financial assets" under Article 8 of the applicable UCC and credit such assets to a "securities account" in which the Designated Account Owner is the entitlement holder. "Designated Account Owner": with respect to any Designated Account, the Person in whose name such account is required to be maintained. "Designated Account Property": all amounts and investments held from time to time in any Designated Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise) and all proceeds of the foregoing. "Designated Accounts": the COLT Collection Account and the Reserve Account. 10 "Determination Date": the 10th day of each calendar month, or if such 10th day is not a Business Day, the next succeeding Business Day. With respect to any Payment Date, the "related Determination Date" is the Determination Date preceding such Payment Date. "Direct COLT Pledge": as set forth in the Granting Clause of the COLT Indenture. "Discount Rate": 10.00% per annum. "Eligible Deposit Account": either (i) a segregated account with an Eligible Institution or (ii) a segregated trust account with the corporate trust department of a depositary institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade. "Eligible Institution": either (i) the corporate trust department of the Designated Account Owner, Deutsche Bank Trust Company Delaware or the COLT Indenture Trustee or (ii) a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), (A) which has either (1) a long-term unsecured debt rating acceptable to the Rating Agencies or (2) a short-term unsecured debt rating or certificate of deposit rating acceptable to the Rating Agencies and (B) whose deposits are insured by the Federal Deposit Insurance Corporation. "Eligible Investments": book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence: (i) direct obligations of, and obligations fully guaranteed as to full and timely payment by, the full faith and credit of the United States of America; (ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt or certificates of deposit granted thereby; (iii) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt or certificates of deposit granted thereby; (iv) investments in money market funds having a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt or 11 certificates of deposit granted thereby (including funds for which the Designated Account Owner, the COLT Owner Trustee or the COLT Indenture Trustee or any of their respective affiliates is an investment manager or advisor, so long as such fund shall have such rating); (v) bankers' acceptances issued by any depository institution or trust company referred to in clause (ii) above; (vi) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (A) a depository institution or trust company (acting as principal) described in clause (ii) or (B) a depository institution or trust company (x) the deposits of which are insured by FDIC or (y) the counterparty for which has a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations, the collateral for which is held by a custodial bank for the benefit of the Designated Account Owner or the COLT Indenture Trustee, is marked to market daily and is maintained in an amount that exceeds the amount of such repurchase obligation, and which is required to be liquidated immediately upon the amount of such collateral being less than the amount of such repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall); (vii) (solely in the case of the Reserve Account) the Class A-1 Notes; (viii) commercial paper master notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations; and (ix) any other investment permitted by the Rating Agencies; in each case, other than as permitted by the Rating Agencies, maturing (A) not later than the Business Day immediately preceding the next Payment Date or (B) on such next Payment Date if either (x) such investment is in the institution with which the applicable account is then maintained or (y) the Designated Account Owner (or such other Person in whose name the applicable account is maintained) (so long as the short-term unsecured debt obligations of the Designated Account Owner (or such other Person in whose name the applicable account is maintained) are rated at least "F1" by Fitch, "A-1" by S&P and "R-1" and by DBRS on the date such investment is made) shall advance funds on such Payment Date in the amount payable on such investment on such Payment Date pending receipt thereof to the extent necessary to make distributions on such Payment Date in accordance with Article III of the COLT Servicing Agreement. The provisions in clauses (ii), (iii), (iv), (vi) and (vii) above requiring that certain investments be rated in the highest investment category granted by each Rating Agency require such rating from S&P and, if Fitch or DBRS is then rating such investment, from Fitch and DBRS, respectively. For purposes of the foregoing, (x) unless the Designated Account Owner (or such other Person in whose name the applicable account is maintained) objects at the time an investment is made, the Designated Account Owner (or such other Person in whose name the 12 applicable account is maintained) shall be deemed to have agreed to make such advance with respect to such investment, and (y) references herein to a rating in the investment category for short term unsecured debt or certificates of deposit shall mean "A-1" in the case of S&P, "F1" in the case of Fitch and "R-1" in the case of DBRS. "ERISA": Employee Retirement Income Security Act of 1974, as amended. "ERISA Affiliate": a corporation, trade or business that is, along with GMAC, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Section 414 of the Code or Section 4001 of ERISA. "Event of Default": an event described in Section 5.1 of the COLT Indenture. "Event of Default Sale Notice": as set forth in Section 5.4 of the COLT Indenture. "Excess Payment": as set forth in Section 3.05(a) of the COLT Servicing Agreement. "Excess Wear and Excess Mileage Charges": with respect to any Series 2007-SN1 Lease Asset, charges to a Lessee in accordance with the terms of the related Series 2007-SN1 Lease upon termination of such Series 2007-SN1 Lease (i) as a result of excess wear and tear with respect to the related Vehicle and (ii) mileage charges incurred for vehicle mileage in excess of the amount permitted under the Series 2007-SN1 Lease. "Exchange Act": as set forth in Appendix A to the Trust Sale and Administration Agreement. "Excluded Amounts": with respect to any Payment Date and to any Series 2007-SN1 Lease Asset, the sum of (i) any amounts received by the Servicer during the related Collection Period with respect to any administrative fees and parking tickets and fines on the related Vehicle, (ii) premiums paid by the Servicer or due to the related insurer during the related Collection Period in connection with the maintenance of insurance with respect to such Series 2007-SN1 Lease Asset, and (iii) any amounts required under applicable law to be paid or refunded to the Lessee during the related Collection Period (including any rebates of premiums with respect to cancellation of any insurance policy or service contract entered into by such Lessee). "Extended Lease": any Series 2007-SN1 Lease that has reached its Scheduled Lease End Date, with respect to which (x) the Lessee has paid all Monthly Lease Payments required under the terms of such Series 2007-SN1 Lease and (y) the Lessee has agreed with the Servicer to extend the term of such Series 2007-SN1 Lease and to continue making Monthly Lease Payments under such Series 2007-SN1 Lease in an amount as agreed between the Lessee and the Servicer in accordance with Customary Servicing Practices. "Extended Lease Payments": with respect to any Extended Lease and any Collection Period prior to the Collection Period in which the related Vehicle was sold or otherwise disposed of by the Servicer, any Monthly Lease Payments due under such Extended Lease after its Scheduled Lease End Date and received by the Servicer during the related Collection Period, 13 minus any payments in respect of Sales and Use Tax Amounts required to be paid with respect to such Extended Lease during such Collection Period. "FDIC": Federal Deposit Insurance Corporation or any successor agency. "Final Maturity Date": the Payment Date in January 2012. "Fitch": Fitch, Inc., or any successor thereto. "General Motors": General Motors Corporation, a Delaware corporation. "GMAC": GMAC LLC, a Delaware limited liability company formerly known as General Motors Acceptance Corporation. "Grant": to mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon, a security interest in and right of set off against, deposit, set over and confirm pursuant to the COLT Indenture. A Grant of the COLT 2007-SN1 Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the COLT 2007-SN1 Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. "Holder": with respect to any COLT 2007-SN1 Secured Note and any date of determination, the Person in whose name such COLT 2007-SN1 Secured Note is registered in the Secured Note Register on such date. "Indemnified Person": as set forth in Section 4.01(a)(ii) of the COLT Servicing Agreement. "Independent": when used with respect to any specified Person, the Person (a) is in fact independent of COLT, the Seller, the Servicer and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in COLT, the Seller, the Servicer or any Affiliate of any of the foregoing Persons and (c) is not connected with COLT, the Seller, the Servicer or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. "Independent Certificate": a certificate or opinion to be delivered to the COLT Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the COLT Indenture, made by an Independent appraiser or other expert appointed by a COLT Order and approved by the COLT Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" and that the signer is Independent within the meaning thereof. 14 "Initial ABS Value": with respect to each Series 2007-SN1 Lease Asset, the sum of (i) the present value, as of the Cutoff Date (discounted at a rate equal to the Discount Rate for such Series 2007-SN1 Lease Asset and computed on the basis of a 360-day year comprised of twelve 30-day months), of each Monthly Lease Payment (if any) for such Series 2007-SN1 Lease Asset due after the Cutoff Date, discounted from the first day of the Collection Period in which such Monthly Lease Payment is due to the Cutoff Date, (ii) the aggregate amount of past due and unpaid Monthly Lease Payments (if any) for which no Advances have been made, and (iii) the present value, as of the close of business on the Cutoff Date (discounted at a rate equal to the Discount Rate for such Series 2007-SN1 Lease Asset and computed on the basis of a 360-day year comprised of twelve 30-day months), of the Lease Residual for such Series 2007-SN1 Lease Asset, discounted from the first day of the Collection Period in which the Scheduled Lease End Date for such Series 2007-SN1 Lease Asset occurs to the Cutoff Date. "Initial Secured Note Principal Balance": as set forth in Section 2.1(c) of the COLT Indenture. "Institutional Accredited Investor": as set forth in Section 2.11 of the COLT Indenture. "Insurance Proceeds": with respect to a Payment Date and a Series 2007-SN1 Lease Asset, all amounts received by the Servicer during the related Collection Period with respect to any insurance policies maintained with respect to such Series 2007-SN1 Lease Asset pursuant to Section 2.08 of the COLT Servicing Agreement. "Interested Parties": as set forth in the recitals to the COLT Sale and Contribution Agreement. "Investment Earnings": investment earnings on investments of funds deposited in the COLT 2007-SN1 Accounts, net of losses and investment expenses. "Lease Residual": with respect to any Series 2007-SN1 Lease Asset, the lesser of the Stated Residual Value and the ALG Residual for the related Vehicle. "Lessee": with respect to any Series 2007-SN1 Lease Asset, the lessee or the co-lessees of the Vehicle and any guarantor of the Series 2007-SN1 Lease comprising such Series 2007-SN1 Lease Asset. "Lessee Purchase Amount": with respect to a Vehicle related to a Series 2007-SN1 Lease Asset that the Lessee is purchasing at the Scheduled Lease End Date, all amounts payable by the Lessee in connection with such purchase under the related Series 2007-SN1 Lease. "Liquidating Lease Asset": a Series 2007-SN1 Lease Asset with respect to which the first of the following has occurred during a Collection Period: (a) the related Vehicle was sold or otherwise disposed of by the Servicer following repossession thereof or the scheduled or early termination of the related Series 2007-SN1 Lease; 15 (b) the related Series 2007-SN1 Lease reached its Scheduled Lease End Date more than 120 days prior to the end of such Collection Period and as of the end of such Collection Period, the related Vehicle remained unsold; (c) the related Series 2007-SN1 Lease became an Extended Lease on its Scheduled Lease End Date and such Scheduled Lease End Date shall have occurred more than 120 days prior to the end of such Collection Period and as of the end of such Collection Period, the related Vehicle remained unsold; or (d) the Servicer's records, in accordance with its Customary Servicing Practices, disclose that all Insurance Proceeds expected to be received have been received by the Servicer following a casualty or other loss with respect to the related Vehicle. "Liquidation Expenses": with respect to a Series 2007-SN1 Lease Asset in respect of which the related Vehicle has been sold or otherwise disposed of by the Servicer during or prior to the related Collection Period, the amount charged to the account of the Lessee, in keeping with the Servicer's Customary Servicing Practices, for refurbishing and disposing of the related Vehicle and other out-of-pocket costs related to the liquidation, including all repossession, auction, painting repair, legal and any and all other similar liquidation, collection and refurbishment costs and expenses. "Monthly Lease Payment": with respect to any Series 2007-SN1 Lease Asset, the amount required to be paid by the Lessee under the related Series 2007-SN1 Lease on or prior to each Monthly Lease Payment Date (as such amount may be modified in connection with any permitted modification or extension), minus any payments with respect to Sales and Use Tax Amounts required to be paid pursuant to such Series 2007-SN1 Lease on or prior to such Monthly Lease Payment Date. "Monthly Lease Payment Date": with respect to any Series 2007-SN1 Lease Asset, the date specified in the related Series 2007-SN1 Lease as the date on or before which the Lessee is required to make a payment each month. "Monthly Payment Advance": as set forth in Section 3.06(a) of the COLT Servicing Agreement. "Monthly Remittance Condition": a condition that shall be satisfied if (A) GMAC or any Affiliate thereof is the Servicer, (B) no Servicer Default has occurred and is continuing, and (C) either (i) the short-term unsecured debt of the Servicer is rated at least "A-1" by S&P and "F1" by Fitch, and if DBRS is then rating such investment, "R-1" by DBRS, or (ii) the Servicer has made any other arrangements satisfactory to the Rating Agencies. "New COLT Designation": the Designation of Trust Beneficiary and Creation of Series of Beneficial Interest, dated as of December 13, 2006, between GMAC and COLT and accepted, acknowledged and agreed by the VAULT Trustee and Multi-Use Lease Entity Trust, a Delaware statutory trust. "New COLT Series": the series created for the benefit of COLT pursuant to the New COLT Designation dated as of December 13, 2006. 16 "Note Principal Balance": as defined in Appendix A to the Trust Sale and Administration Agreement. "Notice of Default": as set forth in Section 5.1(b) of the COLT Indenture. "Officers' Certificate": (i) with respect to any corporation, unless otherwise specified in this Agreement, a certificate signed by the Chairman of the Board, Vice Chairman of the Board, President, any Vice President, any Treasurer, any Assistant Treasurer, any Secretary or any Assistant Secretary of such corporation, (ii) with respect to any limited liability company, a certificate signed by any manager of such limited liability company, and (iii) with respect to COLT, the COLT Owner Trustee or the COLT Indenture Trustee, a certificate signed by any Responsible Officer thereof. "Opinion of Counsel": a written opinion of counsel, who may be an employee of the Servicer or its Affiliates. "Optional Purchase Date": as set forth in Section 6.01 of the COLT Servicing Agreement. "Optional Purchase Price": as set forth in Section 6.01 of the COLT Servicing Agreement. "Outstanding": with respect to any COLT 2007-SN1 Secured Notes and date of determination, all such COLT 2007-SN1 Secured Notes theretofore authenticated and delivered under the COLT Indenture except: (1) COLT 2007-SN1 Secured Notes theretofore canceled by the COLT Indenture Trustee in accordance with Section 2.7 of the COLT Indenture; (2) COLT 2007-SN1 Secured Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the COLT Indenture Trustee or any Paying Agent in trust for the Holders of such COLT 2007-SN1 Secured Notes; provided, however, that if such COLT 2007-SN1 Secured Notes are to be redeemed, notice of such redemption has been duly given pursuant to the COLT Indenture or provision therefore, satisfactory to the COLT Indenture Trustee, has been made; and (3) COLT 2007-SN1 Secured Notes in exchange for or in lieu of other COLT 2007-SN1 Secured Notes which have been authenticated and delivered pursuant to the COLT Indenture unless proof satisfactory to the COLT Indenture Trustee is presented that any such COLT 2007-SN1 Secured Notes are held by a Protected Purchaser; provided, however, that in determining whether the Holders of the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document or any COLT 2007-SN1 Basic Document related thereto, COLT 2007-SN1 Secured Notes both legally and beneficially owned by COLT, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding. COLT 2007-SN1 Secured Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the COLT Indenture Trustee the pledgor's right so to act with respect to such COLT 2007-SN1 Secured Notes and that the 17 pledgee is not the issuer of the COLT 2007-SN1 Secured Notes, the Seller of the Secured Notes under the Secured Notes Trust Sale and Administration Agreement, the Servicer or an Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding. "Outstanding Advance": as of the last day of a Collection Period and with respect to a Series 2007-SN1 Lease Asset, the sum of all Monthly Payment Advances and Residual Advances made on or prior to such date, minus all payments made or collections received on or prior to such date that are specified in Section 3.06(c) and (d) of the COLT Servicing Agreement as reducing Outstanding Advances with respect to such Series 2007-SN1 Lease Asset. "Outstanding Amount": as of any date, the aggregate Secured Note Principal Balance of all COLT 2007-SN1 Secured Notes Outstanding at such date. "Overdue Payment": with respect to a Payment Date and a Series 2007-SN1 Lease Asset, all payments, other than Supplemental Servicing Fees, Excluded Amounts and Sales and Use Tax Amounts, received by the Servicer from or for the account of the related Lessee during the related Collection Period, to the extent of the portion of any Outstanding Advances made with respect to such Series 2007-SN1 Lease Asset. "Paying Agent": with respect to the COLT Indenture, the COLT Indenture Trustee or any other Person that meets the eligibility standards for the COLT Indenture Trustee specified in Section 6.11 of the COLT Indenture and is authorized by COLT to make the payments to and distributions from the COLT Collection Account on the COLT 2007-SN1 Secured Notes on behalf of COLT. "Payment Ahead Servicing Account": as set forth in Section 3.01(a)(ii) of the COLT Servicing Agreement. "Payment Date": the fifteenth day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing June 15, 2007. "Payments Ahead": with respect to each Payment Date and a Series 2007-SN1 Lease, the aggregate of all Excess Payments on such Series 2007-SN1 Lease received during or prior to the related Collection Period minus the aggregate of all Applied Payments Ahead on such Series 2007-SN1 Lease which were applied on any prior Payment Date. "PBGC": the Pension Benefit Guaranty Corporation. "Perfection Representations": the representations set forth on Schedule B to the COLT Sale and Contribution Agreement. "Physical Property": the property described as such in the definition of "Delivery." "Pledged Collateral": as set forth in Section 2 of the VAULT Security Agreement. "Pooling and Administration Agreement": the Pooling and Administration Agreement, dated as of the Series 2007-SN1 Closing Date, between GMAC and CARI, as the same may be amended, supplemented or otherwise modified from time to time. 18 "Proceeding": any suit in equity, action at law or other judicial or administrative proceeding. "Protected Purchaser": as defined in Section 8-303 of the UCC, provided that the requirements of Section 8-405 of the UCC are met. "Pull Ahead Agent": GMAC, in its capacity as agent for General Motors under the Pull Ahead Funding Agreement. "Pull Ahead Funding Agreement": the Pull Ahead Funding Agreement, dated as of the Closing Date, between GMAC, as agent for General Motors, COLT and the COLT Indenture Trustee, as amended and supplemented from time to time. "Pull Ahead Lease Asset": a Series 2007-SN1 Lease Asset with respect to which the related Lessee has elected to terminate the related Series 2007-SN1 Lease prior to its Scheduled Lease End Date by delivering the related Vehicle to a Dealer pursuant to the terms of an applicable Pull Ahead Program and such Series 2007-SN1 Lease. "Pull Ahead Payment": with respect to any Pull Ahead Lease Asset and any Payment Date, the sum of (i) all remaining Monthly Lease Payments due in accordance with the terms of the related Series 2007-SN1 Lease, (ii) all due and unpaid Monthly Lease Payments, and (iii) any Pull Ahead Payment that was due but not paid in full on any prior Payment Date. "Pull Ahead Program": any program instituted by GMAC, as agent of General Motors, or by General Motors pursuant to which the Lessee shall be permitted to terminate a Series 2007-SN1 Lease prior to its Scheduled Lease End Date without payment by the Lessee of all or a portion of the remaining Monthly Lease Payments due in accordance with the terms of the related Series 2007-SN1 Lease. "Rated Notes": with respect to the COLT 2007-SN1 Secured Notes, each class of notes secured by an interest in the COLT 2007-SN1 Secured Notes which has been rated by a Rating Agency at the request of the Servicer. "Rating Agency": as of any date, each of S&P, Fitch and DBRS (if such agency is then rating the COLT 2007-SN1 Secured Notes or any Rated Notes secured thereby). "Record Date": with respect to any Payment Date, the close of business on the last Business Day of the preceding calendar month. "Redemption Date": the date specified as such by the Servicer in accordance with Section 10.1 of the COLT Indenture. "Redemption Price": shall mean the Optional Purchase Price. "Regulation AB": Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such regulations may be amended from time to time and subject to such clarifications and interpretations as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 19 1,506, 1,531 (Jan. 7, 2005)) and as may be provided by the Commission or its staff from time to time. "Released Administrative Amount": with respect to an Administrative Lease Asset, any collections on such Lease Asset remaining or received after payment of the Administrative Purchase Payment. "Released Warranty Amount": with respect to a Warranty Lease Asset, any collections on such Warranty Lease Asset remaining or received after payment of the Warranty Payment. "Report of Assessment of Compliance with Servicing Criteria": as defined in Section 2.17(a) of the COLT Servicing Agreement. "Required Deposit Rating": a rating on short-term unsecured debt obligations of at least "A-1" by S&P and, if Fitch or DBRS is then rating such investment, "F1" by Fitch and "R-1" by DBRS, or otherwise acceptable to the Rating Agencies. Any requirement that the short-term unsecured debt obligations have the "Required Deposit Rating" shall mean that such short-term unsecured debt obligations have the foregoing required ratings from each Rating Agency. "Reserve Account": the account established for the benefit of the holders of the COLT 2007-SN1 Secured Notes pursuant to Section 3.02 of the COLT Servicing Agreement. "Reserve Account Available Amount": as of any date of determination, the cash and other Eligible Investments on deposit in the Reserve Account on such date of determination. "Reserve Account Excess Amount": with respect to any Payment Date, the excess, if any, of (i) the Reserve Account Available Amount on such date, over (ii) the Reserve Account Required Amount on such date. "Reserve Account Initial Deposit": an amount equal to $18,750,063.65 (which is the product of (x) the Aggregate Initial ABS Value and (y) 0.75%). "Reserve Account Percentage": 0.75%. "Reserve Account Required Amount": $18,750,063.65. "Residual Advance": as set forth in Section 3.06(b) of the COLT Servicing Agreement. "Responsible Officer": (1) when used with respect to the COLT Owner Trustee, any officer of Deutsche Bank Trust Company Americas acting under a valid power of attorney from the COLT Owner Trustee, or any officer within the Corporate Trust Office of the COLT Owner Trustee including any Vice President, Assistant Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer or any other officer of the COLT Owner Trustee customarily performing functions similar to those performed by any of the above designated officers in each case having direct responsibility for administration of the Declaration of Trust and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject; (2) when used with respect to the COLT Indenture Trustee, any officer within the Corporate Trust Office (or any successor 20 group of the COLT Indenture Trustee), including any managing director, vice president, assistant vice president, secretary, assistant secretary, vice president or any other officer of the COLT Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the COLT Indenture; (3) when used with respect to COLT, any officer of the COLT Owner Trustee and/or the Servicer who is authorized to act for COLT and who is identified on the list of Responsible Officers delivered by the COLT Owner Trustee or the Servicer, as applicable, to the COLT Indenture Trustee on the date hereof (as such list may be modified or supplemented from time to time thereafter); and (4) when used with respect to the Servicer or any other payee, the President, any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer or assistant officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. "Rule 144A": Rule 144A under the Securities Act. "Sale Proceeds": with respect to any Series 2007-SN1 Lease Asset and the Payment Date following the Collection Period in which the related Vehicle was sold or otherwise disposed of by the Servicer, an amount equal to the sum of the following: (i) all proceeds from the sale of the related Vehicle following the termination of the Series 2007-SN1 Lease, net of amounts withheld by auctions as fees and reimbursable expenses, including any amounts realized from sales to Dealers, during the related Collection Period, plus (ii) if such Series 2007-SN1 Lease terminated prior to its Scheduled Lease End Date (other than by reason of being a Pull Ahead Lease Asset), all amounts paid by the Lessee in connection with such early termination under the Series 2007-SN1 Lease, plus (iii) without duplication of any amounts described in clause (i) or (ii), any other amounts (other than Excluded Amounts, Supplemental Servicing Fees, Excess Payments, any Extended Lease Payments on such Series 2007-SN1 Lease Asset and Sales and Use Tax Amounts) received by the Servicer during the related Collection Period with respect to such Series 2007-SN1 Lease after its Scheduled Lease End Date, including all amounts collected by the Servicer in respect of Excess Wear and Excess Mileage Charges for such Vehicle, minus (iv) the sum of (a) any Liquidation Expenses with respect to such Series 2007-SN1 Lease Asset, (b) any amounts that are required to be paid or refunded to the Lessee and/or any other Person under applicable law and (c) any Sales and Use Tax Amounts payable under such Series 2007-SN1 Lease. 21 "Sales and Use Tax Amount": the portion of each payment under a Series 2007-SN1 Lease Asset that is allocable to fees and sales, use or other taxes or similar payments due under such Series 2007-SN1 Lease. "Scheduled Lease End Date": with respect to any Series 2007-SN1 Lease Asset, the original date set forth in the related Series 2007-SN1 Lease as the date on which such Series 2007-SN1 Lease is scheduled to expire, but not including any extensions that cause the Series 2007-SN1 Lease to become an Extended Lease. "Secured Note Interest Distributable Amount": with respect to each COLT 2007-SN1 Secured Note and any Payment Date, the sum of: (a) the Secured Note Monthly Accrued Interest for such COLT 2007-SN1 Secured Note on such Payment Date; (b) any Secured Note Interest Distributable Amount due but not paid with respect to such COLT 2007-SN1 Secured Note on the preceding Payment Date; and (c) interest on any such unpaid Secured Note Interest Distributable Amount specified in clause (b) determined by multiplying (i) the COLT 2007-SN1 Secured Note Rate, by (ii) the amount of such unpaid Secured Note Interest Distributable Amount, and by (iii) 1/12. "Secured Note Monthly Accrued Interest": with respect to any Payment Date and each COLT 2007-SN1 Secured Note, the product of (i) the Secured Note Principal Balance of such COLT 2007-SN1 Secured Note at the close of business on the immediately preceding Payment Date (after giving effect to the distribution of the Secured Note Principal Distributable Amount on such date in accordance with Section 3.03(c)(iii) of the COLT Servicing Agreement or, with respect to the first Payment Date, the initial Secured Note Principal Balance of such COLT 2007-SN1 Secured Note), (ii) 1/12 (or, with respect to the first Payment Date, the actual number of days from and including the Series 2007-SN1 Closing Date to but excluding such Payment Date, divided by 360), and (iii) the COLT 2007-SN1 Secured Note Rate. "Secured Note Percentage": 93.00%. "Secured Note Principal Balance": with respect to each COLT 2007-SN1 Secured Note on any date of determination, an amount equal to the result of (A) the product of (x) 50% and (y) the Secured Note Percentage and (z) Aggregate Initial ABS Value, reduced by (B) all payments prior to such date of determination in respect of principal made to the holder of such COLT 2007-SN1 Secured Note pursuant to Section 3.03(c)(iii) of the COLT Servicing Agreement. "Secured Note Principal Distributable Amount": for any Payment Date, the lesser of: 22 (a) the Aggregate Secured Note Principal Balance at the close of business on the immediately preceding Payment Date (after giving effect to any principal payments made on the COLT 2007-SN1 Secured Notes on such preceding Payment Date or with respect to the first Payment Date, on the Series 2007-SN1 Closing Date); and (b) an amount equal to the excess, if any, of (i) the Aggregate Secured Note Principal Balance at the close of business on the immediately preceding Payment Date (after giving effect to any principal payments made on the COLT 2007-SN1 Secured Notes on such preceding Payment Date or with respect to the first Payment Date, on the Series 2007-SN1 Closing Date) over (ii) the result of the Aggregate ABS Value at the close of business on the last day of the related Collection Period minus the COLT Overcollateralization Amount for such Payment Date. Notwithstanding the foregoing, on the Final Maturity Date for the COLT 2007-SN1 Secured Notes, the Secured Note Principal Distributable Amount shall also include the amount that is necessary, after giving effect to other amounts withdrawn by the COLT Indenture Trustee on such Payment Date and allocable to payments of principal, to reduce the outstanding principal balance of the COLT 2007-SN1 Secured Notes to zero. "Secured Note Register": the register for the COLT 2007-SN1 Secured Notes specified in Section 2.3(a) of the COLT Indenture. "Secured Note Registrar": initially, the COLT Indenture Trustee, as set forth in Section 2.3(a) of the COLT Indenture, and thereafter, any other Person appointed by COLT in accordance with Section 2.3 of the COLT Indenture. "Secured Notes Transfer and Administration Agreements": as set forth in the recitals to the COLT Sale and Contribution Agreement. "Securities Act": as set forth in Appendix A to the Trust Sale and Administration Agreement. "Securities Intermediary": as set forth in Section 3.01(b) of the COLT Servicing Agreement. "Security Deposit": with respect to any Vehicle, any security deposit made by the Lessee under the related Series 2007-SN1 Lease. "Seller": the Person executing the COLT Sale and Contribution Agreement as the Seller or its successor in interest pursuant to Section 6.14 of the COLT Sale and Contribution Agreement. "Series 2007-SN1": as set forth in Section 10.1(b) of the COLT 2007-SN1 Supplement to the Declaration of Trust. "Series 2007-SN1 Closing Date": June 7, 2007. 23 "Series 2007-SN1 Further Holders": the COLT Indenture Trustee, the COLT Owner Trustee, each COLT 2007-SN1 Secured Noteholder, the COLT 2007-SN1 Certificateholder and the CARAT Indenture Trustee. "Series 2007-SN1 Lease Asset Files": as set forth in Section 2.04 of the COLT Sale and Contribution Agreement. "Series 2007-SN1 Lease Assets": as of any date of determination, the Lease Assets listed on the initial Series 2007-SN1 Lease Assets Schedule, excluding any Lease Assets as of such date that constitute Liquidating Lease Assets, Administrative Lease Assets required to be purchased on or before such date and Warranty Lease Assets required to be repurchased on or before such date. "Series 2007-SN1 Lease Assets Schedule": as set forth in Section 2.19 of the COLT Servicing Agreement. "Series 2007-SN1 Leases": the Program Leases relating to the Series 2007-SN1 Lease Assets. "Series 2007-SN1 Portfolio": as set forth in Section 10.1(a) of the COLT 2007-SN1 Supplement to the Declaration of Trust. "Series Portfolio": one or more separate portfolios of assets of COLT that have been identified and allocated on the books and records of COLT pursuant to Section 3.2 of the Declaration of Trust. "Servicer": the Person executing the COLT Servicing Agreement as the Servicer or its successor in interest pursuant to Section 4.02 of the COLT Servicing Agreement. "Servicer Default": an event described in Section 5.01 of the COLT Servicing Agreement. "Servicer's Certificate": a certificate, completed by and executed on behalf of the Servicer by a Responsible Officer, in accordance with Section 2.15 of the COLT Servicing Agreement. "Servicing Criteria": the "servicing criteria" set forth in Item 1122(d) of Regulation AB. "Sold Assets": as set forth in Section 2.01(a)(vii) of the COLT Sale and Contribution Agreement. "State": any one of the 50 states of the United States of America or the District of Columbia. "Stated Residual Value": with respect to a Series 2007-SN1 Lease Asset, the residual value of the related Vehicle as set forth in the related Series 2007-SN1 Lease and established at the time of lease origination. 24 "Supplemental Servicing Fee": with respect to a Collection Period, all Investment Earnings and any late fees, extension fees, NSF check charges, disposition fees, purchase option fees, prepayment charges, early termination fees and other administrative fees and expenses or similar charges with respect to the Series 2007-SN1 Lease Assets, collected (from whatever source) on the Series 2007-SN1 Lease Assets held by COLT during such Collection Period. "Total Available Amount": the meaning assigned to such term in the Appendix A to the Trust Sale and Administration Agreement. "Trust": Capital Auto Receivables Asset Trust 2007-SN1, a Delaware statutory trust created by the Trust Agreement. "Trust Administrator": as set forth in Appendix A to the Trust Sale and Administration Agreement. "Trust Agreement": the Trust Agreement, dated as of the Series 2007-SN1 Closing Date, between CARI and the CARAT Owner Trustee, as the same may be amended, supplemented or otherwise modified from time to time. "Trust Sale and Administration Agreement": the Trust Sale and Administration Agreement, dated as of the Series 2007-SN1 Closing Date, between CARI, the Trust and the Trust Administrator, as the same may be amended, supplemented or otherwise modified from time to time. "UCC": the Uniform Commercial Code as in effect in the relevant jurisdiction. "U.S. Person": any Person considered a "United States person" under Section 7701(a)(30) of the Code. "Unapplied Extended Lease Payment Amount": with respect to each Payment Date, the amount of any Extended Lease Payments deposited into the COLT Collection Account by the Servicer during the related Collection Period in respect of Unapplied Extended Leases. "Unapplied Extended Leases": with respect to each Payment Date, any Extended Lease which has not become a Liquidating Lease Asset during or prior to the related Collection Period. "VAULT Security Agreement": the VAULT Pledge and Security Agreement, dated as of the Series 2007-SN1 Closing Date, by VAULT and made in favor of the COLT 2007-SN1 Secured Noteholders. "Voting Interests": the voting interests in the COLT 2007-SN1 Certificates as provided in the Declaration of Trust and applicable Delaware Law. "Warranty Lease Asset": as set forth in Section 4.04 of the COLT Sale and Contribution Agreement. "Warranty Payment": with respect to each Warranty Lease Asset, an amount equal to the sum of (i) the ABS Value of such Warranty Lease Asset determined as of the close of business 25 on the last day of the Collection Period prior to the Collection Period as of which the Seller is required (or, if earlier, elects) to repurchase such Warranty Lease Asset, and (ii) all Outstanding Advances made with respect to past due and unpaid Monthly Lease Payments due under such Warranty Lease Asset that remain outstanding on the date of repurchase. "Warranty Repurchase Event": as set forth in Section 4.04 of the COLT Sale and Contribution Agreement. 26 PART II - RULES OF CONSTRUCTION (a) Accounting Terms. As used in this Appendix or the COLT 2007-SN1 Basic Documents, accounting terms which are not defined, and accounting terms partly defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Appendix or the COLT 2007-SN1 Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the COLT 2007-SN1 Basic Documents will control. (b) "Hereof," etc. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Appendix or any COLT 2007-SN1 Basic Document will refer to this Appendix or such COLT 2007-SN1 Basic Document as a whole and not to any particular provision of this Appendix or such COLT 2007-SN1 Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any COLT 2007-SN1 Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such COLT 2007-SN1 Basic Document unless otherwise specified. The word "or" is not exclusive. (c) Reference to Payment Dates. With respect to any Payment Date, the "related Collection Period," and the "related Determination Date," will mean the Collection Period and Determination Date, respectively, immediately preceding such Payment Date, and the relationships among Collection Periods and Determination Dates will be correlative to the foregoing relationships. (d) Number and Gender. Each defined term used in this Appendix or the COLT 2007-SN1 Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the COLT 2007-SN1 Basic Documents has a comparable meaning whether used in a masculine, feminine or gender-neutral form. (e) Including. Whenever the term "including" (whether or not that term is followed by the phrase "but not limited to" or "without limitation" or words of similar effect) is used in this Appendix or the COLT 2007-SN1 Basic Documents in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or exclusive listing of, the items within that classification. (f) Capitalized Terms. Capitalized terms, when used in this Appendix, shall have the meanings assigned to them in this Appendix, or if not defined therein, shall have the meanings assigned to them in the COLT Program Definitions attached as Exhibit I to the Declaration of Trust. PART III -- NOTICE ADDRESSES AND PROCEDURES All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any COLT 2007-SN1 Basic Document to be made upon, given or furnished to or filed with the Seller, the Servicer, the COLT Indenture Trustee, the COLT 2007-SN1 Secured Noteholders, the 2007-SN1 Certificateholder, COLT, the COLT Owner Trustee or the COLT Custodian shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt: (a) in the case of the Seller, at the following address: Director - Global Securitization GMAC LLC 200 Renaissance Center 12th Floor, MC: 482-B12-C24 Detroit, MI 48265 Fax (313) 665-6351 (b) in the case of the Servicer, at the following address: Director - Global Securitization GMAC LLC 200 Renaissance Center 12th Floor, MC: 482-B12-C24 Detroit, MI 48265 Fax (313) 665-6351 (c) in the case of the COLT Indenture Trustee, at its Corporate Trust Office, as set forth below: The Bank of New York Trust Company, N.A. 2 North LaSalle Street, Suite 1020 Chicago, IL 60602 Attention: Asset-Backed Securities (d) in the case of the COLT 2007-SN1 Certificateholder, at the address of the COLT 2007-SN1 Certificateholder as shown in the Certificate Register; (e) in the case of the COLT Custodian, at the following address: Director - Global Securitization GMAC LLC 200 Renaissance Center 12th Floor, MC: 482-B12-C24 Detroit, MI 48265 Fax (313) 665-6351 (f) in the case of COLT or the COLT Owner Trustee, to the COLT Owner Trustee at its Corporate Trust Office, as set forth below: Central Originating Lease Trust Deutsche Bank Trust Company Delaware 1011 Centre Road, Suite 200 Wilmington, DE 19805-1266 with a copy to: Deutsche Bank Trust Company Americas, Attention: Corporate Trust & Agency Group- Structured Finance Services 60 Wall Street 26th floor Mail Stop: NYC60-2606 New York, NY 10005 Phone (212) 250-2946 Fax (212) 553-2462 (g) in the case of the CARAT Owner Trustee, the CARAT Indenture Trustee, CARI, the Trust or any Rating Agency, as set forth for such person in Appendix B to the Trust Sale and Administration Agreement, or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement. Where any COLT 2007-SN1 Basic Document provides for notice to COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is sent by electronic facsimile (with hard copy to follow via first class mail) or mailed by first class mail or sent by overnight courier, and shall be deemed to have been duly given upon receipt, to each COLT 2007-SN1 Secured Noteholder or COLT 2007-SN1 Certificateholder affected by such condition or event, at such Person's address as it appears on the Secured Note Register or Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such Basic Document for the giving of such notice. If notice to the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder shall affect the sufficiency of such notice with respect to other COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. 2 EX-99.15 17 k15931exv99w15.txt PULL AHEAD FUNDING AGREEMENT EXHIBIT NO. 99.15 COLT 2007-SN1 PULL AHEAD FUNDING AGREEMENT BETWEEN CENTRAL ORIGINATING LEASE TRUST GMAC LLC, AS AGENT ON BEHALF OF GENERAL MOTORS CORPORATION AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS INDENTURE TRUSTEE DATED AS OF JUNE 7, 2007 COLT 2007-SN1 PULL AHEAD FUNDING AGREEMENT THIS COLT 2007-SN1 PULL AHEAD FUNDING AGREEMENT, dated as of June 7, 2007, between CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"), and GMAC LLC, a Delaware limited liability company ("GMAC"), as agent on behalf of General Motors Corporation ("General Motors"), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, as COLT Indenture Trustee (the "COLT Indenture Trustee"). WHEREAS, COLT, GMAC, in its capacity as Servicer, and the COLT Indenture Trustee, are parties to a COLT Servicing Agreement, dated as of the date hereof (as it may be amended from time to time, the "COLT Servicing Agreement"), which provides for the servicing of the Series 2007-SN1 Lease Assets; WHEREAS, GMAC, in its capacity as agent for General Motors, or General Motors may from time to time institute a Pull Ahead Program with respect to a portion of the Series 2007-SN1 Lease Assets; and WHEREAS, the parties hereto desire to enter into this Agreement to provide for the payment by GMAC, in its capacity as agent for General Motors, of the Pull Ahead Payments in connection with any Pull Ahead Program; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Capitalized terms used in this Agreement are defined in and shall have the meanings assigned to them in (or by reference in) Part I of Exhibit A to the COLT Servicing Agreement, or if not defined therein, shall have the meanings assigned to them in Part I of Exhibit I to the Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the "Declaration of Trust"), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed to by Central Originating Lease, LLC, as Residual Certificateholder. All references herein to "this Agreement" are to this COLT 2007-SN1 Pull Ahead Funding Agreement as it may be amended, supplemented or otherwise modified from time to time. ARTICLE II PULL AHEAD PAYMENT Section 2.01 Agreement of GMAC Regarding Pull Ahead Lease Assets. If either General Motors or GMAC, in its capacity as agent for General Motors, institutes a Pull Ahead Program (the "Pull Ahead Agent") with respect to any Series 2007-SN1 Lease Asset, such Series 2007-SN1 Lease Asset shall be deemed to have become a Pull Ahead Lease Asset as of the end of any Collection Period during which GMAC has received actual notice that the related Lessee has elected to terminate the related Program Lease prior to its Scheduled Lease End Date by delivery of the related Vehicle to a Dealer in connection with a Pull Ahead Program and payment of all required Monthly Lease Payments and any other required amount pursuant to such Pull Ahead Program; provided, however, that no Lessee under a Series 2007-SN1 Lease shall be permitted to participate in any Pull Ahead Program unless: (i) such Lessee has paid all amounts due and payable by the Lessee under such Series 2007-SN1 Lease on or before the date of such Lessee's election to terminate such Series 2007-SN1 Lease (other than (A) Excess Wear and Excess Mileage Charges, which shall be charged to such Lessee to the extent applicable in accordance with such Series 2007-SN1 Lease and the Servicer's Customary Servicing Practices and (B) any remaining Monthly Lease Payments that have been waived pursuant to such Pull Ahead Program); and (ii) GMAC, as Pull Ahead Agent, has made all Pull Ahead Payments that were due and payable in accordance with the following sentence for all previous Pull Ahead Lease Assets on or prior to the date that is five Business Days prior to the date such Series 2007-SN1 Asset shall be deemed to have become a Pull Ahead Lease Asset. On the second Business Day of the Collection Period following any Collection Period in which a Series 2007-SN1 Lease Asset shall be deemed to have become a Pull Ahead Lease Asset, or if the Monthly Remittance Condition is satisfied, on the third Business Day preceding the related Payment Date, GMAC, as Pull Ahead Agent, shall pay to the Servicer for deposit into the COLT Collection Account, an amount equal to the aggregate amount of the Pull Ahead Payments with respect to such Pull Ahead Lease Assets. ARTICLE III MISCELLANEOUS PROVISIONS Section 3.01 Amendment. (a) This Agreement may be amended by GMAC, COLT and the COLT Indenture Trustee without the consent of any of the COLT 2007-SN1 Certificateholders or the COLT 2007-SN1 Secured Noteholders (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision of this Agreement, (iii) to add or supplement any provisions for the benefit of the COLT 2007-SN1 Secured Noteholders, (iv) to add to the covenants, restrictions or obligations of GMAC or (v) to add, change or eliminate any other provision of this Agreement in any manner that shall not adversely affect in any material respect the interests of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder. (b) This Agreement may also be amended from time to time, subject to the satisfaction of the Rating Agency Condition, by GMAC, COLT and the COLT Indenture Trustee with the consent of the COLT 2007-SN1 Certificateholder, if the COLT 2007-SN1 Certificateholder is any Person other than GMAC or an Affiliate of GMAC, and the holders of a majority of the then outstanding principal amount of the COLT 2007-SN1 Secured Notes, which consent, whether given pursuant to this Section 3.01(b) or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 2007-SN1 Certificates and COLT 2007-SN1 Secured Notes. Pull Ahead Funding Agreement (COLT 2007-SN1) (c) If any Rated Notes are outstanding, prior to the execution of any amendment or consent pursuant to Section 3.01(a) or (b), the COLT Indenture Trustee shall furnish written notice of the substance of such amendment to the Rating Agencies. (d) Promptly after the execution of any amendment or consent pursuant to Section 3.01(a) or (b), the COLT Indenture Trustee shall furnish a copy of such amendment or consent to each COLT 2007 SN1 Secured Noteholder, the COLT 2007-SN1 Certificateholder and each Rating Agency. (e) It shall not be necessary for the consent of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder pursuant to Section 3.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder provided for in this Agreement) and of evidencing the authorization of the execution thereof by the COLT 2007-SN1 Secured Noteholders and the COLT 2007-SN1 Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or the COLT Owner Trustee may prescribe, including the establishment of record dates. (f) Prior to the execution of any amendment to this Agreement, the COLT Indenture Trustee and the COLT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Section 3.01. The COLT Indenture Trustee and the COLT Owner Trustee, may, but shall not be obligated to, enter into any such amendment which affects such trustee's own rights, duties or immunities under this Agreement or otherwise. Section 3.02 Termination of Agreement. This Agreement shall, except as otherwise provided herein, terminate upon the earlier of: (a) the termination of COLT pursuant to Article VII of the Declaration of Trust; or (b) the mutual written determination of the parties hereto. Section 3.03 Notices. All demands, notices and communications upon or to GMAC, COLT, the COLT Indenture Trustee or the COLT Owner Trustee on behalf of COLT under this Agreement shall be as specified in Part III of Exhibit A to the COLT Servicing Agreement. Section 3.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 3.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement. Section 3.06 Binding Effect; Third-Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon and enforceable by the parties hereto, the COLT Owner Trustee, the COLT 2007-SN1 Certificateholder, the COLT 2007-SN1 Secured Noteholders, the Trust and their respective successors and permitted assigns. Except as otherwise provided in this Article III, no other Person shall have any right or obligation hereunder. Section 3.07 Headings. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Section 3.08 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 3.09 Rights Cumulative. All rights and remedies from time to time conferred upon or reserved to COLT, the COLT Owner Trustee, and the COLT Indenture Trustee on behalf of COLT, the Series 2007-SN1 Further Holders, or the Servicer or to any or all of the foregoing are cumulative, and none is intended to be exclusive of another. No delay or omission in insisting upon the strict observance or performance of any provision of this Agreement, or in exercising any right or remedy, shall be construed as a waiver or relinquishment of such provision, nor shall it impair such right or remedy. Every right and remedy may be exercised from time to time and as often as deemed expedient. Section 3.10 Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. Section 3.11 No Waiver. No waiver by any party hereto of any one or more defaults by any other party or parties in the performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future default or defaults, whether of a like or different nature. No failure or delay on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to any party hereto at law, in equity or otherwise. Section 3.12 No Bankruptcy Petition. GMAC, individually and as agent for General Motors, and the COLT Indenture Trustee hereby covenant and agree that prior to the date which is one year and one day after the payment in full of all Secured Notes, it shall not institute against, or join any other Person in instituting against, COLT any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the bankruptcy or similar laws of the United States or any State of the United States. This Section 3.13 shall survive the termination of this Agreement. Section 3.13 Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally, but solely as owner trustee of COLT, (b) each of the representations, undertakings and agreements herein made on the part of COLT is made and intended not as a personal representation, undertaking or agreement by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of COLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by COLT under this Agreement or the other COLT 2007-SN1 Basic Documents. Section 3.14 Merger and Consolidation of GMAC. Any corporation, limited liability company or other entity (i) into which GMAC may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which GMAC shall be a party, or (iii) succeeding to the business of GMAC, or (iv) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by GMAC or General Motors, which corporation or entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of GMAC under this Agreement and the other COLT 2007-SN1 Basic Documents, shall be the successor to GMAC under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. GMAC shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 3.14 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the COLT Indenture Trustee and the COLT Owner Trustee. Section 3.15 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by GMAC without the consent of any other Person to a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to GMAC, or more than 50% of the voting interests of which is owned, directly or indirectly, by General Motors or by GMAC, provided that such organization executes an agreement of assumption as provided in Section 4.02 of the COLT Servicing Agreement IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers hereunto duly authorized as of the day and year first above written. CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity, but solely as COLT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact GMAC LLC, as agent on behalf of General Motors Corporation By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as COLT Indenture Trustee By: /s/ Keith Richardson ------------------------------------ Name: Keith Richardson Title: Vice President TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS.................................................. 1 Section 1.01 Definitions............................................ 1 ARTICLE II PULL AHEAD PAYMENT........................................... 1 Section 2.01 Agreement of GMAC Regarding Pull Ahead Lease Assets.... 1 ARTICLE III MISCELLANEOUS PROVISIONS..................................... 2 Section 3.01 Amendment.............................................. 2 Section 3.02 Termination of Agreement............................... 3 Section 3.03 Notices................................................ 3 Section 3.04 Governing Law.......................................... 3 Section 3.05 Severability of Provisions............................. 4 Section 3.06 Binding Effect; Third-Party Beneficiaries.............. 4 Section 3.07 Headings............................................... 4 Section 3.08 Execution in Counterparts.............................. 4 Section 3.09 Rights Cumulative...................................... 4 Section 3.10 Further Assurances..................................... 4 Section 3.11 No Waiver.............................................. 5 Section 3.12 No Bankruptcy Petition................................. 5 Section 3.13 Limitation of Liability................................ 5 Section 3.14 Merger and Consolidation of GMAC....................... 5 Section 3.15 Assignment............................................. 6
-i- EX-99.16 18 k15931exv99w16.txt CUSTODIAN AGREEMENT EXHIBIT NO. 99.16 CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 COLT 2007-SN1 CUSTODIAN AGREEMENT BETWEEN GMAC LLC, AS COLT CUSTODIAN AND CENTRAL ORIGINATING LEASE TRUST DATED AS OF JUNE 7, 2007 TABLE OF CONTENTS 1. Definitions............................................................. 1 2. Appointment of COLT Custodian; Acknowledgment of Receipt................ 1 3. Maintenance of Records.................................................. 2 4. Duties of COLT Custodian................................................ 2 5. Instructions; Authority to Act.......................................... 3 6. Indemnification by the COLT Custodian................................... 3 7. Advice of Counsel....................................................... 3 8. Limitation on Liability of COLT Custodian and Others.................... 4 9. Effective Period, Termination, and Amendment; Interpretive and Additional Provisions................................................... 4 10. Governing Law........................................................... 6 11. Notices................................................................. 6 12. Binding Effect.......................................................... 6 13. Severability of Provisions.............................................. 6 14. Assignment.............................................................. 6 15. Headings................................................................ 6 16. Counterparts............................................................ 6 17. No Third-Party Beneficiaries............................................ 6 18. Merger and Integration.................................................. 7 19. Series Liabilities...................................................... 7 20. No Bankruptcy Petition.................................................. 7 21. Limitation of Liability................................................. 7 22. Merger and Consolidation of the COLT Custodian.......................... 7

-i- THIS COLT 2007-SN1 CUSTODIAN AGREEMENT, dated as of June 7, 2007 (this "COLT Custodian Agreement"), is made between GMAC LLC, a Delaware limited liability company ("GMAC"), as COLT Custodian (in such capacity, the "COLT Custodian"), and CENTRAL ORIGINATING LEASE TRUST, a Delaware statutory trust ("COLT"). WHEREAS, simultaneously herewith GMAC (in its capacity as seller of the Series 2007-SN1 Lease Assets, the "Seller"), and COLT are entering into a COLT Sale and Contribution Agreement, dated as of the date hereof (as it may be amended, supplemented or modified from time to time, the "COLT Sale and Contribution Agreement"), pursuant to which GMAC shall sell, transfer and assign, as of the Series 2007-SN1 Closing Date, to COLT without recourse all of its right, title and interest in and to the Series 2007-SN1 Lease Assets; WHEREAS, in connection with such sale, transfer and assignment of the Series 2007-SN1 Lease Assets, the COLT Sale and Contribution Agreement provides that COLT shall simultaneously enter into a custodian agreement pursuant to which COLT shall revocably appoint the COLT Custodian as custodian of the Series 2007-SN1 Lease Asset Files pertaining to the Series 2007-SN1 Lease Assets; and WHEREAS, in connection with such sale, transfer and assignment, COLT desires for the COLT Custodian to act as custodian of the Series 2007-SN1 Lease Assets; NOW, THEREFORE, in consideration of the mutual agreements herein contained and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Definitions. Capitalized terms used in this COLT Custodian Agreement are defined in and shall have the meanings assigned to them in the COLT Series Definitions attached as Part I of Exhibit A to the COLT Servicing Agreement, dated as of the date hereof (as it may be amended from time to time, the "COLT Servicing Agreement"), between COLT, GMAC, as servicer (in such capacity, the "Servicer"), and The Bank of New York Trust Company, N.A., as indenture trustee (in such capacity, the "COLT Indenture Trustee"), or if not defined therein, shall have the meanings assigned to them in the COLT Program Definitions attached as Exhibit I to the Declaration of Trust, dated as of December 13, 2006 (as it may be amended from time to time, the "Declaration of Trust"), by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, and acknowledged, accepted and agreed by Central Originating Lease, LLC, as Residual Certificateholder. All references herein to "this COLT Custodian Agreement" are to this COLT Custodian Agreement as it may be amended, supplemented or otherwise modified from time to time. 2. Appointment of COLT Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, COLT hereby appoints the COLT Custodian, and the COLT Custodian hereby accepts such appointment, to act as agent of COLT as COLT Custodian to maintain custody of the Series 2007-SN1 Lease Asset Files pertaining to the Series 2007-SN1 Lease Assets. The COLT Custodian acknowledges that COLT has Custodian Agreement (COLT 2007-SN1) pledged the Vehicles related to the Series 2007-SN1 Lease Assets to the COLT 2007-SN1 Secured Noteholders and has pledged the remainder of the COLT 2007-SN1 Collateral to the COLT Indenture Trustee under the COLT Indenture for the equal and ratable benefit of the COLT 2007-SN1 Secured Noteholders and agrees to hold the Series 2007-SN1 Lease Assets on behalf of the Series 2007-SN1 Further Holders. In performing its duties hereunder, the COLT Custodian agrees to act with reasonable care, using that degree of skill and attention that the COLT Custodian exercises with respect to automotive lease files relating to comparable automotive leases that the COLT Custodian services and holds for itself or others. The COLT Custodian hereby acknowledges receipt of the Series 2007-SN1 Lease Asset File for each Series 2007-SN1 Lease Asset listed on the Series 2007-SN1 Lease Assets Schedule. 3. Maintenance of Records. The COLT Custodian agrees to maintain each Series 2007-SN1 Lease Asset File at one of its branch offices or with third party vendors as shall be deemed appropriate by the COLT Custodian. 4. Duties of COLT Custodian. (a) Safekeeping. The COLT Custodian shall hold each Series 2007-SN1 Lease Asset File described herein on behalf of the Series 2007-SN1 Further Holders and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Series 2007-SN1 Lease Asset described herein as shall enable COLT to comply with its obligations under the COLT Sale and Contribution Agreement and the other COLT 2007-SN1 Basic Documents. Each Series 2007-SN1 Lease Asset shall be identified as such on the books and records of the COLT Custodian to the extent the COLT Custodian reasonably determines to be necessary to comply with the terms and conditions of the COLT Sale and Contribution Agreement and, if applicable, the other COLT 2007-SN1 Basic Documents. The COLT Custodian shall conduct, or cause to be conducted, periodic physical inspections of the Series 2007-SN1 Lease Asset Files held by it under this COLT Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Servicer and the COLT Custodian to verify the accuracy of the COLT Custodian's inventory and record keeping. The COLT Custodian shall promptly report to COLT any failure on its part to hold the related Series 2007-SN1 Lease Asset File as described herein and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. (b) Access to Records. Subject only to the COLT Custodian's security requirements applicable to its own employees having access to similar records held by the COLT Custodian, the COLT Custodian shall permit COLT or the COLT Indenture Trustee or any of their duly authorized representatives, attorneys or auditors to inspect the related Series 2007-SN1 Lease Asset Files described herein and the related accounts, records and computer systems maintained by the COLT Custodian pursuant hereto at such times as COLT or the COLT Indenture Trustee may reasonably request. (c) Release of Documents. The COLT Custodian shall release any Series 2007-SN1 Lease Asset (and its related Series 2007-SN1 Lease Asset File) to COLT, the Servicer or the COLT Indenture Trustee, as appropriate, under the circumstances provided in the COLT Sale and Contribution Agreement, the COLT Servicing Agreement and the other COLT 2007-SN1 Basic Documents. (d) Administration; Reports. In general, the COLT Custodian shall attend to all non-discretionary details in connection with maintaining custody of the Series 2007-SN1 Lease Asset Files as described herein. In addition, the COLT Custodian shall assist the Servicer generally in the preparation of routine reports to the Holders of the COLT 2007-SN1 Secured Notes, if any, or to regulatory bodies, to the extent necessitated by the COLT Custodian's custody of the Series 2007-SN1 Lease Asset Files described herein. (e) Servicing. The COLT Custodian is familiar with the duties of the Servicer, the servicing procedures and the allocation and distribution provisions (including those related to principal collections, losses and recoveries on Series 2007-SN1 Lease Assets) set forth in the COLT Servicing Agreement and the other COLT 2007-SN1 Basic Documents and hereby agrees to maintain the Series 2007-SN1 Lease Asset Files in a manner consistent therewith. The COLT Custodian further agrees to cooperate with the Servicer in the Servicer's performance of its duties under the COLT Servicing Agreement and the other COLT 2007-SN1 Basic Documents. 5. Instructions; Authority to Act. The COLT Custodian shall be deemed to have received proper instructions from COLT with respect to the Series 2007-SN1 Lease Asset Files described herein upon its receipt of written instructions signed by an Authorized Officer of COLT. A certified copy of a by-law or of a resolution of the appropriate governing body of COLT (or, as appropriate, a trustee on behalf of COLT) may be received and accepted by the COLT Custodian as conclusive evidence of the authority of any such officer to act and may be considered as in full force and effect until receipt of written notice to the contrary. Such instructions may be general or specific in terms. 6. Indemnification by the COLT Custodian. The COLT Custodian agrees to indemnify COLT and the Series 2007-SN1 Further Holders for any and all liabilities, obligations, losses, damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred or asserted against COLT or any Series 2007-SN1 Further Holder as the result of any act or omission in any way relating to the maintenance and custody by the COLT Custodian of the Series 2007-SN1 Lease Asset Files described herein; provided, however, that the COLT Custodian shall not be liable to COLT or any Series 2007-SN1 Further Holder, respectively, for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of COLT or such Series 2007-SN1 Further Holder, respectively. 7. Advice of Counsel. The COLT Custodian and COLT further agree that the COLT Custodian shall be entitled to rely and act upon advice of counsel with respect to its performance hereunder and shall be without liability for any action reasonably taken pursuant to such advice, provided that such action is not in violation of applicable federal or State law. 8. Limitation on Liability of COLT Custodian and Others. (a) Neither the COLT Custodian nor any of the directors or officers or employees or agents of the COLT Custodian shall be under any liability to COLT, the COLT 2007-SN1 Secured Noteholders, the COLT 2007-SN1 Certificateholders, or any successors or assigns of the foregoing, except as specifically provided in the COLT 2007-SN1 Basic Documents, for any action taken or for refraining from the taking of any action pursuant to the COLT 2007-SN1 Basic Documents or for reasonable errors in judgment; provided, however, that this provision shall not protect the COLT Custodian or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of a breach of its obligations and duties herein. (b) Except as provided in the COLT 2007-SN1 Basic Documents, the COLT Custodian shall not be under any obligation to appear in, prosecute or defend any proceeding that is not incidental to its duties to act as custodian of the Series 2007-SN1 Lease Assets and the other Sold Assets in accordance with the COLT 2007-SN1 Basic Documents and that in its opinion may involve it in any unreimbursed expense or liability; provided, however, that the COLT Custodian may undertake any reasonable action that it may deem necessary or desirable in respect of the COLT 2007-SN1 Basic Documents and the rights and duties of the parties to the COLT 2007-SN1 Basic Documents and the interests of the COLT 2007-SN1 Noteholders and COLT 2007-SN1 Certificateholders in the COLT 2007-SN1 Basic Documents. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of COLT and the COLT Custodian shall be entitled to be reimbursed therefor after the receipt of notice and invoice from the COLT Custodian listing any such expense in reasonable detail. 9. Effective Period, Termination, and Amendment; Interpretive and Additional Provisions. (a) This COLT Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided. (b) This COLT Custodian Agreement may be amended by the COLT Custodian and COLT (i) to cure any ambiguity, (ii) to correct or supplement any provision in this COLT Custodian Agreement that may be defective or inconsistent with any other provision of this COLT Custodian Agreement, or (iii) to add, change or eliminate any other provision of this COLT Custodian Agreement in any manner that shall not adversely affect in any material respect the interests of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder. (c) This Agreement may also be amended from time to time by the COLT Custodian and COLT with the consent of the Holders of a majority of the then Outstanding Amount of the COLT 2007-SN1 Secured Notes and the COLT 2007-SN1 Certificateholder, which consent, whether given pursuant to this Section 9 or pursuant to any other provision herein, shall be conclusive and binding on such Persons and on all future holders of COLT 2007-SN1 Certificates and COLT 2007-SN1 Secured Notes for the purpose of adding any provisions to this COLT Custodian Agreement or changing in any manner or eliminating any of the provisions of this COLT Custodian Agreement, or of modifying in any manner the rights of the COLT 2007-SN1 Certificateholder or COLT 2007-SN1 Secured Noteholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Series 2007-SN1 Lease Assets or distributions that shall be required to be made on any COLT 2007-SN1 Secured Note, or (ii) reduce the percentage in this Section 9 required to consent to any action or amendment, without the consent of all of the holders of the COLT 2007-SN1 Secured Notes then outstanding. (d) Prior to the execution of any amendment or consent pursuant to this Section 9, the COLT Custodian shall furnish written notice of the substance of such amendment or consent to the Rating Agencies (if any Rated Notes are outstanding), each COLT 2007-SN1 Secured Noteholder and the COLT 2007-SN1 Certificateholder. (e) It shall not be necessary for the consent of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder pursuant to Section 9(c) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of the COLT 2007-SN1 Secured Noteholders or the COLT 2007-SN1 Certificateholder provided for in this COLT Custodian Agreement) and of evidencing the authorization of the execution thereof by the COLT 2007-SN1 Secured Noteholders and the COLT 2007-SN1 Certificateholder shall be subject to such reasonable requirements as the COLT Indenture Trustee or the COLT Owner Trustee may prescribe, including the establishment of record dates. (f) This COLT Custodian Agreement may be terminated by either party by written notice to the other party and the consent of the holders of a majority of the then Outstanding Amount of the COLT 2007-SN1 Secured Notes, which consent, whether given pursuant to this Section 9 or pursuant to any other provision herein shall be conclusive and binding on such Persons and on all future holders of COLT 2007-SN1 Secured Notes, such termination to take effect no sooner than 60 days after the date of such notice. Notwithstanding the foregoing, if GMAC resigns as the Servicer under the COLT 2007-SN1 Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the COLT Servicing Agreement, this COLT Custodian Agreement shall immediately terminate. COLT is granting a security interest in its rights under this COLT Custodian Agreement in connection with the CARAT 2007-SN1 transaction. COLT also acknowledges that the CARAT Indenture Trustee will be granted a security interest in that grant. As soon as practicable after the termination of this COLT Custodian Agreement, the COLT Custodian shall deliver the Series 2007-SN1 Lease Asset Files described herein to the CARAT Indenture Trustee or the agent of the CARAT Indenture Trustee at such place or places the CARAT Indenture Trustee may reasonably designate, if both a CARAT Event of Default and a COLT Event of Default have occurred and are continuing, and otherwise to the COLT Indenture Trustee or the agent of the COLT Indenture Trustee at such place or places as the COLT Indenture Trustee may reasonably designate. 10. Governing Law. THIS COLT CUSTODIAN AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS COLT CUSTODIAN AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 11. Notices. All demands, notices and communications upon or to COLT or the COLT Owner Trustee on behalf of COLT or the COLT Custodian under this COLT Custodian Agreement shall be delivered as specified in Part III of Exhibit A of the COLT Servicing Agreement. 12. Binding Effect. This COLT Custodian Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 13. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this COLT Custodian Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this COLT Custodian Agreement and shall in no way affect the validity or enforceability of the other provisions of this COLT Custodian Agreement. 14. Assignment. Notwithstanding anything to the contrary contained in this COLT Custodian Agreement, this COLT Custodian Agreement may be assigned by the COLT Custodian without the consent of any other Person to a corporation, limited liability company or other entity that is a successor (by merger, consolidation or purchase of assets) to the COLT Custodian, or that more than 50% of the voting interests of which is owned, directly or indirectly, by GMAC or General Motors, provided that such organization executes an agreement of assumption as provided in Section 4.02 of the COLT Servicing Agreement. 15. Headings. The headings of the various Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. 16. Counterparts. This COLT Custodian Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original but all such counterparts shall together constitute but one and the same instrument. 17. No Third-Party Beneficiaries. This COLT Custodian Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided in this COLT Custodian Agreement, no other Person shall have any right or obligation hereunder. 18. Merger and Integration. Except as specifically stated otherwise herein, this COLT Custodian Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this COLT Custodian Agreement. This COLT Custodian Agreement may not be modified, amended, waived, or supplemented except as provided herein. 19. Series Liabilities. It is expressly understood and agreed by the COLT Custodian that Series 2007-SN1 is a separate series of COLT as provided in Section 3806(b)(2) of the Statutory Trust Act. As such, separate and distinct records shall be maintained for Series 2007-SN1 Lease Assets and the Trust Assets associated with Series 2007-SN1 Lease Assets shall be held and accounted for separately from the other assets of COLT or any other Series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series 2007-SN1 Lease Assets, including the COLT 2007-SN1 Secured Notes and the obligations of COLT to the Seller and any other Interested Party under this Agreement, shall be enforceable against the Series 2007-SN1 Lease Assets only, and not against COLT generally or the assets securing any other Series Portfolio. 20. No Bankruptcy Petition. The COLT Custodian hereby covenants and agrees that prior to the date which is one year and one day after the payment in full of all Secured Notes, it shall not institute against, or join any other Person in instituting against, COLT in any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the bankruptcy or similar laws of the United States or any State of the United States. This Section shall survive the termination of this COLT Custodian Agreement and the termination of the COLT Custodian's rights and obligations hereunder. 21. Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this COLT Custodian Agreement is executed and delivered by Deutsche Bank Trust Company Delaware, not individually or personally but solely as owner trustee of COLT, (b) each of the representations, undertakings and agreements herein made on the part of COLT is made and intended not as personal representations, undertakings and agreements by Deutsche Bank Trust Company Delaware but is made and intended for the purpose of binding only COLT, and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of COLT or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by COLT under this COLT Custodian Agreement or the other COLT 2007-SN1 Basic Documents. 22. Merger and Consolidation of the COLT Custodian. Any corporation, limited liability company or other entity (i) into which the COLT Custodian may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the COLT Custodian shall be a party, or (iii) succeeding to business of the COLT Custodian, or (iv) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by GMAC or General Motors, which corporation or entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the COLT Custodian under this Agreement and the other COLT 2007-SN1 Basic Documents, shall be the successor to the COLT Custodian under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The COLT Custodian shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 22 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the COLT Indenture Trustee and the COLT Owner Trustee. IN WITNESS WHEREOF, each of the parties hereto has caused this COLT Custodian Agreement to be in its name and on its behalf by a duly authorized officer as of the day and year first above written. CENTRAL ORIGINATING LEASE TRUST By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as COLT Owner Trustee By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact GMAC LLC, as COLT Custodian By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization EX-99.17 19 k15931exv99w17.txt POOLING AND ADMINISTRATION AGREEMENT EXHIBIT NO. 99.17 ================================================================================ CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 POOLING AND ADMINISTRATION AGREEMENT BETWEEN CAPITAL AUTO RECEIVABLES LLC AND GMAC LLC DATED AS OF JUNE 7, 2007 ================================================================================ TABLE OF CONTENTS
PAGE ---- ARTICLE I DEFINITIONS.................................................... 2 Section 1.1 Definitions.............................................. 2 Section 1.2 Owner of a COLT 2007-SN1 Secured Note.................... 2 ARTICLE II PURCHASE AND SALE OF COLT 2007-SN1 SECURED NOTES.............. 2 Section 2.1 Purchase and Sale of COLT 2007-SN1 Secured Notes......... 2 Section 2.2 Secured Notes Purchase Price............................. 3 Section 2.3 The Closing.............................................. 3 ARTICLE III ADMINISTRATION OF THE COLT 2007-SN1 SECURED NOTES............ 3 Section 3.1 Duties of the Trust Administrator........................ 3 Section 3.2 Maintenance of Security Interests in COLT 2007-SN1 Secured Notes............................................ 5 Section 3.3 Covenants, Representations and Warranties of the Trust Administrator............................................ 5 Section 3.4 Purchase of COLT 2007-SN1 Secured Notes Upon Breach of Covenant................................................. 6 Section 3.5 Administration Fee; Payment of Certain Expenses by Trust Administrator............................................ 7 Section 3.6 Trust Administrator's Accounting......................... 7 Section 3.7 Application of Payments.................................. 7 ARTICLE IV REPRESENTATIONS AND WARRANTIES................................ 8 Section 4.1 Representations and Warranties as to the COLT 2007-SN1 Secured Notes............................................ 8 Section 4.2 Additional Representations and Warranties of GMAC........ 10 Section 4.3 Representations and Warranties of CARI................... 11 ARTICLE V ADDITIONAL AGREEMENTS.......................................... 12 Section 5.1 Conflicts With Further Transfer and Administration Agreements............................................... 12 Section 5.2 Protection of Title; Filings............................. 12 Section 5.3 Other Liens or Interests................................. 13 Section 5.4 Repurchase Events........................................ 13 Section 5.5 Indemnification.......................................... 13 Section 5.6 Further Assignments...................................... 14
TABLE OF CONTENTS (continued)
PAGE ---- Section 5.7 Further Assurances....................................... 14 ARTICLE VI CONDITIONS.................................................... 14 Section 6.1 Conditions to Obligation of CARI......................... 14 Section 6.2 Conditions to Obligation of GMAC......................... 15 ARTICLE VII MISCELLANEOUS PROVISIONS..................................... 16 Section 7.1 Amendment................................................ 16 Section 7.2 Survival................................................. 16 Section 7.3 Notices.................................................. 16 Section 7.4 Governing Law............................................ 16 Section 7.5 Waivers.................................................. 16 Section 7.6 Costs and Expenses....................................... 16 Section 7.7 Confidential Information................................. 16 Section 7.8 Headings................................................. 16 Section 7.9 Counterparts............................................. 17 Section 7.10 No Petition Covenant..................................... 17 Section 7.11 Limitations on Rights of Others.......................... 17 Section 7.12 Merger and Consolidation of GMAC or CARI................. 17 Section 7.13 Assignment............................................... 17
EXHIBITS EXHIBIT A Form of First Step Secured Notes Assignment APPENDIX A Definitions, Rules of Construction and Notices THIS POOLING AND ADMINISTRATION AGREEMENT, dated as of June 7, 2007, between CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company (together with its successors and assigns "CARI"), and GMAC LLC, a Delaware limited liability company ("GMAC", and GMAC in its capacity as seller of the COLT 2007-SN1 Secured Notes and the "Trust Administrator" in its capacity as administrator for the COLT 2007-SN1 Secured Notes). WHEREAS, GMAC desires to sell the COLT 2007-SN1 Secured Notes, each of which is secured by a lien on and security interest in the Series 2007-SN1 Lease Assets, all proceeds thereof, including insurance proceeds and any and all rights under any guarantees or similar obligations relating to such Series 2007-SN1 Lease Assets or proceeds thereof; WHEREAS, GMAC, as holder of COLT 2007-SN1 Secured Notes, has certain rights to receive payments with respect to the Series 2007-SN1 Lease Assets, and to the other proceeds and rights described herein; WHEREAS, CARI desires to purchase the COLT 2007-SN1 Secured Notes and related rights owned by GMAC and GMAC is willing to sell the COLT 2007-SN1 Secured Notes and related rights to CARI; WHEREAS, CARI may wish to sell or otherwise transfer the COLT 2007-SN1 Secured Notes and related rights, or interests therein, to a trust, corporation, partnership or other entity (any such entity being the "Issuer"); WHEREAS, the Issuer may issue debentures, notes, participations, certificates of beneficial interest, partnership interests or other interests or securities (collectively, any such issued interests or securities being "Securities") to fund its acquisition of the COLT 2007-SN1 Secured Notes and related rights; WHEREAS, the Issuer may wish to provide in the agreements pursuant to which it acquires its interest in the COLT 2007-SN1 Secured Notes and related rights and issues the Securities (the Trust Sale and Administration Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture, the Trust Agreement, the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificate, being collectively the "Further Transfer and Administration Agreements") that GMAC shall administer the COLT 2007-SN1 Secured Notes; and WHEREAS, the Trust Administrator is willing to administer the COLT 2007-SN1 Secured Notes in accordance with the terms hereof for the benefit of CARI and, by its execution of the Further Transfer and Administration Agreements, will be willing to administer the COLT 2007-SN1 Secured Notes in accordance with the terms of such Further Transfer and Administration Agreements for the benefit of the Issuer and each other party identified or described herein or in the Further Transfer and Administration Agreements as having an interest as owner, trustee, secured party, or holder of Securities (all such parties under the Further Transfer and Administration Agreements being "Interested Parties") with respect to the COLT 2007-SN1 Secured Notes, and the proceeds thereof, as the interests of such parties may appear from time to time. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. Certain capitalized terms used in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to "the Agreement" or "this Agreement" are to this Pooling and Administration Agreement as it may be amended, supplemented or modified from time to time, and all references herein to Articles and Sections are to Articles or Sections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement. Section 1.2 Owner of a COLT 2007-SN1 Secured Note. For purposes of this Agreement, the "Owner" of a COLT 2007-SN1 Secured Note shall mean CARI until the sale, transfer, assignment or other conveyance of such COLT 2007-SN1 Secured Note by CARI pursuant to the terms of the Further Transfer and Administration Agreements, and thereafter shall mean the Issuer; provided, however, that GMAC or CARI, as applicable, shall be the "Owner" of any COLT 2007-SN1 Secured Note from and after the time that such Person shall acquire such COLT 2007-SN1 Secured Note, whether pursuant to Section 3.04 or 5.04 of this Agreement, any provision of the Further Transfer and Administration Agreements or otherwise. ARTICLE II PURCHASE AND SALE OF COLT 2007-SN1 SECURED NOTES Section 2.1 Purchase and Sale of COLT 2007-SN1 Secured Notes. On such date as is acceptable to CARI and GMAC, subject to satisfaction of the conditions specified in Article VI and the First Step Secured Notes Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Administration Agreements), and in consideration of CARI's payment to GMAC of the Secured Notes Purchase Price, GMAC shall sell, transfer, assign and otherwise convey to CARI, without recourse: (a) all right, title and interest of GMAC in, to and under the COLT 2007-SN1 Secured Notes and all monies due thereunder on and after the Series 2007-SN1 Closing Date; (b) all right, title and interest of GMAC in, to and under the First Step Secured Notes Assignment; (c) all right, title and interest of GMAC in, to and under the VAULT Security Agreement; and (d) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (a), (b) and (c) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the CARAT 2007-SN1 Pooling and Administration Agreement foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (a) through (d) above is referred to herein collectively as the "First Step Purchased Property." It is the intention of GMAC and CARI that the transfer and assignment of the COLT 2007-SN1 Secured Notes contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute a sale of the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property from GMAC to CARI and the beneficial interest in and title to the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property shall not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The foregoing sale contemplated by this Agreement and the First Step Secured Notes Assignment does not constitute and is not intended to result in any assumption by CARI of (i) any obligation of GMAC to the Lessees, Dealers, insurers or any other Person in connection with the COLT 2007-SN1 Secured Notes, the Series 2007-SN1 Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them and (ii) any obligation or liability of COLT or ownership of the Series 2007-SN1 Lease Assets. Section 2.2 Secured Notes Purchase Price. In consideration for the First Step Purchased Property, CARI shall, on or about the Series 2007-SN1 Closing Date, pay to GMAC an amount equal to the Initial Aggregate Secured Note Principal Balance in respect of the COLT 2007-SN1 Secured Notes (the "Secured Notes Purchase Price"), and GMAC shall execute and deliver to CARI an assignment in the form attached as Exhibit A (the "First Step Secured Notes Assignment"). A portion of the Secured Notes Purchase Price equal to $2,302,510,133.28 shall be paid to GMAC in immediately available funds. Section 2.3 The Closing. The sale and purchase of the COLT 2007-SN1 Secured Notes shall take place at the offices of Mayer, Brown, Rowe & Maw LLP, 71 South Wacker Drive, Chicago, Illinois 60606, on the Series 2007-SN1 Closing Date at a date and time mutually agreeable to GMAC and CARI, and may occur simultaneously with the closing of transactions contemplated by the Further Transfer and Administration Agreements. ARTICLE III ADMINISTRATION OF THE COLT 2007-SN1 SECURED NOTES Section 3.1 Duties of the Trust Administrator. (a) The Trust Administrator is hereby appointed and authorized to act as agent for the Owner of the COLT 2007-SN1 Secured Notes and in such capacity shall administer the COLT 2007-SN1 Secured Notes with reasonable care, using that degree of skill and attention that the Trust Administrator exercises with respect to comparable property that it administers for itself or others. The Trust Administrator hereby accepts such appointment and authorization and agrees to perform the duties of Trust Administrator with respect to the COLT 2007-SN1 Secured Notes set forth herein and in the Further Transfer and Administration Agreements. (b) The Trust Administrator's duties shall include posting of all payments on the COLT 2007-SN1 Secured Notes, accounting for collections and furnishing monthly and annual statements to CARI and any other Persons designated herein with respect to distributions, generating federal income tax information, giving any required notices or instructions to CARI or the CARAT Owner Trustee and performing the other duties specified herein. Subject to the provisions of Section 3.02, the Trust Administrator shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such administration that it may deem necessary or desirable. (c) Without limiting the generality of the foregoing, the Trust Administrator is hereby authorized and empowered by the Owner of the COLT 2007-SN1 Secured Notes, pursuant to this Section 3.01, to execute and deliver, on behalf of all Interested Parties, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the COLT 2007-SN1 Secured Notes. The Trust Administrator is hereby authorized to commence, in its own name or in the name of the Owner of such COLT 2007-SN1 Secured Note a legal proceeding, whether through judicial process or (with respect to repossession of any Vehicle related to a Series 2007-SN1 Lease Asset) non-judicial process, to enforce all obligations of GMAC and CARI under this Agreement and under the Further Transfer and Administration Agreements or to commence or participate in a legal proceeding (including a bankruptcy proceeding) relating to or involving a COLT 2007-SN1 Secured Note. If the Trust Administrator commences or participates in such a legal proceeding in its own name, the Owner of such COLT 2007-SN1 Secured Note shall be deemed to have automatically assigned such COLT 2007-SN1 Secured Note to the Trust Administrator for the benefit of the Interested Parties for purposes of commencing or participating in any such proceeding as a party or claimant. Upon such automatic assignment, the Trust Administrator will be, and will have all the rights and duties of, a secured party under the UCC and other applicable law with respect to such COLT 2007-SN1 Secured Note. At the Trust Administrator's request from time to time, the Owner of a COLT 2007-SN1 Secured Note assigned under this Section 3.01 shall provide the Trust Administrator with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Trust Administrator to take any of the actions set forth in the following sentence. (d) The Trust Administrator is hereby authorized and empowered by the Owner of a COLT 2007-SN1 Secured Note to execute and deliver in the Trust Administrator's name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. Any Owner of COLT 2007-SN1 Secured Notes shall furnish the Trust Administrator with any powers of attorney and other documents and take any other steps which the Trust Administrator may deem necessary or appropriate to enable the Trust Administrator to carry out its administrative duties under this Agreement and the Further Transfer and Administration Agreements. Except to the extent required by the preceding two sentences, the authority and rights granted to the Trust Administrator in this Section 3.01 shall be nonexclusive and shall not be construed to be in derogation of the retention by the Owner of a COLT 2007-SN1 Secured Note of equivalent authority and rights. Section 3.2 Maintenance of Security Interests in COLT 2007-SN1 Secured Notes. The Trust Administrator shall, in accordance with its customary practices, policies and procedures and at its own expense, take such steps as are necessary to maintain perfection of the security interest created by each COLT 2007-SN1 Secured Note in the Series 2007-SN1 Lease Assets and other First Step Purchased Property as set forth in Section 2.09 of the COLT Servicing Agreement. The Owner of each COLT 2007-SN1 Secured Note hereby authorizes the Trust Administrator to re-perfect such security interest on behalf of such Owner, as necessary for any reason. Section 3.3 Covenants, Representations and Warranties of the Trust Administrator. As of the Series 2007-SN1 Closing Date, the Trust Administrator hereby makes the following representations, warranties and covenants on which CARI relies in accepting the COLT 2007-SN1 Secured Notes hereunder and pursuant to the First Step Secured Notes Assignment, and on which the Issuer shall rely in accepting the COLT 2007-SN1 Secured Notes and executing and delivering the Securities under the Further Transfer and Administration Agreements. (a) The Trust Administrator covenants that from and after the Series 2007-SN1 Closing Date: (i) Liens in Force. Except as contemplated in this Agreement or the Further Transfer and Administration Agreements, the Trust Administrator shall not release in whole or in part any part of the COLT 2007-SN1 Trust Estate from the Lien securing the related COLT 2007-SN1 Secured Note; and (ii) No Impairment. The Trust Administrator shall do nothing to impair the rights or security interest of CARI or any Interested Party in and to the First Step Purchased Property. (b) Upon the execution of this Agreement and the Further Transfer and Administration Agreements, the Trust Administrator represents and warrants to the Issuer and CARI, in addition to the representations and warranties in Sections 4.01 and 4.02 being true as of the date of the closing thereunder, that as of such closing: (i) Organization and Good Standing. The Trust Administrator has been duly organized and is validly existing as an entity in good standing under the laws of its State of formation, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to administer the COLT 2007-SN1 Secured Notes as provided herein and in the Further Transfer and Administration Agreements; (ii) Due Qualification. The Trust Administrator is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires or shall require such qualification; (iii) Power and Authority. The Trust Administrator has the power and authority to execute and deliver this Agreement and the Further Transfer and Administration Agreements and to carry out the terms of such agreements; and the Trust Administrator's execution, delivery and performance of this Agreement and the Further Transfer and Administration Agreements have been duly authorized by the Trust Administrator by all necessary limited liability company action; (iv) Binding Obligation. The Further Transfer and Administration Agreements and this Agreement, when duly executed and delivered, shall constitute the legal, valid and binding obligations of the Trust Administrator enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) No Violation. The consummation by the Trust Administrator of the transactions contemplated by this Agreement and the Further Transfer and Administration Agreements, and the fulfillment by the Trust Administrator of the terms hereof and thereof, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under the certificate of formation or limited liability company agreement of the Trust Administrator, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Trust Administrator is a party or by which it is bound, or result in the creation or imposition of any Lien (other than tax liens and any other Liens that attach by operation of law) upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the Further Transfer and Administration Agreements, or violate any law or, to the best of the Trust Administrator's knowledge, any order, rule or regulation applicable to the Trust Administrator of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Trust Administrator or any of its properties; and (vi) No Proceedings. There are no Proceedings pending or, to the Trust Administrator's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Trust Administrator or its properties (A) asserting the invalidity of this Agreement and the Further Transfer and Administration Agreements or any Securities issued thereunder, (B) seeking to prevent the issuance of such Securities or the consummation of any of the transactions contemplated by the Further Transfer and Administration Agreements, or (C) seeking any determination or ruling that might materially and adversely affect this Agreement, the performance by the Trust Administrator of its obligations under, or the validity or enforceability of, the Further Transfer and Administration Agreements. Section 3.4 Purchase of COLT 2007-SN1 Secured Notes Upon Breach of Covenant. Upon discovery by any of the Trust Administrator, CARI or any party under the Further Transfer and Administration Agreements of a breach of any of the covenants set forth in Sections 3.02 and 3.03, the party discovering such breach shall give prompt written notice thereof to the other parties thereto. As of the last day of the second Monthly Period following its discovering or receiving notice of such breach (or, at the Trust Administrator's election, the last day of the first Monthly Period so following), the Trust Administrator shall, unless it shall have cured such breach in all material respects, purchase from the Owner thereof any COLT 2007-SN1 Secured Note materially and adversely affected by such breach and, on the related Distribution Date, the Trust Administrator shall pay the Administrative Purchase Payment. It is understood and agreed that the obligation of the Trust Administrator to purchase any COLT 2007-SN1 Secured Note with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Trust Administrator for such breach available to CARI or any Interested Party. Section 3.5 Administration Fee; Payment of Certain Expenses by Trust Administrator. The Trust Administrator is entitled to receive the Administration Fee out of payments on the COLT 2007-SN1 Secured Notes. The Trust Administrator shall also be entitled to Investment Earnings as, and to the extent, set forth in the Further Transfer and Administration Agreements. Subject to any limitations on the Trust Administrator's liability under the Further Transfer and Administration Agreements, the Trust Administrator shall be required to pay all expenses incurred by it in connection with its activities under this Agreement and under the Further Transfer and Administration Agreements (including fees and disbursements of the Issuer, any trustees (including of the CARAT Indenture Trustee pursuant to Section 6.7 of the CARAT Indenture) and independent accountants, taxes imposed on the Trust Administrator, expenses incurred in connection with distributions and reports to holders of Securities and all other fees and expenses not expressly stated under this Agreement or the Further Transfer and Administration Agreements to be for the account of the holders of Securities). Section 3.6 Trust Administrator's Accounting. On each Determination Date under a Further Transfer and Administration Agreement, the Trust Administrator shall deliver to each of the trustees and other applicable parties under the Further Transfer and Administration Agreements and to CARI and the Rating Agencies a Trust Administrator's Accounting with respect to the immediately preceding Monthly Period executed by the President or any Vice President of the Trust Administrator containing all information necessary to each such party for making any distributions required by the Further Transfer and Administration Agreements, and all information necessary to each such party for sending any statements required under the Further Transfer and Administration Agreements. COLT 2007-SN1 Secured Notes to be purchased by the Trust Administrator under Sections 3.06 or 5.04 or to be repurchased by CARI or GMAC under the Further Transfer and Administration Agreements as of the last day of any Monthly Period shall be identified by the registration number on such COLT 2007-SN1 Secured Note (as set forth in the Schedule of Secured Notes). With respect to any COLT 2007-SN1 Secured Notes for which CARI is the Owner, the Trust Administrator shall deliver to CARI such accountings relating to such COLT 2007-SN1 Secured Notes and the actions of the Trust Administrator with respect thereto as CARI may reasonably request. Section 3.7 Application of Payments. For the purposes of this Agreement and the Further Transfer and Administration Agreements, no later than each Distribution Date all payments for the related Monthly Period shall be applied by the Trust Administrator as described in Section 4.05 of the Trust Sale and Administration Agreement. With respect to each Administrative Secured Note and Warranty Secured Note, payments shall be applied in the same manner. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.1 Representations and Warranties as to the COLT 2007-SN1 Secured Notes. GMAC makes the following representations and warranties as to the COLT 2007-SN1 Secured Notes related thereto on which CARI relies in accepting the COLT 2007-SN1 Secured Notes. Such representations and warranties speak as of the Series 2007-SN1 Closing Date, and shall survive the sale, transfer and assignment of the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property to CARI and the subsequent assignment and transfer pursuant to the Further Transfer and Administration Agreements: (a) Custody of COLT 2007-SN1 Secured Notes. GMAC has instructed the Secured Note Registrar to identify the CARAT Indenture Trustee as the registered holder of the COLT 2007-SN1 Secured Notes, in each case in the Secured Note Register. (b) Terms of COLT 2007-SN1 Secured Notes. Each COLT 2007-SN1 Secured Note: (i) was issued by COLT to fund a portion of the purchase price of the related pool of Series 2007-SN1 Lease Assets, (ii) has created or shall create a valid, binding and enforceable first priority security interest in favor of GMAC or the COLT Indenture Trustee on behalf of GMAC in the Series 2007-SN1 Lease Assets, which security interest is assignable by GMAC to CARI, (iii) contains enforceable provisions to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security, (iv) shall yield interest at the rate set forth in such COLT 2007-SN1 Secured Note and (v) prior to the sale of the COLT 2007-SN1 Secured Notes to CARI under this Agreement, the COLT 2007-SN1 Secured Notes constitute "chattel paper," "payment intangibles," "promissory notes" or "certificated securities" within the meaning of the applicable UCC. (c) Binding Obligation. Each COLT 2007-SN1 Secured Note represents the genuine, legal, valid and binding payment obligation of COLT thereon, in each case enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights in general and by equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (d) COLT 2007-SN1 Secured Notes in Force. No COLT 2007-SN1 Secured Note has been satisfied, subordinated or rescinded, and the related Series 2007-SN1 Lease Assets securing each such COLT 2007-SN1 Secured Note have not been released from the Lien of the related COLT 2007-SN1 Secured Note in whole or in part. (e) No Waiver or Amendment. Since the Series 2007-SN1 Closing Date, no provision of a COLT 2007-SN1 Secured Note has been waived, amended or modified in any respect. (f) No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any COLT 2007-SN1 Secured Note. (g) No Liens. To the best of GMAC's knowledge: (1) there are no Liens (other than tax liens and any other Liens that attach by operation of law) or claims that have been filed for work, labor or materials affecting any Series 2007-SN1 Lease Assets securing any COLT 2007-SN1 Secured Note that are or may be Liens (other than tax liens and any other Liens that attach by operation of law) prior to, or equal or coordinate with, the security interest in the Series 2007-SN1 Lease Assets granted pursuant to the COLT 2007-SN1 Indenture, (2) no contribution failure has occurred with respect to any Pension Plan which is sufficient to give rise to a lien under Section 302(f) of ERISA with respect to any COLT 2007-SN1 Secured Note, and (3) no tax lien has been filed and no claim related thereto is being asserted with respect to any COLT 2007-SN1 Secured Note. (h) Good Title. No COLT 2007-SN1 Secured Note has been sold, transferred, assigned or pledged by GMAC to any Person other than CARI. Immediately prior to the conveyance of the COLT 2007-SN1 Secured Notes pursuant to this Agreement and the First Step Secured Notes Assignment, GMAC had good and marketable title thereto, free of any Lien (other than tax liens and any other Liens that attach by operation of law). Upon execution and delivery of this Agreement and the related First Step Secured Notes Assignment by GMAC, CARI shall have all of the right, title and interest of GMAC in and to the COLT 2007-SN1 Secured Notes, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien (other than tax liens and any other Liens that attach by operation of law). (i) Lawful Assignment. No COLT 2007-SN1 Secured Note was issued, or is subject to the laws of, any jurisdiction the laws of which would make unlawful the sale, transfer and assignment of such COLT 2007-SN1 Secured Note under this Agreement, the Trust Sale and Administration Agreement or the CARAT Indenture, as applicable. (j) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give CARI a first priority perfected ownership interest in the First Step Purchased Property have been made. Other than the security interest granted to CARI pursuant to this Agreement, GMAC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the COLT 2007-SN1 Secured Notes; GMAC has not authorized the filing of, and is not aware of, any financing statements against GMAC that include a description of collateral covering the COLT 2007-SN1 Secured Notes other than the financing statements relating to the security interests granted to CARI under this Agreement, or any financing statement that has been terminated. GMAC is not aware of any judgment or tax lien filings against it. (k) Maturity of COLT 2007-SN1 Secured Notes. Each COLT 2007-SN1 Secured Note has a maturity date on January 17, 2012 or prior to the last of the Final Scheduled Distribution Dates. (l) Security Interest Created. While it is the intention of GMAC and CARI that the transfer and assignment contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute the sale of the COLT 2007-SN1 Secured Notes from GMAC to CARI, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the COLT 2007-SN1 Secured Notes in favor of CARI which security interest is prior to all other Liens (other than tax liens and any other Liens that attach by operation of law), and is enforceable as such as against creditors of and purchasers from GMAC. Section 4.2 Additional Representations and Warranties of GMAC. GMAC hereby represents and warrants to CARI as of the Series 2007-SN1 Closing Date, both in its capacity as the seller of the COLT 2007-SN1 Secured Notes hereunder and in its capacity as Trust Administrator, that: (a) Organization and Good Standing. GMAC has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted; (b) Due Qualification. GMAC is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires or shall require such qualification; (c) Power and Authority. GMAC has the power and authority to execute and deliver this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which it is a party and to carry out its terms; GMAC has full power and authority to sell and assign the property to be sold and assigned to CARI and to administer the COLT 2007-SN1 Secured Notes as provided herein and in the Further Transfer and Administration Agreements, and has duly authorized such sale and assignment to CARI by all necessary limited liability company action; and the execution, delivery and performance of this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which it is a party have been duly authorized by GMAC by all necessary limited liability company action; (d) Valid Sale; Binding Obligation. This Agreement and the First Step Secured Notes Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the COLT 2007-SN1 Secured Notes and other First Step Purchased Property enforceable against creditors of and purchasers from GMAC; and this Agreement together with the First Step Secured Notes Assignment, when duly executed and delivered, shall constitute a legal, valid and binding obligation of GMAC enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (e) No Violation. The consummation of the transactions contemplated by this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which GMAC is a party and the fulfillment of the terms of this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which GMAC is a party shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of GMAC, or any indenture, agreement, mortgage, deed of trust or other instrument to which GMAC is a party or by which it is bound, or result in the creation or imposition of any Lien (other than tax liens and any other Liens that attach by operation of law) upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement, the First Step Secured Notes Assignment and each other CARAT Basic Document to which GMAC is a party or violate any law or, to the best of GMAC's knowledge, any order, rule or regulation applicable to GMAC of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over GMAC or any of its properties; and (f) No Proceedings. There are no Proceedings pending or, to GMAC's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over GMAC or its properties (A) asserting the invalidity of this Agreement and the First Step Secured Notes Assignment or any other CARAT Basic Document to which GMAC is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, the First Step Secured Notes Assignment or any other CARAT Basic Document to which GMAC is a party, or (C) seeking any determination or ruling that might materially and adversely affect the performance by GMAC of its obligations under, or the validity or enforceability of, this Agreement, the First Step Secured Notes Assignment or any other CARAT Basic Document to which GMAC is a party. Section 4.3 Representations and Warranties of CARI. CARI hereby represents and warrants to GMAC as of the Series 2007-SN1 Closing Date: (a) Organization and Good Standing. CARI has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire, own and pledge the COLT 2007-SN1 Secured Notes; (b) Due Qualification. CARI is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification; (c) Power and Authority. CARI has the power and authority to execute and deliver this Agreement and the First Step Secured Notes Assignment and to carry out its terms and the execution, delivery and performance of this Agreement and the First Step Secured Notes Assignment have been duly authorized by CARI by all necessary corporate or limited liability company action; (d) No Violation. The consummation of the transactions contemplated by this Agreement and the First Step Secured Notes Assignment and the fulfillment of the terms of this Agreement and the First Step Secured Notes Assignment shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of CARI (or its certificate of formation, limited liability company agreement or similar governing document), or any indenture, agreement, mortgage, deed of trust or other instrument to which CARI is a party or by which it is bound, or result in the creation or imposition of any Lien (other than tax liens and any other Liens that attach by operation of law) upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, other than any Further Transfer and Administration Agreement or violate any law or, to the best of CARI's knowledge, any order, rule or regulation applicable to CARI of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over CARI or any of its properties; and (e) No Proceedings. There are no Proceedings pending or, to CARI's knowledge threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over CARI or its properties (i) asserting the invalidity of this Agreement and the First Step Secured Notes Assignment, or (ii) seeking any determination or ruling that might materially and adversely affect the performance by CARI of its obligations under, or the validity or enforceability of, this Agreement and the First Step Secured Notes Assignment. ARTICLE V ADDITIONAL AGREEMENTS Section 5.1 Conflicts With Further Transfer and Administration Agreements. To the extent that any provision of Sections 5.02 through 5.04 of this Agreement conflicts with any provision of the Further Transfer and Administration Agreements, the Further Transfer and Administration Agreements shall govern. Section 5.2 Protection of Title; Filings. (a) GMAC shall authorize and execute, as applicable, and file such financing statements and cause to be authorized and executed, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of CARI under this Agreement and the First Step Secured Notes Assignment in the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property and in the proceeds thereof. GMAC shall deliver (or cause to be delivered) to CARI file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing GMAC hereby authorizes CARI and its assigns to file all such financing statements and to file such financing statements without its signature. (b) Name Change. GMAC shall not change its State of organization or its name, identity or structure in any manner that would, could or might make any financing statement or continuation statement filed by GMAC in accordance with Section 5.02(a) seriously misleading within the meaning of the UCC, unless it shall have given CARI at least 30 days prior written notice thereof. (c) Executive Office; Maintenance of Offices. GMAC shall give CARI at least 30 days, prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. GMAC shall at all times maintain each office from which it administers COLT 2007-SN1 Secured Notes and its principal executive office within the United States of America. (d) New Debtor. In the event that GMAC shall change the jurisdiction in which it is formed, or otherwise enter into any transaction which would result in a "new debtor" (as defined in the UCC) succeeding to the obligations of GMAC hereunder, GMAC shall comply fully with the obligations of Section 5.02(a). Section 5.3 Other Liens or Interests. Except for the conveyances hereunder and under the First Step Secured Notes Assignment and as contemplated by the Further Transfer and Administration Agreements, GMAC shall not sell, pledge, assign or transfer the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than tax liens and any other Liens that attach by operation of law) on any interest therein, and GMAC shall defend the right, title and interest of CARI in, to and under such COLT 2007-SN1 Secured Notes or any other First Step Purchased Property against all claims of third parties claiming through or under GMAC. Section 5.4 Repurchase Events. By its execution of the Further Transfer and Administration Agreements to which it is a party, GMAC shall acknowledge the assignment by CARI of such of its right, title and interest in, to and under this Agreement and the First Step Secured Notes Assignment to the Issuer as shall be provided in the Further Transfer and Administration Agreements. GMAC hereby covenants and agrees with CARI for the benefit of CARI and the Interested Parties that in the event of a breach of (i) any of GMAC's representations and warranties contained in Section 4.01 hereof with respect to any COLT 2007-SN1 Secured Note (a "Repurchase Event"), GMAC shall repurchase such COLT 2007-SN1 Secured Note from the Issuer (if the Issuer is then the Owner of such COLT 2007-SN1 Secured Note) on the date and for the amount specified in the Further Transfer and Administration Agreements, without further notice from CARI hereunder. Upon the occurrence of a Repurchase Event with respect to a COLT 2007-SN1 Secured Note for which CARI is the Owner, GMAC agrees to repurchase such COLT 2007-SN1 Secured Note from CARI for an amount and upon the same terms as GMAC would be obligated to repurchase such COLT 2007-SN1 Secured Note from the Issuer if the Issuer was then the Owner thereof, and upon payment of such amount, GMAC shall have such rights with respect to such COLT 2007-SN1 Secured Note as if GMAC had purchased such COLT 2007-SN1 Secured Note from the Issuer as the Owner thereof. It is understood and agreed that the obligation of GMAC to repurchase any COLT 2007-SN1 Secured Note as to which a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against GMAC for such breach available to CARI or any Interested Party. Section 5.5 Indemnification. GMAC shall indemnify CARI for any liability as a result of the failure of a COLT 2007-SN1 Secured Note to be issued in compliance with all requirements of law. This indemnity obligation shall be in addition to any obligation that GMAC may otherwise have. Section 5.6 Further Assignments. GMAC acknowledges that CARI may, pursuant to the Further Transfer and Administration Agreements, sell the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property to the Issuer and assign its rights hereunder and under the First Step Secured Notes Assignment to the Issuer, subject to the applicable terms and conditions of the Further Transfer and Administration Agreements, and that the Issuer may in turn further pledge, assign or transfer its rights in the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property and this Agreement and the First Step Secured Notes Assignment. Section 5.7 Further Assurances. Each party will do such acts, and execute and deliver to any other party such additional documents or instruments as may be reasonably requested in order to effect the purposes of this Agreement and to better assure and confirm unto the requesting party its rights, powers and remedies hereunder. ARTICLE VI CONDITIONS Section 6.1 Conditions to Obligation of CARI. The obligation of CARI to purchase the COLT 2007-SN1 Secured Notes hereunder and pursuant to the First Step Secured Notes Assignment is subject to the satisfaction of the following conditions: (a) Representations and Warranties True. The representations and warranties of GMAC hereunder shall be true and correct as of the Series 2007-SN1 Closing Date, with the same effect as if then made, and GMAC shall have performed all obligations to be performed by it hereunder on or prior to the Series 2007-SN1 Closing Date. (b) No Repurchase Event. No Repurchase Event shall have occurred on or prior to the Series 2007-SN1 Closing Date. (c) Documents to be Delivered By GMAC. (i) The Assignment. On the Series 2007-SN1 Closing Date, GMAC shall execute and deliver the First Step Secured Notes Assignment. (ii) Evidence of UCC Filing. On or prior to the Series 2007-SN1 Closing Date, GMAC shall record and file, at its own expense, a UCC-1 financing statement in each jurisdiction in which required by applicable law, authorized by and naming GMAC as seller or debtor, naming CARI as purchaser or secured party, naming the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property as collateral, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of such COLT 2007-SN1 Secured Notes and other First Step Purchased Property to CARI. GMAC shall deliver a file-stamped copy, or other evidence satisfactory to CARI of such filing, to CARI on or prior to the Series 2007-SN1 Closing Date. (iii) Other Documents. On the Series 2007-SN1 Closing Date, GMAC shall provide such other documents as CARI may reasonably request. (d) Other Transactions. The transactions contemplated by the Further Transfer and Administration Agreements shall be consummated to the extent that such transactions are intended to be substantially contemporaneous with the transactions hereunder. Section 6.2 Conditions to Obligation of GMAC. The obligation of GMAC to sell the COLT 2007-SN1 Secured Notes to CARI hereunder is subject to the satisfaction of the following conditions: (a) Representations and Warranties True. The representations and warranties of CARI hereunder shall be true and correct as of the Series 2007-SN1 Closing Date with the same effect as if then made, and CARI shall have performed all obligations to be performed by it hereunder on or prior to the Series 2007-SN1 Closing Date. (b) Secured Notes Purchase Price. On the Series 2007-SN1 Closing Date, CARI shall pay to GMAC the Secured Notes Purchase Price as provided in Section 2.02. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.1 Amendment. This Agreement may be amended from time to time (subject to any expressly applicable amendment provision of the Further Transfer and Administration Agreements) by a written amendment duly executed and delivered by GMAC and CARI; provided, however, that any material amendment shall also require that prior written notice be given to the Rating Agencies. Section 7.2 Survival. The representations and warranties of GMAC set forth in Articles IV and V of this Agreement and of the Trust Administrator set forth in Section 3.03 of this Agreement shall remain in full force and effect and shall survive the closing under Section 2.03 and the closing under the Further Transfer and Administration Agreements. Section 7.3 Notices. All demands, notices and communications upon or to GMAC or CARI under this Agreement shall be delivered as specified in Part III of Appendix A to this Agreement. Section 7.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 7.5 Waivers. No failure or delay on the part of CARI in exercising any power, right or remedy under this Agreement or the First Step Secured Notes Assignment shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. Section 7.6 Costs and Expenses. GMAC agrees to pay all reasonable out-of-pocket costs and expenses of CARI, including fees and expenses of counsel, in connection with the perfection as against third parties of CARI's right, title and interest in, to and under the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property and the enforcement of any obligation of GMAC hereunder. Section 7.7 Confidential Information. CARI agrees that it shall neither use nor disclose to any person the names and addresses of the Lessees, except in connection with the enforcement of CARI's rights hereunder, under the COLT 2007-SN1 Secured Notes, under the Further Transfer and Administration Agreements or as required by law. Section 7.8 Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 7.9 Counterparts. This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 7.10 No Petition Covenant. Notwithstanding any prior termination of this Agreement, GMAC shall not, prior to the date which is one year and one day after the final distribution with respect to the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates to the Note Distribution Account or the Certificate Distribution Account, respectively, as applicable, acquiesce, petition or otherwise invoke or cause CARI to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against CARI under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of CARI or any substantial part of its property, or ordering the winding up or liquidation of the affairs of CARI. Section 7.11 Limitations on Rights of Others. The provisions of this Agreement and the First Step Secured Notes Assignment are solely for the benefit of GMAC and CARI and, to the extent expressly provided herein, the Interested Parties, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in, under, or in respect of this Agreement or any covenants, conditions or provisions contained herein. Section 7.12 Merger and Consolidation of GMAC or CARI. Any corporation, limited liability company or other entity (i) into which either of GMAC or CARI may be merged or consolidated, (ii) resulting from any merger or consolidation to which either of GMAC or CARI shall be a party, (iii) succeeding to the business of either of GMAC or CARI, or (iv) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by GMAC or General Motors, which corporation or entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of either of GMAC or CARI under this Agreement and the other CARAT Basic Documents, shall be the successor to either of GMAC or CARI under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. GMAC or CARI, as applicable, shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 7.12 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the CARAT Indenture Trustee and the CARAT Owner Trustee. Section 7.13 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be assigned by GMAC or CARI without the consent of any other Person to a corporation or other organization that is a successor (by merger, consolidation or purchases of assets) to GMAC or CARI (as applicable), or that more than 50% of the voting interests of which is owned, directly or indirectly, by GMAC or General Motors, provided that such organization executes an agreement of assumption as provided in Section 3.03 of the Trust Sale and Administration Agreement. IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date and year first above written. GMAC LLC By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization CAPITAL AUTO RECEIVABLES LLC By: /s/ P.M. Surhigh ------------------------------------ Name: P.M. Surhigh Title: Vice President EXHIBIT A FORM OF FIRST STEP SECURED NOTES ASSIGNMENT PURSUANT TO POOLING AND ADMINISTRATION AGREEMENT For value received, in accordance with the Pooling and Administration Agreement, dated as of June 7, 2007 (the "Pooling and Administration Agreement"), between GMAC LLC, a Delaware limited liability company ("GMAC"), and Capital Auto Receivables LLC, a Delaware limited liability company ("CARI"), GMAC does hereby sell, assign, transfer and otherwise convey unto CARI, without recourse, (i) all right, title and interest of GMAC in, to and under the COLT 2007-SN1 Secured Notes and all monies due thereunder on and after the Series 2007-SN1 Closing Date; (ii) all right, title and interest of GMAC in, to and under the First Step Secured Notes Assignment; (iii) all right, title and interest of GMAC in, to and under the VAULT Security Agreement; and (iv) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (a), (b) and (c) above and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (i) through (iv) above is referred to herein collectively as the "First Step Purchased Property." It is the intention of GMAC and CARI that the transfer and assignment of the COLT 2007-SN1 Secured Notes contemplated by this Agreement and the First Step Secured Notes Assignment shall constitute a sale of the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property from GMAC to CARI and the beneficial interest in and title to the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property shall not be part of GMAC's estate in the event of the filing of a bankruptcy petition by or against GMAC under any bankruptcy law. The foregoing sale contemplated by this Agreement and the First Step Secured Notes Assignment does not constitute and is not intended to result in any assumption by CARI of (i) any obligation of GMAC to the Lessees, Dealers, insurers or any other Person in connection with the COLT 2007-SN1 Secured Notes, the Series 2007-SN1 Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them and (ii) any obligation or liability of COLT or ownership of the Series 2007-SN1 Lease Assets. The Seller hereby represents that as of the Series 2007-SN1 Closing Date, the Initial Aggregate Secured Note Principal Balance was $2,325,007,063.65. THIS FIRST STEP SECURED NOTES ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS FIRST STEP SECURED NOTES ASSIGNMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. This Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Pooling and Administration Agreement and is to be governed by the Pooling and Administration Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Pooling and Administration Agreement. IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly executed as of the date first above written. GMAC LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- APPENDIX A Part I For ease of reference, capitalized terms defined herein have been consolidated with and are contained in Appendix A to the Trust Sale and Administration Agreement of even date herewith among GMAC, CARI and Capital Auto Receivables Asset Trust 2007-SN1, as amended and supplemented from time to time. Part II For ease of reference, the rules of construction have been consolidated with and are contained in Part II of Appendix A to the Trust Sale and Administration Agreement of even date herewith among GMAC, CARI and Capital Auto Receivables Asset Trust 2007-SN1, as amended and supplemented from time to time. Part III For ease of reference, the notice addresses and procedures have been consolidated with and are contained in Appendix B to the Trust Sale and Administration Agreement of even date herewith among GMAC, CARI and Capital Auto Receivables Asset Trust 2007-SN1, as amended and supplemented from time to time. EX-99.18 20 k15931exv99w18.txt TRUST SALE AND ADMINISTRATION AGREEMENT EXHIBIT NO. 99.18 TRUST SALE AND ADMINISTRATION AGREEMENT BETWEEN GMAC LLC TRUST ADMINISTRATOR CAPITAL AUTO RECEIVABLES LLC SELLER AND CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 ISSUER DATED AS OF JUNE 7, 2007 TABLE OF CONTENTS
PAGE ---- ARTICLE I CERTAIN DEFINITIONS............................................ 1 ARTICLE II CONVEYANCE OF COLT 2007-SN1 SECURED NOTES; ISSUANCE OF SECURITIES.................................................... 1 Section 2.01 Conveyance of COLT 2007-SN1 Secured Notes................ 1 Section 2.02 Acceptance by Issuer..................................... 2 Section 2.03 Representations and Warranties as to the COLT 2007-SN1 Secured Notes............................................ 3 Section 2.04 Repurchase of COLT 2007-SN1 Secured Notes Upon Breach of Warranty.............................................. 3 ARTICLE III THE SELLER................................................... 4 Section 3.01 Representations of Seller................................ 4 Section 3.02 Liability of Seller...................................... 5 Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of Seller; Amendment of Certificate of Incorporation............................................ 6 Section 3.04 Limitation on Liability of Seller and Others............. 6 Section 3.05 Seller May Own CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates............................................. 7 ARTICLE IV TRUST ADMINISTRATOR'S COVENANTS; DISTRIBUTIONS; STATEMENTS TO CARAT 2007-SN1 NOTEHOLDERS AND CARAT 2007-SN1 CERTIFICATEHOLDERS............................................ 7 Section 4.01 Annual Statement as to Compliance; Notice of Trust Administrator Default.................................... 7 Section 4.02 Annual Report of Assessment of Compliance with Servicing Criteria....................................... 8 Section 4.03 Access to Certain Documentation and Information Regarding the COLT 2007-SN1 Secured Notes................ 9 Section 4.04 Assignment of Administrative Secured Notes and Warranty Secured Notes............................................ 9 Section 4.05 Distributions............................................ 9 Section 4.06 Net Deposits............................................. 12 Section 4.07 Statements to Securityholders............................ 12 Section 4.08 Additional Duties of the Trust Administrator............. 14
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PAGE ---- ARTICLE V NOTEHOLDER ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS..... 21 Section 5.01 Establishment of Accounts................................ 21 Section 5.02 Investment Earnings...................................... 24 Section 5.03 Additional Deposits...................................... 24 ARTICLE VI LIABILITIES OF TRUST ADMINISTRATOR AND OTHERS................. 24 Section 6.01 Liability of Trust Administrator; Indemnities............ 24 Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of the Trust Administrator................... 26 Section 6.03 Limitation on Liability of Trust Administrator and Others................................................... 26 Section 6.04 Delegation of Duties..................................... 27 Section 6.05 Trust Administrator Not to Resign........................ 28 ARTICLE VII DEFAULT...................................................... 28 Section 7.01 Trust Administrator Defaults............................. 28 Section 7.02 Consequences of a Trust Administrator Default............ 29 Section 7.03 CARAT Indenture Trustee to Act; Appointment of Successor................................................ 30 Section 7.04 Notification to CARAT 2007-SN1 Noteholders and CARAT 2007-SN1 Certificateholders.............................. 30 Section 7.05 Waiver of Past Defaults.................................. 30 ARTICLE VIII TERMINATION................................................. 31 Section 8.01 Optional Purchase of All COLT 2007-SN1 Secured Notes; Insolvency of Seller; Termination of Trust............... 31 ARTICLE IX MISCELLANEOUS PROVISIONS...................................... 34 Section 9.01 Amendment................................................ 34 Section 9.02 Protection of Title to Trust............................. 35 Section 9.03 Notices.................................................. 37 Section 9.04 GOVERNING LAW............................................ 37 Section 9.05 Severability of Provisions............................... 38 Section 9.06 Assignment............................................... 38 Section 9.07 Third-Party Beneficiaries................................ 38 Section 9.08 Separate Counterparts.................................... 38
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PAGE ---- Section 9.09 Headings and Cross-References............................ 38 Section 9.10 Assignment to CARAT Indenture Trustee.................... 38 Section 9.11 No Petition Covenants.................................... 39 Section 9.12 Limitation of Liability of CARAT Indenture Trustee and CARAT Owner Trustee...................................... 39 Section 9.13 Tax Treatment............................................ 39 Section 9.14 Furnishing Documents..................................... 40 Section 9.15 Independence of the Trust Administrator.................. 40 Section 9.16 No Joint Venture......................................... 40 Section 9.17 Other Activities of Trust Administrator.................. 40 Section 9.18 Information to Be Provided by the CARAT Indenture Trustee.................................................. 40
-iii- EXHIBIT A Schedule of Secured Notes EXHIBIT B Form of Second Step Secured Notes Assignment APPENDIX A Definitions and Rules of Construction APPENDIX B Notices Addresses and Procedures APPENDIX C Perfection Representations CARAT 2007-SN1 Trust Sale and Administration Agreement THIS TRUST SALE AND ADMINISTRATION AGREEMENT is made as of June 7, 2007 by and among GMAC LLC, a Delaware limited liability company ("GMAC"), and GMAC in its capacity as Trust Administrator under the Pooling and Administration Agreement described below is referred to as the "Trust Administrator"), Capital Auto Receivables LLC, a Delaware limited liability company (together with its successors and assigns, the "Seller"), and Capital Auto Receivables Asset Trust 2007-SN1, a Delaware statutory trust (the "Issuer"). WHEREAS, GMAC has sold the COLT 2007-SN1 Secured Notes to the Seller and the Trust Administrator has agreed to administer the COLT 2007-SN1 Secured Notes pursuant to the Pooling and Administration Agreement; WHEREAS, the Seller desires to sell the COLT 2007-SN1 Secured Notes to the Issuer in exchange for the CARAT 2007-SN1 Notes and CARAT 2007-SN1 Certificates pursuant to the terms of this Agreement and the Trust Administrator desires to perform the administration obligations set forth herein for and in consideration of the fees and other benefits set forth in this Agreement and in the Pooling and Administration Agreement; and WHEREAS, the Seller and the Issuer wish to set forth the terms pursuant to which the COLT 2007-SN1 Secured Notes are to be sold by the Seller to the Issuer and administered by the Trust Administrator. NOW, THEREFORE, in consideration of the foregoing, the other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree as follows: ARTICLE I CERTAIN DEFINITIONS Certain capitalized terms used in the above recitals and in this Agreement are defined in and shall have the respective meanings assigned to them in Part I of Appendix A to this Agreement. All references herein to "the Agreement" or "this Agreement" are to this Trust Sale and Administration Agreement as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A, and all references herein to Articles, Sections and subsections are to Articles, Sections or subsections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Agreement. ARTICLE II CONVEYANCE OF COLT 2007-SN1 SECURED NOTES; ISSUANCE OF SECURITIES Section 2.01 Conveyance of COLT 2007-SN1 Secured Notes. In consideration of the Issuer's delivery of the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates to, or upon the order of, the Seller, the Seller does hereby enter into this Agreement and the related Second Step Secured Notes Assignment in the form attached as Exhibit B to this Agreement (the "Second Step Secured Notes Assignment") and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the Issuer, without recourse: (a) all right, title and interest of the Seller in, to and under the COLT 2007-SN1 Secured Notes and all monies due thereunder on and after the Series 2007-SN1 Closing Date; (b) all right, title and interest of the Seller in, to and under the Pooling and Administration Agreement and the First Step Secured Notes Assignment (including the right of the Seller to cause GMAC to repurchase COLT 2007--SN1 Secured Notes under certain circumstances) and the rights of the Seller under the VAULT Security Agreement; (c) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (a) through (c) is referred to herein collectively as the "Second Step Purchased Property." It is the intention of the Seller and the Issuer that the transfer and assignment contemplated by this Agreement and the related Second Step Secured Notes Assignment shall constitute a sale of the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property from the Seller to the Issuer and the beneficial interest in and title to the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of GMAC or the Seller to the Lessees, Dealers, insurers or any other Person in connection with the COLT 2007-SN1 Secured Notes, Series 2007-SN1 Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them. Section 2.02 Acceptance by Issuer. The Issuer does hereby accept all consideration conveyed by the Seller pursuant to Section 2.01, and declares that the Issuer shall hold such consideration upon the trusts set forth in the Trust Agreement for the benefit of the CARAT 2007-SN1 Certificateholders, subject to the terms and conditions of the CARAT Indenture and this Agreement and the related Second Step Secured Notes Assignment and the rights of the CARAT 2007-SN1 Noteholders with respect thereto. The Issuer hereby agrees to and accepts the appointment and authorization of GMAC as Trust Administrator under Section 3.01 of the Pooling and Administration Agreement. The parties agree that this Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture, the Trust Agreement, the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificate constitute the Further Transfer and Administration Agreements for purposes of the Pooling and Administration Agreement and that the rights, duties and obligations of GMAC as Trust Administrator under the Pooling and Administration Agreement are subject to the provisions of Sections 6.02, 6.04, 6.05, 9.01 and Article VII. Section 2.03 Representations and Warranties as to the COLT 2007-SN1 Secured Notes. Pursuant to Section 2.01(d), the Seller assigns to the Issuer all of its right, title and interest in, to and under the Pooling and Administration Agreement. Such assigned right, title and interest includes the benefit of the representations and warranties of GMAC made to the Seller pursuant to Section 4.01 of the Pooling and Administration Agreement. The Seller hereby represents and warrants to the Issuer that the Seller has taken no action which would cause such representations and warranties of GMAC to be false in any material respect as of the Series 2007-SN1 Closing Date. The Seller further acknowledges that the Issuer and its permitted assigns rely on the representations and warranties of the Seller under this Agreement and of GMAC under the Pooling and Administration Agreement in accepting the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property in trust and executing and delivering the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates. The foregoing representation and warranty speaks as of the Series 2007-SN1 Closing Date, but shall survive the sale, transfer and assignment of the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property to the Issuer and the pledge thereof to the CARAT Indenture Trustee pursuant to the CARAT Indenture. Section 2.04 Repurchase of COLT 2007-SN1 Secured Notes Upon Breach of Warranty. Upon discovery by the Seller, the Trust Administrator, the CARAT Owner Trustee or the CARAT Indenture Trustee of a breach of any of the representations and warranties in Section 4.01 of the Pooling and Administration Agreement or in Section 2.03 or Section 3.01 of this Agreement that materially and adversely affects the interests of the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders in any COLT 2007-SN1 Secured Note, the party discovering such breach shall give prompt written notice thereof to the others. As of the last day of the second Monthly Period following its discovery or its receipt of notice of breach (or, at the Seller's election, the last day of the first Monthly Period following such discovery), unless such breach shall have been cured in all material respects, in the event of a breach of the representations and warranties made by the Seller in Section 2.03 or Section 3.01, the Seller shall repurchase, or in the event of a breach of a representation and warranty under Section 4.01 of the Pooling and Administration Agreement the Seller and the Trust Administrator shall use all reasonable efforts to enforce the obligation of GMAC under Section 5.04 of the Pooling and Administration Agreement to repurchase such COLT 2007-SN1 Secured Note from the Issuer on the related Distribution Date. The repurchase price to be paid by the breaching party (the "Warranty Purchaser") shall be an amount equal to the Warranty Payment calculated as of the last day of the related Monthly Period and shall be paid on such Distribution Date. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any COLT 2007-SN1 Secured Note as to which a breach has occurred and is continuing, and the obligation of the Seller and the Trust Administrator to enforce GMAC's obligation to repurchase such COLT 2007-SN1 Secured Notes pursuant to the Pooling and Administration Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Seller, the Trust Administrator or GMAC for such breach available to the Issuer, the Financial Parties, the CARAT Owner Trustee or the CARAT Indenture Trustee. The Trust Administrator also acknowledges its obligations to repurchase Administrative Secured Notes from the Issuer pursuant to Section 3.04 of the Pooling and Administration Agreement. ARTICLE III THE SELLER Section 3.01 Representations of Seller. The Seller makes the following representations on which the Issuer is relying in acquiring the Second Step Purchased Property and issuing the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates. The following representations speak as of the Series 2007-SN1 Closing Date, but such representations shall survive the sale, transfer and assignment of the Second Step Purchased Property to the Issuer. (a) Representations and Warranties as to the Seller. (i) Organization and Good Standing. The Seller has been duly organized and is validly existing as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the Second Step Purchased Property; (ii) Due Qualification. The Seller is duly qualified to do business as a foreign entity in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualification; (iii) Power and Authority. The Seller has the power and authority to execute and deliver the CARAT Basic Documents to which it is a party and to carry out their terms, the Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer as part of the Trust and has duly authorized such sale and assignment to the Issuer by all necessary corporate or limited liability company action; and the execution, delivery and performance of the CARAT Basic Documents to which it is a party have been duly authorized by the Seller by all necessary corporate or limited liability company action; (iv) Valid Sale; Binding Obligations. This Agreement and the Second Step Secured Notes Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Second Step Purchased Property, enforceable against creditors of and purchasers from the Seller; and the CARAT Basic Documents to which the Seller is a party, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Seller enforceable in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law; (v) No Violation; Consents. The consummation of the transactions contemplated by the CARAT Basic Documents to which the Seller is a party and the fulfillment of the terms of the CARAT Basic Documents to which the Seller is a party shall not conflict with, result in any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Seller (or its certificate of formation, limited liability company agreement or similar governing document), or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien (other than tax liens and any other Liens that attach by operation of law) upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, other than this Agreement and the Second Step Secured Notes Assignment, or violate any law or, to the best of the Seller's knowledge any order, rule or regulation applicable to the Seller of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties; and (vi) No Proceedings. There are no Proceedings pending or, to the Seller's knowledge, threatened before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties (i) asserting the invalidity of any CARAT Basic Document (ii) seeking to prevent the issuance of the CARAT 2007-SN1 Notes or the CARAT 2007-SN1 Certificates or the consummation of any of the transactions contemplated by any CARAT Basic Document (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, any CARAT Basic Document or (iv) seeking to adversely affect the federal income tax attributes of the CARAT 2007-SN1 Notes or the CARAT 2007-SN1 Certificates. (b) Representations and Warranties as to the COLT 2007-SN1 Secured Notes. (i) Good Title. No COLT 2007-SN1 Secured Note has been sold, transferred, assigned or pledged by the Seller to any Person other than the Issuer; immediately prior to the conveyance of the COLT 2007-SN1 Secured Notes pursuant to this Agreement and the related Second Step Secured Notes Assignment, the Seller had good and marketable title thereto, free of any Lien (other than tax liens and any other Liens that attach by operation of law); and, upon execution and delivery of this Agreement and the related Second Step Secured Notes Assignment by the Seller, the Issuer shall have all of the right, title and interest of the Seller in, to and under the COLT 2007-SN1 Secured Notes, and the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien (other than tax liens and any other Liens that attach by operation of law). (ii) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Issuer a first priority perfected ownership interest in the Second Step Purchased Property shall have been made. (iii) Creation, Perfection and Priority of Security Interests. The Perfection Representations, which are attached to this Agreement as Appendix C, are true and correct to the extent they are applicable. Section 3.02 Liability of Seller. The Seller shall be liable in accordance with this Agreement and the Second Step Secured Notes Assignment only to the extent of the obligations in this Agreement and the Second Step Secured Notes Assignment specifically undertaken by the Seller. Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of Seller; Amendment of Certificate of Incorporation. (a) Any corporation, limited liability company or other entity (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Seller shall be a party, or (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by General Motors or GMAC, which corporation or entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement and the other CARAT Basic Documents, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Seller shall provide 10 days prior notice of any merger, consolidation or succession pursuant to this Section 3.03 to the Rating Agencies (if any Rated Notes are outstanding), the Servicer, the CARAT Indenture Trustee and the CARAT Owner Trustee. (b) The Seller hereby agrees that during the term of this Agreement it shall not (i) take any action prohibited by Article Fourth of its certificate of incorporation (or any comparable provision in its certificate of formation, limited liability company agreement or similar governing document), (ii) without the prior written consent of the CARAT Indenture Trustee and the CARAT Owner Trustee and without giving prior written notice to the Rating Agencies, amend Article Third or Fourth of its certificate of incorporation (or any comparable provision in its certificate of formation, limited liability company agreement or similar governing document), or (iii) incur any indebtedness, issue any other debt, or assume or guaranty indebtedness of any other entity, other than pursuant to the Intercompany Note and the Intercompany Advance Agreement (without giving effect to any amendment to the Intercompany Note or the Intercompany Advance Agreement after the date hereof, unless the Rating Agency Condition was satisfied in connection therewith), if such action would result in a downgrading of the then current rating of any class of the Rated Notes. Section 3.04 Limitation on Liability of Seller and Others. The Seller and any director or officer or employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement and the Second Step Secured Notes Assignment. The Seller and any director or officer or employee or agent of the Seller shall be reimbursed by the CARAT Indenture Trustee or CARAT Owner Trustee, as applicable, for any contractual damages, liability or expense incurred by reason of such trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of its duties under this Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture or the Trust Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture or the Trust Agreement. In no event, however, shall the CARAT Indenture Trustee or the CARAT Owner Trustee be liable to the Seller for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Seller of the COLT 2007-SN1 Secured Notes and other Second Step Purchased Property under this Agreement and the Second Step Secured Notes Assignment and that in its opinion may involve it in any expense or liability. Section 3.05 Seller May Own CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates. Each of the Seller and any Person controlling, controlled by or under common control with the Seller may in its individual or any other capacity become the owner or pledgee of CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as otherwise specifically provided herein. Except as otherwise provided herein, CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates so owned by or pledged to the Seller or such controlling or commonly controlled Person shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of such CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates, respectively. ARTICLE IV TRUST ADMINISTRATOR'S COVENANTS; DISTRIBUTIONS; STATEMENTS TO CARAT 2007-SN1 NOTEHOLDERS AND CARAT 2007-SN1 CERTIFICATEHOLDERS Section 4.01 Annual Statement as to Compliance; Notice of Trust Administrator Default. (a) The Trust Administrator shall deliver to the CARAT Indenture Trustee and the CARAT Owner Trustee on or before March 15 of each year, beginning March 15, 2008, an officer's certificate signed by the President or any Vice President of the Trust Administrator, dated as of December 31 of the immediately preceding year, in each instance stating that (i) a review of the activities of the Trust Administrator during the preceding 12-month period (or, with respect to the first such certificate, such period as shall have elapsed from the Closing Date to the date of such certificate) and of its performance under this Agreement and under the Pooling and Administration Agreement has been made under such officer's supervision, and (ii) to such officer's knowledge, based on such review, the Trust Administrator has fulfilled in all material respects all its obligations under such agreements throughout such period, or, if there has been a default in any material respect in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof, and attaching a copy of the Trust Administrator's assertion with respect to compliance in all material respects with the Minimum Servicing Standards throughout such period. A copy of such certificate, to the extent delivered to the CARAT Indenture Trustee or the CARAT Owner Trustee, may be obtained by any CARAT 2007-SN1 Noteholder or CARAT 2007-SN1 Certificateholder by a request in writing to the CARAT Indenture Trustee or the CARAT Owner Trustee, respectively, addressed to the applicable Corporate Trust Office. (b) On or before March 15 of each year, beginning on March 15, 2008, the Trust Administrator shall deliver to COLT and the Issuer a report of the Trust Administrator's assessment of its compliance within the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. (c) The Trust Administrator shall deliver to the CARAT Indenture Trustee, the CARAT Owner Trustee and to the Rating Agencies promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an officer's certificate of any event which with the giving of notice or lapse of time, or both, would become a Trust Administrator Default under Section 7.01. The Seller shall deliver to the CARAT Indenture Trustee, the CARAT Owner Trustee, the Trust Administrator and the Rating Agencies promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, written notice in an officer's certificate of any event which, with the giving of notice or lapse of time, or both, would become a Trust Administrator Default under Section 7.01(b). (d) The Trust Administrator shall prepare, execute and deliver, or shall cause the Servicer to execute and deliver, all certificates or other documents required to be delivered by the Issuer pursuant to the Sarbanes Oxley Act of 2002 or the rules and regulations promulgated pursuant thereto. Section 4.02 Annual Report of Assessment of Compliance with Servicing Criteria. (a) The Trust Administrator shall cause a firm of independent certified public accountants, who may also render other services to the Trust Administrator or its Affiliates, to deliver to COLT, the Issuer, the CARAT Indenture Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee and the COLT Owner Trustee on or before March 15 of each year, beginning March 15, 2008, a report (the "Report of Assessment of Compliance with Servicing Criteria") delivered to the Board of Directors of the Servicer and to the CARAT Indenture Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee and the COLT Owner Trustee that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, with respect to the related assessment of compliance delivered pursuant to Section 4.01(b) above. The certificates and reports referred to in Section 4.01(a), Section 4.01(b) and this Section 4.02(a) shall be delivered within 120 days after the end of each calendar year if the Issuer is not required to file periodic reports under the Exchange Act or any other law, beginning April 30, 2009. (b) A copy of the Report of Assessment of Compliance with Servicing Criteria received pursuant to Section 4.02(a) shall be delivered by the Trust Administrator to the Rating Agencies, the CARAT Indenture Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee and the COLT Owner Trustee on or before March 15 of each year, beginning March 15, 2008. (c) A copy of the Report of Assessment of Compliance with Servicing Criteria, to the extent delivered to the CARAT Indenture Trustee or the CARAT Owner Trustee, may be obtained by any CARAT 2007-SN1 Noteholder or CARAT 2007-SN1 Certificateholder by a request in writing to the CARAT Indenture Trustee or the CARAT Owner Trustee, respectively, addressed to the applicable Corporate Trust Office. Section 4.03 Access to Certain Documentation and Information Regarding the COLT 2007-SN1 Secured Notes. The Trust Administrator shall provide to the CARAT Indenture Trustee and the CARAT Owner Trustee reasonable access to the documentation regarding the COLT 2007-SN1 Secured Notes. The Trust Administrator shall provide such access to any CARAT 2007-SN1 Noteholder or CARAT 2007-SN1 Certificateholder only in such cases where a CARAT 2007-SN1 Noteholder or a CARAT 2007-SN1 Certificateholder is required by applicable statutes or regulations to review such documentation. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at offices of the Trust Administrator designated by the Trust Administrator. Nothing in this Section 4.03 shall derogate from the obligation of the Trust Administrator to observe any applicable law prohibiting disclosure of information regarding Lessees, and the failure of the Trust Administrator to provide access as provided in this Section 4.03. Section 4.04 Assignment of Administrative Secured Notes and Warranty Secured Notes. Upon receipt of the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Secured Note or a Warranty Secured Note, respectively, each of the CARAT Indenture Trustee and the CARAT Owner Trustee shall assign, without recourse, representation or warranty, to the Trust Administrator or the Warranty Purchaser, as applicable, all of such Person's right, title and interest in, to and under such Administrative Secured Note or Warranty Secured Note, the collateral therefor and the related rights assigned thereunder. The Trust Administrator or the Warranty Purchaser, as applicable, shall thereupon own such COLT 2007-SN1 Secured Note, and all such security and documents, free of any further obligations to the CARAT Indenture Trustee, the CARAT Owner Trustee, the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders with respect thereto. If in any Proceeding it is held that the Trust Administrator may not enforce a COLT 2007-SN1 Secured Note on the ground that it is not a real party in interest or a Holder entitled to enforce the COLT 2007-SN1 Secured Note, the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, shall, at the Trust Administrator's expense, take such steps as the Trust Administrator deems necessary to enforce the COLT 2007-SN1 Secured Note, including bringing suit in the name of such Person or the names of the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders. Section 4.05 Distributions. (a) On or before each Determination Date, the Trust Administrator shall calculate the Total Available Amount, the Basic Servicing Fee, the Administration Fee, the Aggregate Noteholders' Interest Distributable Amount (including the Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount, the Aggregate Class C Interest Distributable Amount and the Aggregate Class D Interest Distributable Amount), the First Priority Principal Distributable Amount, the Second Priority Principal Distributable Amount, the Third Priority Principal Distributable Amount, the Noteholders' Regular Principal Distributable Amount, the net amount, if any, payable by the Trust under any Interest Rate Swaps, the amount, if any, of any payments due in respect of an Early Termination Date payable by the Trust under any Interest Rate Swap and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the CARAT Collection Account and the Note Distribution Account and all amounts to be paid to the Reserve Account and to the CARAT 2007-SN1 Certificateholders on or before the related Distribution Date. (b) Except as otherwise provided in Section 4.05(c), on each Distribution Date, the CARAT Indenture Trustee (based solely on the information contained in the Trust Administrator's Accounting delivered on the related Determination Date pursuant to Section 3.06 of the Pooling and Administration Agreement) shall make the following distributions from the CARAT Collection Account in the following order of priority: (i) first, to the Trust Administrator, to the extent of the Total Available Amount, the Administration Fee for such Distribution Date and any unpaid Administration Fee from any preceding Distribution Date; (ii) second, to the Swap Counterparty, to the extent of the Total Available Amount, as such amount has been reduced by the distribution described in clause (i) above, the net amount, if any, due under all Interest Rate Swaps (exclusive of payments due in respect of an Early Termination Date of any Interest Rate Swaps); (iii) third, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) and (ii) above, (a) to the Note Distribution Account in respect of the Aggregate Class A Interest Distributable Amount, and (b) to the Swap Counterparty, any Senior Swap Termination Payments due to the Swap Counterparty in connection with an Early Termination Date of the type described in the definition of "Senior Swap Termination Payments", allocated between the Note Distribution Account and the Swap Counterparty in proportion of the amounts owing to the Swap Counterparty in connection with such Early Termination Date and in respect of the Aggregate Class A Interest Distributable Amount; (iv) fourth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (iii) above, to the Note Distribution Account for the payment of principal on the CARAT 2007-SN1 Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the First Priority Principal Distributable Amount; (v) fifth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (iv) above, to the Note Distribution Account in respect of the Aggregate Class B Interest Distributable Amount; (vi) sixth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (v) above, to the Note Distribution Account for the payment of principal on the CARAT 2007-SN1 Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Second Priority Principal Distributable Amount; (vii) seventh, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (vi) above, to the Note Distribution Account in respect of the Aggregate Class C Interest Distributable Amount; (viii) eighth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (vii) above, to the Note Distribution Account for the payment of principal on the CARAT 2007-SN1 Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Third Priority Distributable Amount; (ix) ninth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (viii) above, to the Note Distribution Account in respect of the Aggregate Class D Interest Distributable Amount; (x) tenth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (ix) above, to the Note Distribution Account for the payment of principal on the CARAT 2007-SN1 Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Noteholders' Regular Principal Distributable Amount and amounts deposited in the Note Distribution Account pursuant to clause (xiii) below on all prior Distribution Dates; (xi) eleventh, if the Aggregate Note Principal Balance of the CARAT 2007-SN1 Notes (after giving effect to payments of principal from the Note Distribution Account as contemplated by the foregoing clauses (i) through (x)) is an amount equal to or less than the Reserve Account Available Amount, then to the Note Distribution Account for payment to the CARAT 2007-SN1 Noteholders, an amount equal to the Aggregate Note Principal Balance of the CARAT 2007-SN1 Notes (the amount of such Aggregate Note Principal Balance of the CARAT 2007-SN1 Notes being the Mandatory Prepayment Amount); (xii) twelfth, to the Reserve Account, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (xi) above, the amount required to bring the amount on deposit therein up to the Reserve Account Required Amount; (xiii) thirteenth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (xii) above, to the Note Distribution Account for the payment of principal on the CARAT 2007-SN1 Notes in the priority specified in Section 8.2(c) of the CARAT Indenture, the Noteholders' Additional Principal Distributable Amount; (xiv) fourteenth, to the extent of the Total Available Amount, as such amount has been reduced by the distributions described in clauses (i) through (xiii) above, to the Swap Counterparty, any Subordinate Swap Termination Payments; and (xv) fifteenth, to the CARAT 2007-SN1 Certificateholders (if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the CARAT 2007-SN1 Certificateholders), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (xiv) above. (c) Notwithstanding the foregoing, at any time that the CARAT 2007-SN1 Notes have not been paid in full and the principal balance of the CARAT 2007-SN1 Notes has been declared immediately due and payable following the occurrence of a CARAT Event of Default under the CARAT Indenture, then until such time as the CARAT 2007-SN1 Notes have been paid in full and the CARAT Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the CARAT Indenture, distributions from the CARAT Collection Account shall be made in the priority set forth in Section 8.01(b) and the order in which payments to CARAT 2007-SN1 Noteholders shall be made or amounts shall be deposited into the Note Distribution Account shall be as specified in Section 2.7(c) of the CARAT Indenture. Section 4.06 Net Deposits. At any time that GMAC shall be the Trust Administrator, the Trust Administrator, the Seller, the CARAT Indenture Trustee and the CARAT Owner Trustee may make any remittances pursuant to this Article IV net of amounts to be distributed by the applicable recipient to such remitting party. Nonetheless, each such party shall account for all of the above described remittances and distributions as if the amounts were deposited and/or transferred separately. Section 4.07 Statements to Securityholders. (a) On each Distribution Date, the CARAT Owner Trustee shall (except as otherwise provided in the Trust Agreement) deliver to each CARAT 2007-SN1 Certificateholder, and the CARAT Indenture Trustee shall make available to each CARAT 2007-SN1 Noteholder, a statement (which statement shall also be made available to the Rating Agencies) prepared by the Trust Administrator and provided to the CARAT Indenture Trustee in an electronic format acceptable for the CARAT Indenture Trustee, based on information in the Trust Administrator's Accounting furnished pursuant to Section 3.06 of the Pooling and Administration Agreement. Each such statement to be made available to CARAT 2007-SN1 Certificateholders and CARAT 2007-SN1 Noteholders, respectively, shall set forth the following information, based solely upon the information provided to it by the Trust Administrator in the Trust Administrator's Accounting, concerning the CARAT 2007-SN1 Certificates or the CARAT 2007-SN1 Notes, as appropriate, with respect to such Distribution Date or the preceding Monthly Period: (i) Determination Dates and Distribution Dates used to calculate distributions on the CARAT 2007-SN1 Notes and any CARAT 2007-SN1 Certificates; (ii) the amount of such distribution allocable to principal of each class of the CARAT 2007-SN1 Notes and the amount of any distribution to the CARAT 2007-SN1 Certificates; (iii) the amount of the distribution, if any, allocable to any interest on or with respect to each class of the CARAT 2007-SN1 Notes; (iv) the net amount, if any, of any payments due by the Issuer or to be received by the Issuer under any Interest Rate Swap; (v) the net amount, if any, of any payments due by the Issuer or to be received by the Issuer in respect of an Early Termination Date payable under any Interest Rate Swap; (vi) the Note Principal Balance for each class of CARAT 2007-SN1 Notes, the Aggregate Note Principal Balance and the Note Pool Factor for each class of CARAT 2007-SN1 Notes, each as of such Distribution Date after giving effect to all payments described under clauses (ii) and (iii) above; (vii) the First Priority Principal Distributable Amount, the Second Priority Principal Distributable Amount, the Third Priority Principal Distributable Amount and the Noteholders' Regular Principal Distributable Amount for such Distribution Date; (viii) the amount of the Class A Notes Interest Carryover Shortfall, the Class B Notes Interest Carryover Shortfall, the Class C Notes Interest Carryover Shortfall, and the Class D Notes Interest Carryover Shortfall, if any, and the change in each of such amounts from the preceding Distribution Date; (ix) the amount of the Administration Fee paid to the Trust Administrator and the amount of the Basic Servicing Fee (each as defined in Exhibit A in the COLT Servicing Agreement) paid to the Servicer with respect to the related Monthly Period; (x) LIBOR for such Distribution Date and the corresponding interest rate on each class of Floating Rate Notes and Fixed Rate Notes and the CARAT 2007-SN1 Certificates, if any, for such Distribution Date; (xi) the COLT 2007-SN1 Secured Note Rate (as defined in Exhibit A to the COLT Servicing Agreement); (xii) the aggregate amount in the Payment Ahead Servicing Account (as defined in Exhibit A to the COLT Servicing Agreement) and the change in that amount during the related Monthly Period; (xiii) the amount on deposit in the Reserve Account, if any, on such Distribution Date, after giving effect to any withdrawals or deposits on such date, and the Reserve Account Required Amount on such date; (xiv) the amount, if any, distributed to the CARAT 2007-SN1 Noteholders, the CARAT 2007-SN1 Certificateholders and the Seller from the Reserve Account; (xv) the aggregate amounts of Monthly Payment Advances and of Residual Advances made by the Servicer under the COLT Servicing Agreement with respect to the related Monthly Period; (xvi) the amount of any Pull Ahead Payments made by GMAC, in its capacity as agent for General Motors, under the COLT Pull Ahead Funding Agreement and the number of Series 2007-SN1 Lease Assets that became Pull Ahead Lease Assets during the related Monthly Period; and (xvii) the amount of Aggregate Residual Losses or credit losses on the Series 2007-SN1 Lease Assets during the related Monthly Period and the aggregate amount of residual or credit losses on the Series 2007-SN1 Lease Assets since the Cutoff Date; (xviii) the number and Aggregate ABS Value of Series 2007-SN1 Lease Assets at the beginning and end of the applicable Monthly Period, and updated pool composition information as of the end of the Monthly Period, such as weighted average life, weighted average remaining term, prepayment rates, cumulative net losses or gains on returned vehicles sold by GMAC and number of leases terminated; (xix) delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts; (xx) the aggregate Warranty Payments (as defined in Exhibit A to the COLT Servicing Agreement); and (xxi) the aggregate Administrative Purchase Payments (as defined in Exhibit A to the COLT Servicing Agreement). Each amount set forth pursuant to clauses (ii), (iii), (viii), (xiii) and (xiv) above shall be expressed as a dollar amount per $1,000 of initial principal amount of the CARAT 2007-SN1 Notes. On each Distribution Date, the CARAT Indenture Trustee shall make available to each CARAT 2007-SN1 Noteholder a copy of the Servicer's Certificate as delivered to the CARAT Indenture Trustee by the Servicer pursuant to Section 2.15 of the COLT Servicing Agreement. (b) Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of this Agreement, the CARAT Indenture Trustee and the CARAT Owner Trustee shall mail, to each Person who at any time during such calendar year shall have been a Holder of CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates, respectively, and received any payments thereon, a statement containing such information as may be required by the Code and applicable Treasury Regulations to enable such Securityholder to prepare its federal income tax returns. Section 4.08 Additional Duties of the Trust Administrator. (a) The Trust Administrator agrees to perform all its duties as Trust Administrator and the duties of the Issuer under the CARAT Indenture, the Swap Counterparty Rights Agreement, and the Note Depository Agreement. In addition, the Trust Administrator shall consult with the CARAT Owner Trustee regarding the duties of the Issuer under the CARAT Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Trust Administrator shall monitor the performance of the Issuer and shall advise the CARAT Owner Trustee when action is necessary to comply with the Issuer's duties under the CARAT Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Trust Administrator shall prepare for execution by the Issuer or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the CARAT Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Trust Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the CARAT Indenture and the Swap Counterparty Rights Agreement, including such of the foregoing as are required with respect to the following matters under the CARAT Indenture (references are to sections of the CARAT Indenture and the Swap Counterparty Rights Agreement, as applicable): (i) the preparation of or obtaining of the documents and instruments required for authentication of the CARAT 2007-SN1 Notes and delivery of such documents or instruments to the CARAT Indenture Trustee (Section 2.2 of the CARAT Indenture); (ii) the duty to cause the Note Register to be kept and to give the CARAT Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the CARAT Indenture); (iii) the notification of the CARAT 2007-SN1 Noteholders of the final principal payment on their CARAT 2007-SN1 Notes (Section 2.7(d) of the CARAT Indenture); (iv) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the CARAT Indenture); (v) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the CARAT Indenture); (vi) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of the CARAT 2007-SN1 Notes (Section 3.2 of the CARAT Indenture); (vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the CARAT Indenture Trustee the instrument specified in the CARAT Indenture regarding funds held in trust (Section 3.3(c) of the CARAT Indenture); (viii) the direction to the CARAT Indenture Trustee to deposit monies with Paying Agents, if any, other than the CARAT Indenture Trustee (Section 3.3 of the CARAT Indenture); (ix) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the CARAT Indenture, the CARAT 2007-SN1 Notes, the Collateral and each other instrument and agreement included in the CARAT Trust Estate (Section 3.4 of the CARAT Indenture); (x) the preparation and filing of all supplements, amendments, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.5 of the CARAT Indenture, necessary to protect the CARAT Trust Estate (Section 3.5 of the CARAT Indenture); (xi) the delivery of the Opinion of Counsel on the Series 2007-SN1 Closing Date, in accordance with Section 3.6(a) of the CARAT Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2008 regarding maintenance of Liens in accordance with Section 3.6(b) of the CARAT Indenture, each of which relates to the CARAT Trust Estate, and the annual delivery of the Officers' Certificate and certain other statements, in accordance with Section 3.9 of the CARAT Indenture, as to compliance with the CARAT Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the CARAT Indenture); (xii) the identification to the CARAT Indenture Trustee in an Officers' Certificate of a Person with whom the Issuer has contracted to perform its duties under the CARAT Indenture (Section 3.7(b) of the CARAT Indenture); (xiii) the notification of the CARAT Indenture Trustee and the Rating Agencies of a Trust Administrator Default pursuant to the Trust Sale and Administration Agreement or the Pooling and Administration Agreement and the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the CARAT Indenture); (xiv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the CARAT Indenture (Sections 3.10 and 3.11 of the CARAT Indenture); (xv) the delivery of notice to the CARAT Indenture Trustee and the Rating Agencies of each CARAT Event of Default under the CARAT Indenture, each Trust Administrator Default, each default by the Seller under the Trust Sale and Administration Agreement and each default by GMAC under the Pooling and Administration Agreement (Section 3.18 of the CARAT Indenture); (xvi) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the CARAT Indenture and the preparation and delivery of an Officers' Certificate and the obtaining of the Opinion of Counsel and an Independent Certificate relating thereto (Section 4.1 of the CARAT Indenture); (xvii) the compliance with any written directive of the CARAT Indenture Trustee with respect to the sale of the CARAT Trust Estate in a commercially reasonable manner if an CARAT Event of Default shall have occurred and be continuing (Section 5.4 of the CARAT Indenture); (xviii) the preparation and delivery of notice to the Issuer and the Swap Counterparty of the resignation or removal of the CARAT Indenture Trustee and the appointment of a successor CARAT Indenture Trustee (Section 6.8 of the CARAT Indenture); (xix) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10 of the CARAT Indenture); (xx) the furnishing of the CARAT Indenture Trustee with the names and addresses of CARAT 2007-SN1 Noteholders during any period when the CARAT Indenture Trustee is not the Note Registrar (Section 7.1 of the CARAT Indenture); (xxi) the preparation, the execution on behalf of the Issuer and the filing with the Securities and Exchange Commission, any applicable state agencies and the CARAT Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Securities and Exchange Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.3 of the CARAT Indenture); (xxii) the opening of one or more accounts in the Trust's name, the preparation of Issuer Orders and all other actions necessary with respect to investment and reinvestment of funds in the Designated Accounts (Sections 8.2 and 8.3 of the CARAT Indenture); (xxiii) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel, for the release of the CARAT Trust Estate as defined in the CARAT Indenture (Sections 8.4 and 8.5 of the CARAT Indenture); (xxiv) the preparation of Issuer Orders and the obtaining of Officers Certificates with respect to the execution of supplemental indentures and the mailing to the CARAT 2007-SN1 Noteholders and the Rating Agencies of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the CARAT Indenture); (xxv) the execution and delivery of new CARAT 2007-SN1 Notes conforming to any supplemental indenture (Section 9.6 of the CARAT Indenture); (xxvi) the notification of the CARAT 2007-SN1 Noteholders and the Rating Agencies of redemption of the CARAT 2007-SN1 Notes or the duty to cause the CARAT Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the CARAT Indenture); (xxvii) the preparation of all Officer's Certificates and Opinions of Counsel with respect to any requests by the Issuer to the CARAT Indenture Trustee to take any action under the CARAT Indenture and delivery thereof to the CARAT Indenture Trustee (Section 11.1(a) of the CARAT Indenture); (xxviii) the preparation and delivery of Officers' Certificates for the release of property from the Lien of the CARAT Indenture (Section 11.1(b) of the CARAT Indenture); (xxix) the notification of the Rating Agencies upon the failure of the CARAT Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 of the CARAT Indenture (Section 11.4 of the CARAT Indenture); (xxx) the preparation and delivery to the CARAT 2007-SN1 Noteholders, the CARAT Indenture Trustee or any Paying Agent of any agreements with any Holder of a CARAT 2007-SN1 Note with respect to alternate payment and notice provisions (Section 11.6 of the CARAT Indenture); (xxxi) the recording of the CARAT Indenture, if applicable (Section 11.14 of the CARAT Indenture); (xxxii) the delivery to the CARAT Indenture Trustee of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any consolidation or merger of the Issuer and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty Rights Agreement; (xxxiii) the delivery to the CARAT Indenture Trustee of an Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuer and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(c) of the Swap Counterparty Rights Agreement; (xxxiv) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the CARAT Indenture in respect of the occurrence of a Trust Administrator Default under the Trust Sale and Administration Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement); (xxxv) the delivery of prompt written notice to the Swap Counterparty of each CARAT Event of Default under the CARAT Indenture, each Trust Administrator Default, each default on the part of the Seller of its obligations under the Trust Sale and Administration Agreement and each default on the part of GMAC of its obligations under the Pooling and Administration Agreement (Section 4.02(d) of the Swap Counterparty Rights Agreement); (xxxvi) the delivery to the Swap Counterparty, within five Business Days after learning of the occurrence thereof, of a copy of the written notice in the form of an Officer's Certificate delivered to the CARAT Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an CARAT Event of Default under Section 5.1(d) of the CARAT Indenture, its status and what action the Issuer is taking or proposes to take with respect thereto (Section 4.02(f) of the Swap Counterparty Rights Agreement); (xxxvii) the prompt transmittal to the Swap Counterparty of any notice received by the Issuer from the CARAT 2007-SN1 Noteholders to the Swap Counterparty (Section 4.18 of the Swap Counterparty Rights Agreement); (xxxviii) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuer pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the CARAT Indenture; (xxxix) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the CARAT Indenture and Section 4.19(b) of the Swap Counterparty Rights Agreement; and (b) Additional Duties. (i) In addition to the duties of the Trust Administrator set forth above, the Trust Administrator shall pay costs associated with the appointment of a successor CARAT Indenture Trustee under the CARAT Indenture and the appointment of a successor CARAT Owner Trustee under the Trust Agreement, in each case from amounts in the CARAT Trust Estate, perform all the duties of the Issuer under the CARAT Basic Documents, including making all calculations and shall prepare for execution by the Issuer or the CARAT Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuer or the CARAT Owner Trustee to prepare, file or deliver pursuant to the CARAT Basic Documents, and at the request of the CARAT Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the CARAT Owner Trustee to take pursuant to the CARAT Basic Documents. Subject to Section 9.15 of this Agreement, and in accordance with the directions of the CARAT Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the CARAT Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the CARAT Owner Trustee and are reasonably within the capability of the Trust Administrator. (ii) Notwithstanding anything in this Agreement or the CARAT Basic Documents to the contrary, the Trust Administrator shall be responsible for promptly notifying the CARAT Owner Trustee if any withholding tax is imposed on the Trust's payments to a CARAT 2007-SN1 Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the CARAT Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the CARAT Basic Documents to the contrary, the Trust Administrator shall be responsible for performance of the duties of the CARAT Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to the CARAT 2007-SN1 Certificateholders; provided, however, that if the CARAT Owner Trustee is notified by the Trust Administrator that the Issuer is deemed to be taxable as a partnership for federal income tax purposes, the CARAT Owner Trustee shall retain responsibility for the distribution to the CARAT 2007-SN1 Certificateholders of the Schedule K-1s necessary to enable each CARAT 2007-SN1 Certificateholder to prepare its federal and State income tax returns. (iv) The Trust Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Trust Administrator, a firm of independent public accountants acceptable to the CARAT Owner Trustee which shall perform the obligations of the Trust Administrator thereunder. (v) The Trust Administrator shall perform the duties of the Trust Administrator specified in Section 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the CARAT Owner Trustee, and any other duties expressly required to be performed by the Trust Administrator under the Trust Agreement. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Trust Administrator may enter into transactions with or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Trust Administrator's opinion, no less favorable to the Issuer than would be available from Persons that are not Affiliates of the Trust Administrator. (c) Non-Ministerial Matters. (i) With respect to matters described under this Section 4.08 that in the reasonable judgment of the Trust Administrator are non-ministerial, the Trust Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Trust Administrator shall have notified the CARAT Owner Trustee in writing of the proposed action and the CARAT Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include: (A) the amendment, change, or modification of or any supplement to the CARAT Indenture or the other CARAT Basic Documents; (B) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer; (C) the appointment of successor Note Registrars, successor Paying Agents and successor CARAT Indenture Trustees pursuant to the CARAT Indenture, or the appointment of successor Trust Administrators, or the consent to the assignment by the Note Registrar, Paying Agent or CARAT Indenture Trustee of its obligations under the CARAT Indenture; and (D) the removal of the CARAT Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Trust Administrator shall not be obligated to, and shall not, (x) make any payments to the CARAT 2007-SN1 Noteholders under the CARAT Basic Documents, (y) sell the CARAT Trust Estate pursuant to Section 5.4 of the CARAT Indenture or (z) take any other action that the Issuer directs the Trust Administrator not to take on its behalf. (d) The Trust Administrator shall comply with Section 5.4 of the Trust Agreement, including maintaining appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer and the Seller at any time during normal business hours. ARTICLE V NOTEHOLDER ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS Section 5.01 Establishment of Accounts. (a) (i) The Trust Administrator, for the benefit of the Financial Parties, shall establish and maintain in the name of the CARAT Indenture Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2007-SN1 Collection Account (the "CARAT Collection Account"), bearing an additional designation clearly indicating that the funds deposited therein are held in a segregated account for the benefit of the Financial Parties. (ii) The Trust Administrator, for the benefit of the CARAT 2007-SN1 Noteholders, shall establish and maintain in the name of the CARAT Indenture Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2007-SN1 Note Distribution Account (the "Note Distribution Account"), bearing an additional designation clearly indicating that the funds deposited therein are held in a segregated account for the benefit of the CARAT 2007-SN1 Noteholders. (b) (i) Each of the Designated Accounts shall be initially established with the CARAT Indenture Trustee, who shall be the initial Account Holder. At any time after the Series 2007-SN1 Closing Date, the Trust Administrator, upon 30 days prior written notice to the Account Holder, shall have the right to, and if any Account Holder ceases to be an Eligible Institution the Trust Administrator shall, instruct an Account Holder to transfer any or all of the Designated Accounts to another Eligible Institution designated by the Trust Administrator in such notice. No Designated Account shall be maintained with an Account Holder if the short-term unsecured debt obligations of such Account Holder cease to have the Required Deposit Rating (except that any Designated Account may be maintained with an Account Holder even if the short-term unsecured debt obligations of such Account Holder do not have the Required Deposit Rating, if such Account Holder maintains such Designated Account as a segregated account in its corporate trust department). Should an Account Holder no longer satisfy the requirements in the preceding sentence with respect to any Designated Account, then the Trust Administrator shall, within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency shall consent), with the Account Holder's assistance as necessary, cause each affected Designated Account (A) to be moved to an Account Holder that is an Eligible Institution with the Required Deposit Rating or (B) to be moved to a segregated account in the corporate trust department of the Account Holder. All amounts held in such accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, at the written direction of the Trust Administrator, by such Account Holder in Eligible Investments. Such written direction shall constitute certification by the Trust Administrator that any such investment is authorized by this Section 5.01. In the absence of such prior written instruction from the Trust Administrator to such Account Holder, the Account Holder shall invest any uninvested funds in "BNY - Hamilton MMF Instit #746." Investments in Eligible Investments shall be made in the name of the CARAT Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Trust Administrator. Each Account Holder holding a Designated Account as provided in this Section 5.01(b)(i), shall be a "Securities Intermediary." If a Securities Intermediary shall be a Person other than the CARAT Indenture Trustee, the Trust Administrator shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 5.01 and an Opinion of Counsel that such Person can perform such obligations. (ii) With respect to the Designated Account Property, the Account Holder agrees, by its acceptance hereof, that: (A) Any Designated Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts. The Designated Accounts are accounts to which Financial Assets will be credited. (B) All securities or other property underlying any Financial Assets credited to the Designated Accounts shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any of the Designated Accounts be registered in the name of the Issuer, the Trust Administrator or the Seller, payable to the order of the Issuer, the Trust Administrator or the Seller or specially indorsed to the Issuer, the Trust Administrator or the Seller except to the extent the foregoing have been specially indorsed to the Securities Intermediary or in blank. (C) All property delivered to the Securities Intermediary pursuant to this Agreement will be credited upon receipt of such property to the appropriate Designated Account. (D) Each item of property (whether investments, investment property, Financial Asset, security, instrument or cash) credited to a Designated Account shall be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the New York UCC. (E) If at any time the Securities Intermediary shall receive any order from the CARAT Indenture Trustee directing transfer or redemption of any Financial Asset relating to the Designated Accounts, the Securities Intermediary shall comply with such order without further consent by the Trust, the Trust Administrator, the Seller or any other Person. (F) The Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision in any other agreement. For purposes of the UCC, New York shall be deemed to be the Securities Intermediary's jurisdiction and the Designated Accounts (as well as the Security Entitlements related thereto) shall be governed by the laws of the State of New York. (G) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to the Designated Accounts and/or any Financial Assets or other property credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with the Issuer, the Seller, the Trust Administrator, the Account Holder or the CARAT Indenture Trustee purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 5.01(b)(ii)(E) hereof. (H) Except for the claims and interest of the CARAT Indenture Trustee in the Designated Accounts, the Securities Intermediary has no knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Designated Accounts or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the CARAT Indenture Trustee, the Trust Administrator and the Issuer thereof. (I) The Securities Intermediary will promptly send copies of all statements, confirmations and other correspondence concerning the Designated Accounts and/or any Designated Account Property simultaneously to each of the Trust Administrator and the CARAT Indenture Trustee, at the addresses set forth in Appendix B to this Agreement. (J) The Account Holder shall maintain each item of Designated Account Property in the particular Designated Account to which such item originated and shall not commingle items from different Designated Accounts. (iii) The Trust Administrator shall have the power, revocable by the CARAT Indenture Trustee (or by the CARAT Owner Trustee with the consent of the CARAT Indenture Trustee), to instruct the CARAT Indenture Trustee to make withdrawals and payments from the Designated Accounts for the purpose of permitting the Trust Administrator or the CARAT Owner Trustee to carry out its respective duties hereunder or permitting the CARAT Indenture Trustee to carry out its duties under the CARAT Indenture. (iv) The CARAT Indenture Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Designated Accounts and in all proceeds thereof (except Investment Earnings). Except as otherwise provided herein or in the CARAT Indenture, the Designated Accounts shall be under the exclusive dominion and control of the CARAT Indenture Trustee for the benefit of the Securityholders and the CARAT Indenture Trustee shall have sole signature power and authority with respect thereto. (v) The Trust Administrator shall not direct the Account Holder to make any investment of any funds or to sell any investment held in any of the Designated Accounts unless the security interest granted and perfected in such account shall continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Account Holder to make any such investment or sale, if requested by the Account Holder, the Trust Administrator shall deliver to the Account Holder an Opinion of Counsel, acceptable to the Account Holder, to such effect. (c) Pursuant to the Trust Agreement, the Issuer shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof (except Investment Earnings). Except as otherwise provided herein or in the Trust Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the CARAT Owner Trustee for the benefit of the CARAT 2007-SN1 Certificateholder. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the CARAT Owner Trustee (or the Seller on behalf of the CARAT Owner Trustee, if the Certificate Distribution Account is not then held by the CARAT Owner Trustee or an Affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account. (d) The CARAT Indenture Trustee, the CARAT Owner Trustee, the Securities Intermediary, each Account Holder and each other Eligible Institution with whom a Designated Account or the Certificate Distribution Account is maintained waives any right of set-off, counterclaim, security interest or bankers' lien to which it might otherwise be entitled. Section 5.02 Investment Earnings. The Trust Administrator shall be entitled to receive all Investment Earnings when and as paid without any obligation to the CARAT Owner Trustee, the CARAT Indenture Trustee or the Seller in respect thereof, and the Trust Administrator shall have no obligation to deposit any such amount in any account established hereunder. To the extent that any such amount shall be held in any account held by the CARAT Indenture Trustee or the CARAT Owner Trustee, or otherwise established hereunder, such amount will be withdrawn therefrom and paid to the Trust Administrator upon presentation of a certificate signed by a Responsible Officer of the Trust Administrator setting forth, in reasonable detail, the amount of such Investment Earnings. Section 5.03 Additional Deposits. The Trust Administrator and the Seller shall deposit in the CARAT Collection Account the aggregate Administrative Purchase Payments and Warranty Payments with respect to Administrative Secured Notes and Warranty Secured Notes, respectively. All such deposits with respect to a Monthly Period shall be made in immediately available funds on or before the Distribution Date related to such Monthly Period. ARTICLE VI LIABILITIES OF TRUST ADMINISTRATOR AND OTHERS Section 6.01 Liability of Trust Administrator; Indemnities. (a) The Trust Administrator shall be liable in accordance with this Agreement and the Second Step Secured Notes Assignment only to the extent of the obligations in this Agreement and the Pooling and Administration Agreement specifically undertaken by the Trust Administrator. Such obligations shall include the following: (i) The Trust Administrator shall defend, indemnify and hold harmless the CARAT Indenture Trustee, the CARAT Owner Trustee, the Issuer, the CARAT 2007-SN1 Noteholders and the CARAT 2007-SN1 Certificateholders from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation of any Vehicle by VAULT, COLT, GMAC, the Trust Administrator or any affiliate of any of them. (ii) The Trust Administrator shall indemnify, defend and hold harmless the CARAT Indenture Trustee, the CARAT Owner Trustee and the Issuer from and against any taxes that may at any time be asserted against any such Person with respect to the transaction contemplated in this Agreement, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but not including any taxes asserted with respect to, and as of the date of, the sale of the COLT 2007-SN1 Secured Notes to the Issuer or the issuance and original sale of the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates, or asserted with respect to ownership of the COLT 2007-SN1 Secured Notes, or federal or other income taxes arising out of distributions on CARAT 2007-SN1 Notes or the CARAT 2007-SN1 Certificates or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same; (iii) The Trust Administrator shall indemnify, defend and hold harmless CARAT 2007-SN1 Indenture Trustee, the CARAT 2007-SN1 Owner Trustee, the CARAT 2007-SN1 Noteholders and the CARAT 2007-SN1 Certificateholders and the Issuer from and against any and all costs, expenses, losses, claims, damages, and liabilities to the extent that such cost, expense, loss, claim, damage, or liability arose out of, or was imposed upon the CARAT Indenture Trustee, the CARAT Owner Trustee, the Issuer, the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders through the negligence, willful misfeasance or bad faith of the Trust Administrator in the performance of its duties under any CARAT Basic Document or by reason of reckless disregard of its obligations and duties under any CARAT Basic Document; and (iv) The Trust Administrator shall indemnify, defend and hold harmless the CARAT Indenture Trustee and the CARAT Owner Trustee, and their respective agents and servants, from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with (x) in the case of the CARAT Owner Trustee, the CARAT Indenture Trustee's performance of its duties under the CARAT Indenture or any other CARAT Basic Document, (y) in the case of the CARAT Indenture Trustee, the CARAT Owner Trustee's performance of its duties under the Trust Agreement or (z) the acceptance, administration or performance by, or action or inaction of, the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, of the trusts and duties contained in this Agreement, the other CARAT Basic Documents, the CARAT Indenture (in the case of the CARAT Indenture Trustee), including the administration of the CARAT Trust Estate, and the Trust Agreement (in case of the CARAT Owner Trustee), including the administration of the CARAT Owner Trust Estate, except in each case to the extent that such cost, expense, loss, claim, damage or liability: (A) is due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Person indemnified, (B) to the extent otherwise payable to the CARAT Indenture Trustee, arises from the CARAT Indenture Trustee's breach of any of its representations or warranties in Section 6.12 of the CARAT Indenture, (C) to the extent otherwise payable to the CARAT Owner Trustee, arises from the CARAT Owner Trustee's breach of any of its representations or warranties set forth in Section 6.6 of the Trust Agreement, or (D) shall arise out of or be incurred in connection with the performance by the CARAT Indenture Trustee of the duties of successor Trust Administrator hereunder. (b) Indemnification under this Section 6.01 shall include reasonable fees and expenses of external counsel and expenses of litigation. If the Trust Administrator has made any indemnity payments pursuant to this Section 6.01 and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Trust Administrator, without interest. Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of the Trust Administrator. Any corporation or other entity (a) into which the Trust Administrator may be merged or consolidated, (b) resulting from any merger, conversion or consolidation to which the Trust Administrator shall be a party, (c) succeeding to the business of the Trust Administrator, (d) more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by GMAC or General Motors, and which services assets of the same type as the Series 2007-SN1 Lease Assets, which entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Trust Administrator under this Agreement and the Further Transfer and Administration Agreements, shall be the successor to the Trust Administrator under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement, to the contrary notwithstanding. The Trust Administrator shall provide notice of any merger, consolidation or succession pursuant to this Section 6.02 to the CARAT Indenture Trustee, the CARAT Owner Trustee and, if any Rated Notes are outstanding, the Rating Agencies. Section 6.03 Limitation on Liability of Trust Administrator and Others. (a) Neither the Trust Administrator nor any of the directors or officers or employees or agents of the Trust Administrator shall be under any liability to the Issuer, the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders, except as specifically provided in this Agreement and in the Pooling and Administration Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling and Administration Agreement, the CARAT Indenture or the Trust Agreement or for errors in judgment; provided, however, that this provision shall not protect the Trust Administrator or any such Person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement, the Pooling and Administration Agreement, the CARAT Indenture, the Trust Agreement or any other CARAT Basic Document. The Trust Administrator and any director, officer or employee or agent of the Trust Administrator may rely in good faith on the advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement or the Pooling and Administration Agreement. (b) The Trust Administrator and any director or officer or employee or agent of the Trust Administrator shall be reimbursed by the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Trust Administrator to the CARAT Indenture Trustee or the CARAT Owner Trustee, as applicable, pursuant to Section 6.01(a)(iv)(x) or (y)) incurred by reason of such trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such trustee's duties under this Agreement, the CARAT Indenture or the Trust Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. In no event, however, shall the CARAT Indenture Trustee or the CARAT Owner Trustee be liable to the Trust Administrator for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits, even if either or both of them have been advised of the likelihood of such loss or damage. (c) Except as provided in this Agreement or in the Pooling and Administration Agreement, the Trust Administrator shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to administer the COLT 2007-SN1 Secured Notes in accordance with this Agreement and the Pooling and Administration Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Trust Administrator may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement or the Pooling and Administration Agreement and the rights and duties of the parties to this Agreement or the Pooling and Administration Agreement and the interests of the CARAT 2007-SN1 Noteholders and CARAT 2007-SN1 Certificateholders under this Agreement and the Pooling and Administration Agreement, the interests of the CARAT 2007-SN1 Noteholders under the CARAT Indenture and the interests of the CARAT 2007-SN1 Certificateholders under the Trust Agreement. In such event, the legal expenses and costs invoiced for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the Trust Administrator shall be entitled to be reimbursed therefor. (d) The CARAT Trustee shall distribute out of the CARAT Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not previously reimbursed. Section 6.04 Delegation of Duties. So long as GMAC acts as Trust Administrator, the Trust Administrator may, at any time without notice or consent, delegate any duties under this Agreement or under the Pooling and Administration Agreement to any corporation or other Person more than 50% of the voting stock (or, if not a corporation, other voting interests) of which is owned, directly or indirectly, by General Motors or GMAC. The Trust Administrator may at any time perform specific duties as Trust Administrator through sub-contractors who are in the business of servicing automotive receivables. No such delegation or sub-contracting shall relieve the Trust Administrator of its responsibility with respect to such duties. Section 6.05 Trust Administrator Not to Resign. Subject to the provisions of Section 7.02, the Trust Administrator shall not resign from the obligations and duties imposed on it by this Agreement and the Pooling and Administration Agreement as Trust Administrator except upon determination that the performance of its duties under this Agreement or under the Pooling and Administration Agreement, as the case may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Trust Administrator shall be evidenced by an Opinion of Counsel to such effect delivered to the CARAT Indenture Trustee and the CARAT Owner Trustee. No such resignation shall become effective until the CARAT Indenture Trustee or a successor Trust Administrator shall have assumed the responsibilities and obligations of the Trust Administrator in accordance with Section 7.02. ARTICLE VII DEFAULT Section 7.01 Trust Administrator Defaults. Each of the following shall constitute a "Trust Administrator Default": (a) any failure by the Trust Administrator to deliver to the CARAT Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the CARAT Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five Business Days after (x) written notice thereof is received by the Trust Administrator from the CARAT Indenture Trustee or the CARAT Owner Trustee or (y) discovery of such failure by an officer of the Trust Administrator; (b) any failure on the part of the Seller or the Trust Administrator to duly observe or perform in any material respect any other covenants or agreements of the Seller or the Trust Administrator set forth in this Agreement, the Pooling and Administration Agreement, the CARAT Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders, and (ii) continues unremedied for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Seller or the Trust Administrator, as applicable, by the CARAT Indenture Trustee or the CARAT Owner Trustee, or to the Seller or the Trust Administrator, as applicable, and to the CARAT Indenture Trustee or the CARAT Owner Trustee by CARAT Noteholders whose CARAT 2007-SN1 Notes evidence less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or by CARAT 2007-SN1 Certificateholders whose CARAT 2007-SN1 Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date; (c) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Seller or the Trust Administrator, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (d) the consent by the Seller or the Trust Administrator to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Seller or the Trust Administrator or of or relating to substantially all of their respective property; or the Seller or the Trust Administrator shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. Notwithstanding the foregoing, there shall be no Trust Administrator Default where a Trust Administrator Default would otherwise exist under clause (a) above for a period of ten Business Days or under clause (b) for a period of 60 days if the delay or failure giving rise to the Trust Administrator Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of those events, the Trust Administrator shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of the Pooling and Administration Agreement and this Agreement and the Trust Administrator shall provide the CARAT Indenture Trustee, the CARAT Owner Trustee, the Seller and the Securityholders prompt notice of the failure or delay by it, together with a description of its efforts to so perform its obligations. Section 7.02 Consequences of a Trust Administrator Default. If a Trust Administrator Default shall occur and be continuing, either the CARAT Indenture Trustee or the CARAT 2007-SN1 Noteholders whose CARAT 2007-SN1 Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or if the CARAT 2007-SN1 Notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms, by the CARAT Owner Trustee or CARAT 2007-SN1 Certificateholders whose CARAT 2007-SN1 Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) by notice then given in writing to the Trust Administrator and the CARAT Owner Trustee (and to the CARAT Indenture Trustee if given by the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders) may terminate all of the rights and obligations of the Trust Administrator under this Agreement and the Pooling and Administration Agreement. On or after the receipt by the Trust Administrator of such written notice, all authority and power of the Trust Administrator under this Agreement and the Pooling and Administration Agreement, whether with respect to the CARAT 2007-SN1 Notes, the CARAT 2007-SN1 Certificates or the COLT 2007-SN1 Secured Notes or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The CARAT Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Trust Administrator, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the COLT 2007-SN1 Secured Notes and related documents, or otherwise. The Trust Administrator agrees to cooperate with the CARAT Indenture Trustee and the CARAT Owner Trustee in effecting the termination of the responsibilities and rights of the Trust Administrator under this Agreement and the Pooling and Administration Agreement, including the transfer to the CARAT Indenture Trustee or the CARAT Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Trust Administrator for deposit, or that shall have been deposited by the Trust Administrator in the CARAT Collection Account, the Note Distribution Account or the Certificate Distribution Account or thereafter received with respect to the COLT 2007-SN1 Secured Notes that shall at that time be held by the Trust Administrator. Section 7.03 CARAT Indenture Trustee to Act; Appointment of Successor. On and after the time the Trust Administrator receives a notice of termination pursuant to Section 7.02, the CARAT Indenture Trustee shall be the successor in all respects to the Trust Administrator in its capacity as Trust Administrator under this Agreement and the Pooling and Administration Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Administration Agreement and shall be subject to all the responsibilities, restrictions, duties and liabilities relating thereto placed on the Trust Administrator by the terms and provisions of this Agreement and the Pooling and Administration Agreement. As compensation therefor, the CARAT Indenture Trustee shall be entitled to such compensation (whether payable out of the CARAT Collection Account or otherwise) as the Trust Administrator would have been entitled to under this Agreement if no such notice of termination had been given including the Administration Fee and Investment Earnings. Notwithstanding the above, the CARAT Indenture Trustee may, if it shall be unwilling so to act, or shall, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, a successor (i) having a net worth of not less than $100,000,000, (ii) a long-term unsecured debt rating from Moody's of at least "Baa3" (unless such requirement is expressly waived by Moody's), and (iii) whose regular business includes the servicing of automotive loans, leases or similar notes or receivables, as the successor to the Trust Administrator under this Agreement and the Pooling and Administration Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Trust Administrator under this Agreement and the Pooling and Administration Agreement. In connection with such appointment and assumption, the CARAT Indenture Trustee may make such arrangements for the compensation of such successor out of payments on COLT 2007-SN1 Secured Notes as it and such successor shall agree; provided, however, that no such compensation shall be in excess of that permitted the Trust Administrator under this Agreement and the Pooling and Administration Agreement. The CARAT Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Administration Agreement, as shall be necessary to effectuate any such succession. Costs associated with the resignation of the Trust Administrator and the appointment of a successor Trust Administrator shall be distributed by the CARAT Indenture Trustee from amounts in the CARAT Trust Estate. Section 7.04 Notification to CARAT 2007-SN1 Noteholders and CARAT 2007-SN1 Certificateholders. Upon any termination of, or appointment of a successor to, the Trust Administrator pursuant to this Article VII, the CARAT Indenture Trustee shall give prompt written notice thereof to the CARAT 2007-SN1 Noteholders and the Rating Agencies, and the CARAT Owner Trustee shall give prompt written notice thereof to the CARAT 2007-SN1 Certificateholders. Section 7.05 Waiver of Past Defaults. Noteholders whose CARAT 2007-SN1 Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date (or, if all of the Notes have been paid in full and the CARAT Indenture has been discharged in accordance with its terms), CARAT 2007-SN1 Certificateholders whose CARAT 2007-SN1 Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date) may, on behalf of all CARAT 2007-SN1 Noteholders and CARAT 2007-SN1 Certificateholders, waive any default by the Trust Administrator in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to or payments from any of the accounts in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Trust Administrator Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement and the Pooling and Administration Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. ARTICLE VIII TERMINATION Section 8.01 Optional Purchase of All COLT 2007-SN1 Secured Notes; Insolvency of Seller; Termination of Trust. (a) (i) The Seller shall have the option to purchase all but not less than all of the assets of the Trust (other than the Designated Accounts and the Certificate Account) on any Distribution Date (the "Optional Purchase Date") following the last day of any Monthly Period as of which the Aggregate ABS Value represents a percentage of the Aggregate Initial ABS Value that is equal to or less than the Optional Purchase Percentage. To exercise such option, the Seller shall (A) furnish to the Issuer and the CARAT Indenture Trustee notice of its intention to exercise such option and of the Optional Purchase Date (such notice to be furnished not later than 25 days prior to the Optional Purchase Date) and (B) deposit in the CARAT Collection Account when required pursuant to clause (ii) below an amount equal to the aggregate Administrative Purchase Payments for the COLT 2007-SN1 Secured Notes, plus the appraised value of any other property held by the Trust, provided, that such amount (when added to any funds then on deposit in the Designated Accounts and the Certificate Distribution Account) must be at least equal to the sum of (1) the Administration Fee for the related Monthly Period, (2) the aggregate Redemption Price of all then Outstanding Notes, and (3) any amounts payable to the Swap Counterparty under any Interest Rate Swap. Such appraised value shall be determined by an appraiser mutually satisfactory to the Seller, the CARAT Owner Trustee and the CARAT Indenture Trustee. (ii) The Seller shall make the deposit set forth in clause (i)(B) above in immediately available funds on the Optional Purchase Date. Upon the making of such deposit, the CARAT 2007-SN1 Notes and the CARAT Indenture shall be deemed satisfied and discharged, and the Seller shall succeed to all interests in and to the Trust (other than the Designated Accounts and the rights of the Trust under the Interest Rate Swaps). (b) Upon any sale or other disposition of the assets of the Trust pursuant to Article V of the CARAT Indenture (an "CARAT Event of Default Sale"), the Trust Administrator shall instruct the Applicable CARAT Trustee to deposit into the CARAT Collection Account from the proceeds of such disposition the amount specified in clause SECOND of Section 5.4(b) of the CARAT Indenture (the "CARAT Event of Default Proceeds"). On the Distribution Date (i) on which the CARAT Event of Default Proceeds are deposited in the CARAT Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), or (ii) at any time that the CARAT 2007-SN1 Notes have not been paid in full and the principal balance of the CARAT 2007-SN1 Notes has been declared immediately due and payable following the occurrence of a CARAT Event of Default under the CARAT Indenture, then until such time as the CARAT 2007-SN1 Notes have been paid in full and the CARAT Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the CARAT Indenture, the Trust Administrator shall instruct the CARAT Indenture Trustee (after taking into account the application on such Distribution Date of the Total Available Amount pursuant to Section 4.05(a)) to make the following distributions from the CARAT Collection Account in the following priority: (i) first, to the Trust Administrator, the Administration Fee for such Distribution Date and any unpaid Administration Fee from any preceding Distribution Date; (ii) second, to the Swap Counterparty, the net amount, if any, then due to the Swap Counterparty under all Interest Rate Swaps (exclusive of payments due to the Swap Counterparty in respect of an Early Termination Date under such Interest Rate Swaps); (iii) third, to (a) the Note Distribution Account, for payment of interest pro rata on the Class A Notes, the Aggregate Class A Interest Distributable Amount and (b) to the Swap Counterparty in respect of any payments due to the Swap Counterparty in connection with any Early Termination Date of any Interest Rate Swaps related to the Class A-2b Notes or the Class A-4b Notes allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amounts owing in respect of the Aggregate Class A Interest Distributable Amount and the amounts owing to the Swap Counterparty in connection with such Early Termination Date; (iv) fourth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal pro rata on the Class A Notes; (v) fifth, to the Note Distribution Account, an amount equal to the Aggregate Class B Interest Distributable Amount for payment of interest on the Class B Notes; (vi) sixth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class B Notes; (vii) seventh, to the Note Distribution Account, an amount equal to the Aggregate Class C Interest Distributable Amount for payment of interest on the Class C Notes; (viii) eighth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class C Notes; (ix) ninth, to the Note Distribution Account, an amount equal to the Aggregate Class D Interest Distributable Amount for payment of interest on the Class D Notes; (x) tenth, to the Note Distribution Account, an amount equal to the Note Principal Balance of the Class D Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class D Notes; and (xi) eleventh, to the CARAT 2007-SN1 Certificateholders (if the Certificate Distribution Account has been established pursuant to Section 5.1 of the Trust Agreement, then to such Certificate Distribution Account for distribution to the Certificateholders) any remaining amounts after the distributions described in clauses (i) through (vii) above. Any CARAT Event of Default Proceeds remaining after all the deposits and other payments described above have been made in full, shall be paid to the Certificateholder. (c) Notice of any termination of the Trust shall be given by the Trust Administrator to the CARAT Owner Trustee and the CARAT Indenture Trustee as soon as practicable after the Trust Administrator has received notice thereof. (d) Following the satisfaction and discharge of the CARAT Indenture with respect to the CARAT 2007-SN1 Notes, and the payment in full of the principal and interest on the CARAT 2007-SN1 Notes, the CARAT 2007-SN1 Certificateholders shall succeed to the rights of the CARAT 2007-SN1 Noteholders hereunder and the CARAT Owner Trustee shall succeed to the rights of, and assume the obligations (other than those under Section 7.03 which shall remain obligations of the CARAT Indenture Trustee) of, the CARAT Indenture Trustee pursuant to this Agreement (subject to the continuing obligations of the CARAT Indenture Trustee set forth in Section 4.4 of the CARAT Indenture). (e) After indefeasible payment in full to the CARAT Indenture Trustee, the CARAT Owner Trustee, the Swap Counterparty, the CARAT 2007-SN1 Noteholders, the CARAT 2007-SN1 Certificateholders and the Trust Administrator of all amounts required to be paid under this Agreement, the CARAT Indenture, the Interest Rate Swaps and the Trust Agreement (including as contemplated by this Section 8.01), (i) any amounts on deposit in the CARAT Collection Account (after all other distributions required to be made from such accounts have been made and provision for the payment of all liabilities of the Trust as required by Section 3808 of the Statutory Trust Act) shall be paid to the Certificateholder and (ii) any other assets remaining in the Trust shall be distributed to the Certificateholder. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01 Amendment. (a) This Agreement may be amended by the Seller, the Trust Administrator and the CARAT Owner Trustee with the consent of the CARAT Indenture Trustee, but without the consent of any of the Financial Parties, (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other CARAT Basic Documents, (iii) to add or supplement any credit enhancement for the benefit of the CARAT 2007-SN1 Noteholders of any class or the CARAT 2007-SN1 Certificateholders (provided that if any such addition shall affect any class of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders differently than any other class of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders), (iv) add to the covenants, restrictions or obligations of the Seller, the Trust Administrator, the CARAT Owner Trustee or the CARAT Indenture Trustee or (v) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Financial Parties. (b) This Agreement may also be amended from time to time by the Seller, the Trust Administrator and the CARAT Owner Trustee with the consent of the CARAT Indenture Trustee, the consent of CARAT 2007-SN1 Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Seller or an Affiliate of the Seller holds any Certificates, the consent of CARAT 2007-SN1 Certificateholders whose CARAT 2007-SN1 Certificates evidence not less than a majority of the Voting Interests as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 9.01 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates and of any CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the CARAT 2007-SN1 Notes or CARAT 2007-SN1 Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the CARAT 2007-SN1 Noteholders or the CARAT 2007-SN1 Certificateholders; provided, however, that no such amendment shall: (i) change the due date of any instalment of principal of or interest on the CARAT 2007-SN1 Notes, or reduce the principal amount thereof, the interest rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any CARAT 2007-SN1 Notes or any distribution thereon is payable, or impair the right to institute suit as provided in Article V of the CARAT Indenture for the enforcement of the provisions of the CARAT Indenture requiring the application of funds available therefor to the payment of any such amount due on the CARAT 2007-SN1 Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); or (ii) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all CARAT 2007-SN1 Notes and CARAT 2007-SN1 Certificates then outstanding. (c) Prior to the execution of any such amendment or consent, the Trust Administrator shall furnish written notification of the substance of such amendment or consent to the Rating Agencies. (d) Promptly after the execution of any such amendment or consent, the CARAT Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Financial Party. (e) It shall not be necessary for the consent of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders pursuant to Section 9.01(b) to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by CARAT 2007-SN1 Noteholders and CARAT 2007-SN1 Certificateholders shall be subject to such reasonable requirements as the CARAT Indenture Trustee or the CARAT Owner Trustee may prescribe, including the establishment of record dates pursuant to paragraph number 2 of the Note Depository Agreement. (f) Prior to the execution of any amendment to this Agreement, the CARAT Indenture Trustee and the CARAT Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Section 9.01 and the Opinion of Counsel referred to in Section 9.02(j). The CARAT Indenture Trustee and the CARAT Owner Trustee, may, but shall not be obligated to, enter into any such amendment which affects such trustee's own rights, duties or immunities under this Agreement or otherwise. (g) Each of GMAC and the Seller agrees that such Person shall not amend or agree to any amendment of the Pooling and Administration Agreement unless such amendment would be permissible under the terms of this Section 9.01 as if this Section 9.01 were contained in the Pooling and Administration Agreement. Section 9.02 Protection of Title to Trust. (a) The Seller or the Trust Administrator or both shall authorize and/or execute, as applicable, and file such financing statements and cause to be authorized and/or executed, as applicable, and filed such continuation and other statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the CARAT 2007-SN1 Noteholders, the CARAT 2007-SN1 Certificateholders, the CARAT Indenture Trustee and the CARAT Owner Trustee under this Agreement and the Second Step Secured Notes Assignment in the Second Step Purchased Property and in the proceeds thereof. The Seller or the Trust Administrator or both shall deliver (or cause to be delivered) to the CARAT Indenture Trustee and the CARAT Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing, except that neither the Seller nor the Trust Administrator needs to deliver any such document that arises as a result of the conversion of the Seller or the Trust Administrator to another form of organization. (b) Neither the Seller nor the Trust Administrator shall change its State of organization or its name, identity or organizational structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 9.02(a) above seriously misleading within the meaning of the UCC, unless it shall have given the CARAT Indenture Trustee and the CARAT Owner Trustee at least 30 days prior written notice thereof. (c) Each of the Seller and the Trust Administrator shall give the CARAT Indenture Trustee and the CARAT Owner Trustee at least 30 days prior written notice of any relocation of its principal executive office or change of its jurisdiction of incorporation or formation if, as a result of such relocation or change of jurisdiction, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. The Trust Administrator shall at all times maintain each office from which it administers COLT 2007-SN1 Secured Notes and its principal executive office within the United States of America. (d) The Trust Administrator shall maintain accounts and records as to each COLT 2007-SN1 Secured Note accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such COLT 2007-SN1 Secured Note, including payments made and payments owing (and the nature of each), and (ii) reconciliation between payments on (or with respect to) each COLT 2007-SN1 Secured Note and the amounts from time to time deposited in the CARAT Collection Account and Note Distribution Account. (e) The Trust Administrator shall maintain its computer systems so that, from and after the time of sale under this Agreement and the Second Step Secured Notes Assignment of the COLT 2007-SN1 Secured Notes, the Trust Administrator's master computer records (including any back-up archives) that refer to any COLT 2007-SN1 Secured Note indicate clearly that the COLT 2007-SN1 Secured Note is owned by the Issuer. Indication of the Issuer's ownership of a COLT 2007-SN1 Secured Note shall be deleted from or modified on the Trust Administrator's computer systems when, and only when, the COLT 2007-SN1 Secured Note has been paid in full or repurchased by the Seller or purchased by the Trust Administrator in accordance with the terms of the CARAT Basic Documents. (f) In the event that GMAC shall change the jurisdiction in which it is formed or otherwise enter into any transaction which would result in a "new debtor" (as defined in the UCC) succeeding to the obligations of GMAC hereunder, GMAC shall comply fully with the obligations of Section 9.02(a). (g) If at any time the Seller or the Trust Administrator proposes to sell, grant a security interest in, or otherwise transfer any interest in secured notes to any prospective purchaser, lender or other transferee, the Trust Administrator and the Seller shall give to such prospective purchaser, lender or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they refer in any manner whatsoever to any COLT 2007-SN1 Secured Note, indicate clearly that such COLT 2007-SN1 Secured Note has been sold and is owned by the Issuer unless such COLT 2007-SN1 Secured Note has been paid in full or repurchased by the Seller or purchased by the Trust Administrator. (h) The Trust Administrator shall permit the CARAT Indenture Trustee and the CARAT Owner Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Trust Administrator's records regarding any CARAT 2007-SN1 Notes then or previously included in the Owner Trust Estate. (i) The Trust Administrator shall furnish to the CARAT Indenture Trustee and the CARAT Owner Trustee at any time upon request a list of all COLT 2007-SN1 Secured Notes then held as part of the Trust, together with a reconciliation of such list to the Schedule of Secured Notes and to each of the Trust Administrator's Accountings furnished before such request indicating removal of COLT 2007-SN1 Secured Notes from the Trust. Upon request, the Trust Administrator shall furnish a copy of any such list to the Seller. The CARAT Indenture Trustee, the CARAT Owner Trustee and the Seller shall hold any such list and the Schedule of Secured Notes for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03. (j) The Trust Administrator shall deliver to the CARAT Indenture Trustee and the CARAT Owner Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements have been authorized and filed as necessary to fully preserve and protect the interest of the CARAT Indenture Trustee and the CARAT Owner Trustee in the COLT 2007-SN1 Secured Notes, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (b) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest. (k) To the extent required by law, the Seller shall cause the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates to be registered with the Securities and Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections. Section 9.03 Notices. All demands, notices and communications upon or to the Seller, the Trust Administrator, the CARAT Indenture Trustee, the Issuer, the CARAT Owner Trustee, or the Rating Agencies under this Agreement shall be delivered in writing as specified in Appendix B hereto. Section 9.04 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Section 9.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the CARAT 2007-SN1 Certificates, the CARAT 2007-SN1 Notes or the rights of the Holders thereof. Section 9.06 Assignment. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned by the Seller without the prior written consent of CARAT 2007-SN1 Noteholders whose CARAT 2007-SN1 Notes evidence not less than 66% of the Outstanding Amount of the CARAT 2007-SN1 Notes as of the close of the preceding Distribution Date. The Seller shall provide notice of any such assignment to the Rating Agencies (if any Rated Notes are outstanding) in connection with soliciting such written consent; provided, however, that this Agreement may be assigned by the Seller without the consent specified in the first part of this sentence to a corporation or other entity that is a successor (by merger, consolidation or purchase of assets) to the Seller, or more than 50% of the voting interests of which is owned, directly or indirectly, by GMAC or General Motors, provided that such entity executes an agreement of assumption provided in Section 6.02 hereof. If any Rated Notes are outstanding, the Seller shall provide notice of any such assignment to the Rating Agencies. Section 9.07 Third-Party Beneficiaries. This Agreement and the Second Step Secured Notes Assignment and any officer's certificates delivered in connection therewith shall inure to the benefit of and be binding upon the parties hereto and, to the extent expressly provided herein, the CARAT 2007-SN1 Noteholders, the CARAT 2007-SN1 Certificateholders, the Swap Counterparty, the CARAT Indenture Trustee, the CARAT Owner Trustee and their respective successors and permitted assigns. The Swap Counterparty shall be a third party beneficiary to this Agreement only to the extent that it has any rights specified herein or rights with respect to this Agreement specified under the Swap Counterparty Rights Agreement. Except as otherwise provided in Section 4.08 and Section 6.01, the Swap Counterparty Rights Agreement or this Article IX, no other Person shall have any right or obligation hereunder. Section 9.08 Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. Section 9.09 Headings and Cross-References. The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Section 9.10 Assignment to CARAT Indenture Trustee. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer pursuant to the CARAT Indenture for the benefit of the CARAT 2007-SN1 Noteholders and (only to the extent expressly provided in the CARAT Indenture) the CARAT 2007-SN1 Certificateholders of all right, title and interest of the Issuer in, to and under the COLT 2007-SN1 Secured Notes and/or the assignment of any or all of the Issuer's rights and obligations hereunder to the CARAT Indenture Trustee. Section 9.11 No Petition Covenants. Notwithstanding any prior termination of this Agreement, the Trust Administrator and the Seller shall not, prior to the date which is one year and one day after the final distribution with respect to the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates to the Note Distribution Account or the Certificate Distribution Account, as applicable, acquiesce, petition or otherwise invoke or cause the Issuer or COLT to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or COLT under any federal or State bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or COLT or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer. Section 9.12 Limitation of Liability of CARAT Indenture Trustee and CARAT Owner Trustee. (a) Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by The Bank of New York Trust Company, N.A., not in its individual capacity but solely as CARAT Indenture Trustee and in no event shall The Bank of New York Trust Company, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the CARAT Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the CARAT Indenture. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been executed by Deutsche Bank Trust Company Delaware not in its individual capacity but solely in its capacity as CARAT Owner Trustee of the Issuer and in no event shall Deutsche Bank Trust Company Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as CARAT Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the CARAT Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement. Section 9.13 Tax Treatment. The Trust Administrator covenants that for all tax purposes the Trust Administrator shall regard and treat the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates in a manner consistent with the agreements (i) among the Seller, the CARAT Owner Trustee and the CARAT 2007-SN1 Certificateholders in Section 2.11 of the Trust Agreement and (ii) among the Seller, the CARAT Indenture Trustee and the CARAT 2007-SN1 Noteholders in Section 2.14 of the CARAT Indenture. Section 9.14 Furnishing Documents. The CARAT Indenture Trustee shall furnish to CARAT 2007-SN1 Noteholders, promptly upon receipt of a written request therefor, copies of the Pooling and Administration Agreement, the Trust Agreement, the CARAT Indenture and this Agreement. Section 9.15 Independence of the Trust Administrator. For all purposes of this Agreement, the Trust Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the CARAT Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Trust Administrator shall have no authority to act for or represent the Issuer or the CARAT Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the CARAT Owner Trustee. Section 9.16 No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Trust Administrator and either of the Issuer or the CARAT Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. Section 9.17 Other Activities of Trust Administrator. Nothing herein shall prevent the Trust Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the CARAT Owner Trustee or the CARAT Indenture Trustee. Section 9.18 Information to Be Provided by the CARAT Indenture Trustee. (a) The CARAT Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Seller for information regarding the CARAT Indenture Trustee which is required in order to enable the Seller to comply with the provisions of Items 1117, 1119 and 1122 of Regulation AB as it relates to the CARAT Indenture Trustee or to the CARAT Indenture Trustee's obligations under this Agreement and the CARAT Indenture. (b) Except to the extent disclosed by the CARAT Indenture Trustee in subsection (c) or (d) below, the CARAT Indenture Trustee shall be deemed to have represented to the Seller on the first day of each Monthly Period with respect to the prior Monthly Period that to the best of its knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against The Bank of New York Trust Company, N.A. or any property of The Bank of New York Trust Company, N.A. that would be material to any CARAT 2007-SN1 Noteholder or, to the extent that the CARAT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such CARAT 2007-SN1 Certificates. (c) The CARAT Indenture Trustee shall, as promptly as practicable following notice to or discovery by the CARAT Indenture Trustee of any changes to any information regarding the CARAT Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Seller, in writing, such updated information. (d) The CARAT Indenture Trustee shall deliver to the Seller on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the CARAT Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the CARAT Indenture Trustee, that except to the extent otherwise disclosed in writing to Seller, to the best of his or her knowledge there were no legal or governmental proceedings pending (or known to be contemplated) against The Bank of New York Trust Company, N.A. or any property of The Bank of New York Trust Company, N.A. that would be material to any CARAT 2007-SN1 Noteholder or, to the extent that the CARAT 2007-SN1 Certificates are registered under the Securities Act for public sale, any holder of such CARAT 2007-SN1 Certificates. (e) The CARAT Indenture Trustee shall deliver to the Seller on or before March 15 of each year, beginning with March 15, 2008 a report of a representative of the CARAT Indenture Trustee with respect to the immediately preceding calendar year providing to the Seller such information regarding the CARAT Indenture Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB. Such information shall include, at a minimum a description of any affiliation between the CARAT Indenture Trustee and any of the following parties to this securitization transaction, as such parties are identified to the CARAT Indenture Trustee by the Seller in writing in advance of this securitization transaction: (i) the Seller; (ii) GMAC; (iii) the Issuing Entity; (iv) the Trust Administrator; (v) the CARAT Owner Trustee; (vi) the Swap Counterparty; and (vii) any other material transaction party In connection with the parties listed in clauses (i) and (vii) above, the CARAT Indenture Trustee shall include a description of whether there is, and if so, the general character of, any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm's length transaction with an unrelated third party, apart from this securitization transaction, that currently exists or that existed during the past two years and that is material to an investor's understanding of the asset backed securities issued in this securitization transaction. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as CARAT Owner Trustee on behalf of the Trust, By: /s/ Jenna Kaufman ------------------------------------ Name: Jenna Kaufman Title: Attorney-in-Fact By: /s/ Aranka R. Paul ------------------------------------ Name: Aranka R. Paul Title: Attorney-in-Fact CAPITAL AUTO RECEIVABLES LLC, Seller By: /s/ P.M. Surhigh ------------------------------------ Name: P.M. Surhigh Title: Vice President GMAC LLC By: /s/ C.J. Vannatter ------------------------------------ Name: C.J. Vannatter Title: Director - Global Securitization Acknowledged and Accepted and, with respect to Section 9.18, Agreed to by: The Bank of New York Trust Company, N.A., not in its individual capacity but solely as CARAT Indenture Trustee By: /s/ Keith Richardson --------------------------------- Name: Keith Richardson Title: Vice President EXHIBIT A SCHEDULE OF COLT 2007-SN1 SECURED NOTES On file at the offices of: 1. The CARAT Indenture Trustee 2. The CARAT Owner Trustee 3. The COLT Indenture Trustee 4. The COLT Owner Trustee 5. GMAC LLC 6. Capital Auto Receivables LLC EXHIBIT B FORM OF SECOND STEP SECURED NOTES ASSIGNMENT PURSUANT TO TRUST SALE AND ADMINISTRATION AGREEMENT For value received in accordance with and subject to the Trust Sale and Administration Agreement, dated as of June 7, 2007 (the "Trust Sale and Administration Agreement"), by and among GMAC LLC, a Delaware limited liability company and in its capacity as Trust Administrator under the Pooling and Administration Agreement described below (the "Trust Administrator"), Capital Auto Receivables LLC, a Delaware limited liability company (the "Seller"), and Capital Auto Receivables Asset Trust 2007-SN1, a Delaware statutory trust (the "Issuer"), the Seller hereby irrevocably sells, transfers, assigns and otherwise conveys to the Issuer, without recourse (subject to the obligations herein), all right, title and interest of the Seller, whether now owned or hereafter acquired, in, to and under the following: (a) all right, title and interest of the Seller in, to and under the COLT 2007-SN1 Secured Notes and all monies due thereunder on and after the Series 2007-SN1 Closing Date; (b) all right, title and interest of the Seller in, to and under the Pooling and Administration Agreement and the First Step Secured Notes Assignment (including the right of the Seller to cause GMAC to repurchase COLT 2007--SN1 Secured Notes under certain circumstances) and the rights of the Seller under the VAULT Security Agreement; (c) the present and future claims, demands, causes and choses in action in respect of any or all the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. The property described in clauses (a) through (c) is referred to herein collectively as the "Second Step Purchased Property." It is the intention of the Seller and the Issuer that the transfer and assignment contemplated by this Second Step Secured Notes Assignment shall constitute sales of the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property from the Seller to the Issuer and the beneficial interest in and title to the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The foregoing sale does not constitute and is not intended to result in any assumption by the Issuer of any obligation of GMAC or the Seller to the Lessees, Dealers, insurers or any other Person in connection with the COLT 2007-SN1 Secured Notes, Series 2007-SN1 Lease Assets, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them. The Seller hereby represents that as of the Series 2007-SN1 Closing Date, the Initial Aggregate Secured Note Principal Balance was $____________ and acknowledges that in consideration of such COLT 2007-SN1 Secured Notes, the Trust has delivered to or upon the order of the Seller the CARAT 2007-SN1 Notes and CARAT 2007-SN1 Certificates. THIS SECOND STEP SECURED NOTES ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. This Second Step Secured Notes Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the Seller contained in the Trust Sale and Administration Agreement (including the Officer's Certificate of the Seller accompanying this Second Step Secured Notes Assignment) and is to be governed in all respects by the Trust Sale and Administration Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Trust Sale and Administration Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the date first above written. CAPITAL AUTO RECEIVABLES LLC, as Seller By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- APPENDIX C PERFECTION REPRESENTATIONS 1. While it is the intention of GMAC and the Seller that the transfer and assignment contemplated by the Pooling and Administration Agreement and the First Step Secured Notes Assignment shall constitute the sale of the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property from GMAC to the Seller and that the transfer and assignment contemplated by the Trust Sale and Administration Agreement shall constitute the sale of the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property from the Seller to the Issuer, the Pooling and Administration Agreement, the Trust Sale and Administration Agreement and the CARAT Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property and Second Step Purchased Property in favor of the Seller, the Trust and the CARAT Indenture Trustee, as applicable, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from GMAC, the Seller and the Issuer, respectively. 2. All steps necessary to perfect the Seller's security interest against the account debtors in the property securing the COLT 2007-SN1 Secured Notes that constitute chattel paper will have been taken within ten days of the Series 2007-SN1 Closing Date. 3. Prior to the sale of the COLT 2007-SN1 Secured Notes to the Issuer under this Agreement, the COLT 2007-SN1 Secured Notes constitute "chattel paper," "payment intangibles," "instruments," "certificated securities" or "uncertificated securities" within the meaning of the applicable UCC. 4. The Seller owns and has good and marketable title to the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property free and clear of any Lien (other than tax liens and any other Liens that attach by operation of law), claim or encumbrance of any Person. 5. The Seller has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property granted to the Seller under the Pooling and Administration Agreement, in the COLT 2007-SN1 Secured Notes and the other Second Step Purchased Property granted to the Issuer under the Trust Sale and Administration Agreement and in the Collateral granted to the CARAT Indenture Trustee under the CARAT Indenture. 6. Other than the security interest granted to the Seller pursuant to the CARAT Basic Documents, the Issuer under the Trust Sale and Administration Agreement and the CARAT Indenture Trustee under the CARAT Indenture, none of GMAC, the Seller or the Issuer has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property and Second Step Purchased Property, as applicable. None of GMAC, the Seller or the Issuer has authorized the filing of, or is aware of, any financing statements against GMAC, the Seller or the Issuer that include a description of collateral covering any of the COLT 2007-SN1 Secured Notes and the other First Step Purchased Property or Second Step Purchased Property, as applicable, other than the financing statements relating to the security interests granted to the Seller, the Issuer and the CARAT Indenture Trustee under the CARAT Basic Documents or any financing statement that has been terminated. None of GMAC, the Seller or the Issuer is aware of any judgment or tax lien filings or lien filings by the Pension Benefit Guaranty Corporation against GMAC, the Seller or the Issuer. EXECUTION COPY APPENDIX A CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 PART I - DEFINITIONS All terms defined in this Appendix shall have the defined meanings when used in the CARAT Basic Documents, unless otherwise defined therein. Account Holder: A bank or trust company whose short-term unsecured debt obligations have the Required Deposit Rating that holds one or more of the Designated Accounts. Act: An Act as specified in Section 11.3(a) of the CARAT Indenture. Administration Fee: With respect to a Distribution Date, the basic fee payable to the Trust Administrator for administration services rendered during the related Monthly Period, which shall be equal to one-twelfth (1/12th) of the Administration Fee Rate multiplied by the Aggregate Secured Note Principal Balance of all COLT 2007-SN1 Secured Notes held by the Trust as of the opening of business on the first day of such Monthly Period (or, for the first Distribution Date, the Administration Fee Rate multiplied by a fraction, the numerator of which is 61 and the denominator of which is 360, multiplied by the Aggregate Secured Note Principal Balance as of the Series 2007-SN1 Closing Date). Administration Fee Rate: 0.01% per annum. Administrative Purchase Payment: with respect to an Administrative Secured Note, an amount equal to the Secured Note Principal Balance, plus accrued interest calculated at the COLT 2007-SN1 Secured Note Rate, determined as of the close of business on the last day of the Monthly Period prior to the Monthly Period as of which the Trust Administrator is required to (or, if earlier, elects to) purchase such Administrative Secured Note. Administrative Secured Note: A COLT 2007-SN1 Secured Note that the Trust Administrator is required to purchase pursuant to Section 3.04 of the Pooling and Administration Agreement or that the Trust Administrator has elected to repurchase pursuant to Section 8.01(a) of the CARAT Trust Sale and Administration Agreement. Affected Party: As defined in the Interest Rate Swap. Affiliate: With respect to any specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. Agency Office: The office of the Issuer maintained pursuant to Section 3.2 of the CARAT Indenture. Aggregate ABS Value: As defined in Exhibit A of the COLT Servicing Agreement. Aggregate Class Interest Distributable Amounts: The Aggregate Class A Interest Distributable Amount, the Aggregate Class B Interest Distributable Amount and the Aggregate Class C Interest Distributable Amount, as the context requires. Aggregate Class A Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the aggregate of the Note Class Interest Distributable Amount for each class of the Class A Notes as of such Distribution Date and (ii) the Class A Interest Carryover Shortfall as of the close of business on the preceding Distribution Date. Aggregate Class B Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class B Notes as of such Distribution Date and (ii) the Class B Interest Carryover Shortfall as of the close of business on the preceding Distribution Date. Aggregate Class C Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class C Notes as of such Distribution Date and (ii) the Class C Interest Carryover Shortfall as of the close of business on the preceding Distribution Date. Aggregate Class D Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Note Class Interest Distributable Amount for the Class D Notes as of such Distribution Date and (ii) the Class D Interest Carryover Shortfall as of the close of business on the preceding Distribution Date. Aggregate Initial ABS Value: As defined in Exhibit A of the COLT Servicing Agreement. Aggregate Noteholders' Interest Distributable Amount: With respect to any Distribution Date, the sum of (i) the Aggregate Class A Interest Distributable Amount as of such Distribution Date, (ii) the Aggregate Class B Interest Distributable Amount as of such Distribution Date, (iii) the Aggregate Class C Interest Distributable Amount as of such Distribution Date, and (iv) the Aggregate Class D Interest Distributable Amount as of such Distribution Date. Aggregate Noteholders' Principal Distributable Amount: With respect to any Distribution Date, the sum of (i) the Noteholders' Regular Principal Distributable Amount as of such Distribution Date, (ii) the Aggregate Noteholders' Priority Principal Distributable Amount as of such Distribution Date, (iii) the Noteholders' Additional Principal Distributable Amount, and (iv) the Mandatory Prepayment Amount. Aggregate Noteholders' Priority Principal Distributable Amount: With respect to any Distribution Date, the sum of (i) the First Priority Principal Distributable Amount, (ii) the Second Priority Principal Distributable Amount, and (iii) the Third Priority Principal Distributable Amount, each as of such Distribution Date. 2 Aggregate Note Principal Balance: With respect to the close of business on a Distribution Date, the sum of the Note Principal Balances for all classes of CARAT 2007-SN1 Notes. Aggregate Overcollateralization Amount: $193,751,486.50 which is the excess of the Aggregate Initial ABS Value over the initial Aggregate Note Principal Balance. Aggregate Residual Losses: As defined in Exhibit A of the COLT Servicing Agreement. Aggregate Secured Note Principal Balance: As defined in Exhibit A of the COLT Servicing Agreement. Annual Statement of Compliance: The Officer's Certificate required to be delivered by the Issuer, pursuant to Section 3.9 of the CARAT Indenture or the officer's certificate required to be delivered by the Trust Administrator pursuant to Section 4.01(a) of the Trust Sale and Administration Agreement, as applicable. Applicable CARAT Trustee: So long as the Aggregate Note Principal Balance is greater than zero and the CARAT Indenture has not been discharged in accordance with its terms, the CARAT Indenture Trustee, and thereafter, the CARAT Owner Trustee. Authorized Officer: With respect to the Issuer, any officer or agent acting under power of attorney of the CARAT Owner Trustee who is authorized to act for the CARAT Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the CARAT Owner Trustee to the CARAT Indenture Trustee on the Series 2007-SN1 Closing Date (as such list may be modified or supplemented from time to time thereafter) or the power of attorney and, so long as the Trust Sale and Administration Agreement is in effect, any officer of the Trust Administrator who is authorized to act for the Trust Administrator in matters relating to the Issuer and to be acted upon by the Trust Administrator pursuant to the Trust Sale and Administration Agreement and who is identified on the list of Authorized Officers delivered by the Trust Administrator to the CARAT Indenture Trustee on the Series 2007-SN1 Closing Date (as such list may be modified or supplemented from time to time thereafter). Bankruptcy Code: Title 11 of the United States Code, as the same may be amended from time to time. Basic Servicing Fee: As defined in Exhibit A of the COLT Servicing Agreement. Basic Servicing Fee Rate: 1.00% per annum. Benefit Plan: Any of (i) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a "plan" described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or a plan in such entity. Book Entry Notes: A beneficial interest in the CARAT 2007-SN1 Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the CARAT Indenture. 3 Business Day: Any day other than a Saturday, a Sunday or any other day on which banks in Wilmington Delaware; New York, New York; Detroit, Michigan or Chicago, Illinois, and with respect to LIBOR, London, England may, or are required to, remain closed. CARAT 2007-SN1 Certificate: Any one of the CARAT 2007-SN1 Asset Backed Certificates executed by the Trust and authenticated by the CARAT Owner Trustee in substantially the form set forth in Exhibit A to the Trust Agreement. CARAT 2007-SN1 Certificate of Trust: The certificate of trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Act. CARAT 2007-SN1 Certificateholder: A Person in whose name a CARAT 2007-SN1 Certificate is registered pursuant to the terms of the Trust Agreement. CARAT 2007-SN1 Certificate Owner: If the CARAT 2007-SN1 Certificate is delivered as a book-entry certificate pursuant to Section 3.4(c) of the Trust Agreement, the Person who is the beneficial owner of such book-entry certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). CARAT 2007-SN1 Noteholders: Holders of record of the CARAT 2007-SN1 Notes pursuant to the CARAT Indenture and with respect to any class of CARAT 2007-SN1 Notes, holders of record of such class of CARAT 2007-SN1 Notes pursuant to the CARAT Indenture. CARAT 2007-SN1 Notes: The Class A-1 Notes, the Class A-2 Notes the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes issued by the Trust pursuant to the CARAT Indenture. CARAT Basic Documents: The CARAT 2007-SN1 Certificate of Trust, the Trust Agreement, the Pooling and Administration Agreement (including the First Step Secured Notes Assignment), the Trust Sale and Administration Agreement (including the Second Step Secured Notes Assignment), the Triparty Agreement, the CARAT Indenture, any Interest Rate Swap, the Swap Counterparty Rights Agreement, the Note Depository Agreement, the CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates. CARAT Collection Account: The account designated as such, established and maintained pursuant to Section 5.01(a)(i) of the Trust Sale and Administration Agreement. CARAT Event of Default: An event described in Section 5.1 of the CARAT Indenture. CARAT Event of Default Proceeds: As defined in Section 8.01(b) of the Trust Sale and Administration Agreement. CARAT Event of Default Sale: As defined in Section 8.01(b) of the Trust Sale and Administration Agreement. 4 CARAT Indenture: The CARAT Indenture, dated as of the Series 2007-SN1 Closing Date, between the Issuer and the CARAT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time. CARAT Indenture Trustee: The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States, not in its individual capacity but solely as trustee under the CARAT Indenture, or any successor thereto. CARAT Owner Trust Estate: All right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Trust Sale and Administration Agreement, all funds on deposit from time to time in the CARAT Collection Account and the Certificate Distribution Account and all other property of the Trust from time to time, including any rights of the CARAT Owner Trustee and the Trust pursuant to the Trust Sale and Administration Agreement. CARAT Owner Trustee: Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as trustee under the Trust Agreement, or any successor thereto. CARAT Trust Estate: All money, instruments, rights and other property that are subject or intended to be subject to the Lien of the CARAT Indenture for the benefit of the Secured Parties (including all property and interests Granted to the CARAT Indenture Trustee), including all proceeds thereof, pledged to the CARAT Indenture Trustee pursuant to the CARAT Indenture. CARI: Capital Auto Receivables LLC, a Delaware limited liability company formerly known as Capital Auto Receivables, Inc. Certificate Distribution Account: The account, if applicable, designated as such, established and maintained pursuant to Section 5.1(a) of the Trust Agreement. Certificate of Trust: The certificate of trust of the Trust substantially in the form of Exhibit B to the Trust Agreement filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Act. Certificate Register: The register of CARAT 2007-SN1 Certificates specified in Section 3.4 of the Trust Agreement. Certificate Registrar: The registrar at any time of the Certificate Register, appointed pursuant to Section 3.4(a) of the Trust Agreement. Certificateholder: A Person in whose name a CARAT 2007-SN1 Certificate is registered pursuant to the terms of the Trust Agreement. Class A Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class A Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited 5 in the Note Distribution Account on such Distribution Date in respect of interest for the Class A Notes. Class A Notes: Collectively, the Class A-1a Notes, the Class A-1b Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes and the Class A-4 Notes. Class A-1 Notes: Collectively, the Class A-1a Notes and the Class A-1b Notes. Class A-1a Notes: The 5.366% Asset Backed Notes, Class A-1a in the initial aggregate principal balance of $315,000,000 issued pursuant to the CARAT Indenture. Class A-1b Notes: The LIBOR + 0.00% Asset Backed Notes, Class A-1b in the initial aggregate principal balance of $100,000,000 issued pursuant to the CARAT Indenture. Class A-2 Notes: Collectively, the Class A-2a Notes and the Class A-2b Notes. Class A-2a Notes: The 5.40% Asset Backed Notes, Class A-2a in the initial aggregate principal balance of $175,000,000 issued pursuant to the CARAT Indenture. Class A-2b Notes: The LIBOR + 0.03% Asset Backed Notes, Class A-2b in the initial aggregate principal balance of $480,000,000 issued pursuant to the CARAT Indenture. Class A-3 Notes: collectively, the Class A-3a Notes and the Class A-3b Notes. Class A-3a Notes: The 5.38% Asset Backed Notes, Class A-3a in the initial aggregate principal balance of $140,000,000 issued pursuant to the CARAT Indenture. Class A-3b Notes: The LIBOR + 0.06% Asset Backed Notes, Class A-3b in the initial aggregate principal balance of $520,000,000 issued pursuant to the CARAT Indenture. Class A-4 Notes: The LIBOR + 0.10% Asset Backed Notes, Class A-4 in the initial aggregate principal balance of $405,007,000 issued pursuant to the CARAT Indenture. Class B Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class B Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such current Distribution Date in respect of interest for the Class B Notes. Class B Notes: The 5.52% Asset Backed Notes, Class B in the initial aggregate principal balance of $56,250,000 issued pursuant to the CARAT Indenture. Class C Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class C Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such current Distribution Date in respect of interest for the Class C Notes. 6 Class C Notes: The 5.73% Asset Backed Notes, Class C in the initial aggregate principal balance of $55,000,000 issued pursuant to the CARAT Indenture. Class D Interest Carryover Shortfall: With respect to any Distribution Date, as of the close of business on such Distribution Date, the excess of (i) the Aggregate Class D Interest Distributable Amount for such Distribution Date over (ii) the amount that was actually deposited in the Note Distribution Account on such current Distribution Date in respect of interest for the Class D Notes. Class D Notes: The 6.05% Asset Backed Notes, Class D in the initial aggregate principal balance of $60,000,000 issued pursuant to the CARAT Indenture. Clearing Agency: An organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. The initial Clearing Agency shall be The Depository Trust Company. Clearing Agency Participant: A securities broker, dealer, bank, trust company, clearing corporation or other financial institution or other Person for whom from time to time a Clearing Agency effects book entry transfers and pledges of securities deposited with the Clearing Agency. Clearstream: Clearstream, Luxembourg, societe anonyme (formerly known as Cedelbank), a corporation organized under the laws of the Duchy of Luxembourg. Closing Date: June 7, 2007 Code: The Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated thereunder. Collateral: The collateral specified in the Granting Clause of the CARAT Indenture. COLT: The trust created on December 13, 2006 by the Declaration of Trust known as the "Central Originating Lease Trust," "COLT" or "C.O.L. Trust," a Delaware statutory trust. COLT 2007-SN1 Basic Documents: As defined in Exhibit A of the COLT Servicing Agreement. COLT 2007-SN1 Secured Note Rate: As defined in Exhibit A of the COLT Servicing Agreement. COLT 2007-SN1 Secured Notes: The COLT 2007-SN1 Secured Notes issued by COLT and listed on the Schedule of COLT 2007-SN1 Secured Notes. COLT 2007-SN1 Trust Estate: As defined in Exhibit A of the COLT Servicing Agreement. COLT Indenture: The COLT 2007-SN1 Indenture, dated as of the Series 2007-SN1 Closing Date, between COLT and the COLT Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time. 7 COLT Indenture Trustee: The Bank of New York Trust Company, N.A., a national banking association organized under the laws of the United States, not in its individual capacity but solely as trustee under the COLT Indenture, or any successor thereto. COLT Owner Trustee: Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as trustee under the Declaration of Trust, or any successor thereto. COLT Pull Ahead Funding Agreement: As defined in Exhibit A of the COLT Servicing Agreement. COLT Sale and Contribution Agreement: The COLT 2007-SN1 Sale and Contribution Agreement, dated as of the Series 2007-SN1 Closing Date, between COLT and GMAC, as the Seller, as the same may be amended, supplemented or otherwise modified from time to time. COLT Servicing Agreement: The COLT 2007-SN1 Servicing Agreement, dated as of the Series 2007-SN1 Closing Date, between COLT and GMAC, as Servicer, as the same may be amended, supplemented or otherwise modified from time to time. Commission: The Securities and Exchange Commission. Contingent Interest Rate Swap: Each interest rate swap agreement, including the schedule and confirmation related thereto, between GMAC and the Trust, as executed and delivered on the Series 2007-SN1 Closing Date, as the same may become effective as provided in the Triparty Agreement or be amended, supplemented, renewed, extended or replaced from time to time. Controlling Class: Shall be (a) so long as any Class A Notes are outstanding, the Class A Notes, (b) if the Class A Notes are no longer outstanding but any Class B Notes are outstanding, the Class B Notes, (c) if the Class A Notes and the Class B Notes are no longer outstanding but any Class C Notes are outstanding, the Class C Notes, and (d) if the Class A Notes, the Class B Notes and the Class C Notes are no longer outstanding but any Class D Notes are outstanding, the Class D Notes. Corporate Trust Office: With respect to the CARAT Indenture Trustee or the CARAT Owner Trustee, the principal office at which at any particular time the corporate trust business of the CARAT Indenture Trustee or CARAT Owner Trustee, respectively, shall be administered, which offices at the Series 2007-SN1 Closing Date are located, in the case of the CARAT Indenture Trustee, at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attn: Asset-Backed Securities, and in the case of the CARAT Owner Trustee, at Deutsche Bank Trust Company Delaware, 1011 Centre Road, Suite 200, Wilmington, DE 19805-1266, Attn: Corporate Trust Department. Customary Servicing Practices: The customary servicing practices, procedures and policies utilized by the Servicer with respect to automotive leases that it services for itself and others, as such practices, procedures and policies may be changed from time to time. Cutoff Date: As defined in Exhibit A of the COLT Servicing Agreement. 8 DBRS: DBRS Inc., or any successor thereto. Dealer: As defined in Exhibit I to the Declaration. Dealer Agreement: An existing agreement between GMAC and a Dealer with respect to a Series 2007-SN1 Lease Asset. Declaration of Trust or Declaration: The Declaration of Trust by Deutsche Bank Trust Company Delaware, as COLT Owner Trustee, dated as of December 13, 2006, acknowledged, accepted and agreed to by Central Originating Lease, LLC, as the same may be amended, supplemented or otherwise modified from time to time. Default: Any occurrence that is, or with notice or the lapse of time or both would become, an CARAT Event of Default. Defaulting Party: As defined in the Interest Rate Swap. Definitive Notes: The CARAT 2007-SN1 Notes issued in the form of definitive notes pursuant to Section 2.12 or Section 2.15 of the CARAT Indenture. Designated Account Property: The Designated Accounts, all cash, investments, Financial Assets, securities and investment property held from time to time in any Designated Account (whether in the form of deposit accounts, Physical Property, book-entry securities, Uncertificated Securities or otherwise) and all proceeds of the foregoing but excluding all Investment Earnings thereon. Designated Accounts: The CARAT Collection Account and the Note Distribution Account, collectively. Determination Date: The 10th day of each calendar month, or if such 10th day is not a Business Day, the next succeeding Business Day. Distribution Date: With respect to a Monthly Period, the 15th day of the next succeeding calendar month or, if such 15th day is not a Business Day, the next succeeding Business Day, commencing June 15, 2007. Early Termination Date: As defined in each Interest Rate Swap. Eligible Deposit Account: Either (i) a segregated account with an Eligible Institution or (ii) a segregated trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any State (or any domestic branch of a foreign bank), having corporate trust powers and acting as trustee for funds deposited in such account, so long as any of the securities of such depository institution have a credit rating from each Rating Agency in one of its generic rating categories which signifies investment grade. Eligible Institution: Either (i) the corporate trust department of the CARAT Indenture Trustee or the CARAT Owner Trustee or (ii) a depository institution organized under the laws 9 of the United States of America or any State (or any domestic branch of a foreign bank), (A) which has either (1) a long-term unsecured debt rating acceptable to the Rating Agencies or (2) a short-term unsecured debt rating or certificate of deposit acceptable to the Rating Agencies and (B) whose deposits are insured by the FDIC. Eligible Investments: Book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence: (i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America; (ii) demand deposits, time deposits or certificates of deposit of any depository institution or trust company incorporated under the laws of the United States of America or any State (or any domestic branch of a foreign bank) and subject to supervision and examination by federal or State banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein, the commercial paper or other short-term unsecured debt obligations (other than such obligations the rating of which is based on the credit of a Person other than such depository institution or trust company) thereof shall have a credit rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby; (iii) commercial paper having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby; (iv) investments in money market or common trust funds having a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations or certificates of deposit granted thereby (including funds for which the CARAT Indenture Trustee or the CARAT Owner Trustee or any of their respective Affiliates is investment manager or advisor, so long as such fund shall have such rating); (v) bankers' acceptances issued by any depository institution or trust company referred to in clause (ii) above; (vi) repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with (A) a depository institution or trust company (acting as principal) described in clause (ii) or (B) a depository institution or trust company (x) the deposits of which are insured by FDIC or (y) the counterparty for which has a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations, the collateral for which is held by a custodial bank for the benefit of the Trust or the CARAT Indenture Trustee, is marked to market daily and is maintained in an amount that exceeds the amount of such repurchase obligation, and which is required to be liquidated immediately upon the amount of such collateral being less than the amount of such 10 repurchase obligation (unless the counterparty immediately satisfies the repurchase obligation upon being notified of such shortfall); (vii) (solely in the case of the Reserve Account), the Class A-1 Notes; (viii) commercial paper master notes having, at the time of the investment or contractual commitment to invest therein, a rating from each of the Rating Agencies in the highest investment category for short-term unsecured debt obligations; and (ix) any other investment permitted by each of the Rating Agencies; in each case, unless otherwise permitted by the Rating Agencies, maturing (A) not later than the Business Day immediately preceding the next Distribution Date or (B) on such next Distribution Date if either (x) such investment is issued by the institution with which the Note Distribution Account is then maintained or (y) the CARAT Indenture Trustee (so long as the short-term unsecured debt obligations of the CARAT Indenture Trustee are rated at least F1 by Fitch, A-1 by S&P and R-1 by DBRS on the date such investment is made) shall advance funds on such Distribution Date to the Note Distribution Account in the amount payable on such investment on such Distribution Date pending receipt thereof to the extent necessary to make distributions on the CARAT 2007-SN1 Notes on such Distribution Date. The provisions in clauses (ii), (iii), (iv), (vi) and (vii) above requiring that certain investments be rated in the highest investment category granted by each Rating Agency require such rating from S&P and, if Fitch or DBRS is then rating such investment, from Fitch and DBRS, respectively. For purposes of the foregoing, unless the CARAT Indenture Trustee objects at the time an investment is made, the CARAT Indenture Trustee shall be deemed to have agreed to make such advance with respect to such investment. Entitlement Holder: Has the meaning given such term in Section 8-102(a)(7) of the New York UCC. ERISA: The Employee Retirement Income Security Act of 1974, as amended. ERISA Affiliate: As defined in Exhibit A of the COLT Servicing Agreement. Euroclear: Euroclear Bank SA/NV, Brussels office, as operator of the Euroclear system. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Date: As defined in Section 2.1(b) of the CARAT Indenture. Event of Default Sale Notice: As defined in Section 5.4 of the CARAT Indenture. Executive Officer: With respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof. Expenses: The expenses described in Section 6.9 of the Trust Agreement. 11 FDIC: Federal Deposit Insurance Corporation or any successor agency. Final Scheduled Distribution Date: With respect to any CARAT 2007-SN1 Notes, the Distribution Date in the month and year set forth below opposite such CARAT 2007-SN1 Notes: Class A-1a Notes: June 16, 2008; Class A-1b Notes: June 16, 2008; Class A-2a Notes: October 15, 2009 Class A-2b Notes: October 15, 2009; Class A-3a Notes: July 15, 2010 Class A-3b Notes: July 15, 2010 Class A-4 Notes: February 15, 2011 Class B Notes: March 15, 2011; Class C Notes: March 15, 2011; and Class D Notes: January 17, 2012. Financial Asset: Has the meaning given such term in Article 8 of the New York UCC. As used herein, the Financial Asset "related to" a Security Entitlement is the Financial Asset in which the entitlement holder (as defined in Article 8 of the New York UCC) holding such Security Entitlement has the rights and property interest specified in Article 8 of the New York UCC. Financial Parties: The CARAT 2007-SN1 Noteholders, the CARAT 2007-SN1 Certificateholders and, so long as any Interest Rate Swaps are in effect, the Swap Counterparty. First Priority Principal Distributable Amount: With respect to any Distribution Date, an amount equal to the excess, if any, of (i) the aggregate Note Principal Balance of the Class A Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes on such preceding Distribution Date) (or with respect to the first Distribution Date, on the Series 2007-SN1 Closing Date) over (ii) the Aggregate ABS Value at the close of business on the last day of the related Monthly Period. First Step Purchased Property: As defined in Section 2.1 of the Pooling and Administration Agreement. First Step Secured Notes Assignment: As defined in Section 2.2 of the Pooling and Administration Agreement. Fitch: Fitch, Inc., or any successor thereto. Fixed Rate Notes: Collectively, the Class A-1a Notes, the Class A-2a Notes, the Class A-3a Notes, the Class B Notes, the Class C Notes and the Class D Notes. Floating Rate Notes: Collectively, the Class A-1b Notes, the Class A-2b Notes, the Class A-3b Notes and the Class A-4 Notes. Further Transfer and Administration Agreements: As defined in the recitals to the Pooling and Administration Agreement. 12 General Motors: General Motors Corporation, a Delaware corporation. GMAC: GMAC LLC, a Delaware limited liability company formerly known as General Motors Acceptance Corporation. GMAC Interest Rate Swap: Each interest rate swap agreement, including the schedule and confirmation related thereto, between GMAC and the Swap Counterparty in effect on the Series 2007-SN1 Closing Date, as the same may be amended, supplemented, renewed, extended or replaced from time to time. Grant: To mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon, a security interest in and right of set-off against, deposit, set over and confirm pursuant to the CARAT Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the Granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of, the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Granting party or otherwise and generally to do and receive anything that the Granting party is or may be entitled to do or receive thereunder or with respect thereto. Holder: The Person in whose name a CARAT 2007-SN1 Note or CARAT 2007-SN1 Certificate is registered on the Note Register or the Certificate Register, as applicable. Indemnified Parties: The Persons specified in Section 6.9 of the Trust Agreement. Independent: When used with respect to any specified Person, that the Person (i) is in fact independent of the Issuer, any other obligor upon the CARAT 2007-SN1 Notes, the Seller and any Affiliate of any of the foregoing Persons, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. Independent Certificate: A certificate or opinion to be delivered to the CARAT Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the CARAT Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the CARAT Indenture Trustee in the exercise of reasonable care, and stating that the signer has read the definition of "Independent" in the CARAT Indenture and that the signer is Independent within the meaning thereof. Initial Aggregate Secured Note Principal Balance: $2,325,007,063.65. Intercompany Advance Agreement: The CARI Intercompany Advance Agreement dated as of March 25, 2004, between CARI and GMAC, as amended and supplemented from time to time. 13 Intercompany Note: The Intercompany Note issued by CARI to GMAC under the Intercompany Advance Agreement. Interest Rate: With respect to each class of CARAT 2007-SN1 Notes, the per annum rate set forth below: Class A-1a Notes: 5.366% Class A-1b Notes: LIBOR +0.00% Class A-2a Notes: 5.40% Class A-2b Notes: LIBOR + 0.03% Class A-3a Notes: 5.38% Class A-3b Notes: LIBOR + 0.06% Class A-4 Notes: LIBOR + 0.10% Class B Notes: 5.52% Class C Notes: 5.73% Class D Notes: 6.05% Interest Rate Swap: Each interest rate swap agreement, including all schedules and confirmations related thereto, between the Issuer and the Swap Counterparty, in effect on the Series 2007-SN1 Closing Date, as the same may be amended, supplemented, renewed, extended or replaced from time to time. From and after the date, if any, on which any Contingent Interest Rate Swaps become effective as provided in the Triparty Agreement, each shall constitute an "Interest Rate Swap" for all purposes under the CARAT Basic Documents. Interested Parties: As defined in the recitals to the Pooling and Administration Agreement. Investment Company Act: The Investment Company Act of 1940, as the same may be amended from time to time. Investment Earnings: Investment earnings on funds deposited in the Designated Accounts and the Certificate Distribution Account, net of losses and investment expenses. Issuer: The party named as such in the Trust Sale and Administration Agreement and in the CARAT Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the CARAT 2007-SN1 Notes. Issuer Order: A written order signed in the name of the Issuer by any one of its Authorized Officers and delivered to the CARAT Indenture Trustee. Issuer Request: A written request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the CARAT Indenture Trustee. Lease: Any automobile and light truck lease sold, assigned, transferred or conveyed to COLT, including all other agreements related thereto and all rights and obligations thereunder. Lease Asset: A Lease and the Vehicle related thereto. 14 Lessee: With respect to any Series 2007-SN1 Lease Asset, the lessee or the co-lessees of the Vehicle and any guarantor of the Lease comprising such Lease Asset. LIBOR: With respect to the initial Distribution Date, 5.32%; with respect to each Distribution Date other than the initial Distribution Date, the rate for deposits in U.S. Dollars for a period of one month which appears on Reuters Telerate Service Page 3750 as of 11:00 a.m., London time, on the day that is two Business Days prior to the preceding Distribution Date. If such rate does not appear on that date on Telerate Service Page 3750 (or any other page as may replace that page on that service, or if that service is no longer offered, any other service for displaying LIBOR or comparable rates as may be selected by the CARAT Indenture Trustee after consultation with the Seller), then LIBOR will be the Reference Bank Rate. Lien: Any security interest, lien, charge, pledge, equity, encumbrance or adverse claim of any kind other than tax liens, mechanics' liens and any liens that attach by operation of law. Mandatory Prepayment Amount: As defined in Section 4.05(b)(xi) of the Trust Sale and Administration Agreement. Monthly Lease Payment: As defined in Exhibit A of the COLT Servicing Agreement. Monthly Payment Advance: As defined in Exhibit A of the COLT Servicing Agreement. Monthly Period: Each calendar month (or, in the case of the first Monthly Period, the period from and including the Series 2007-SN1 Closing Date to and including May 31, 2007). With respect to any Distribution Date, the "related Monthly Period" is the Monthly Period preceding the calendar month in which such Distribution Date occurs. New York UCC: The UCC as in effect on the Series 2007-SN1 Closing Date in the State of New York, and as it may be amended from time to time. Note Class Interest Distributable Amount: With respect to any class of CARAT 2007-SN1 Notes and any Distribution Date, the product of (i) the outstanding principal balance of such class of CARAT 2007-SN1 Notes as of the close of business on the preceding Distribution Date (or, in the case of the first Distribution Date, the outstanding principal balance of such class of CARAT 2007-SN1 Notes on the Series 2007-SN1 Closing Date) and (ii) in the case of (a) the Fixed Rate Notes (other than the Class A-1 Notes), one-twelfth of the Interest Rate for such class (or, in the case of the first Distribution Date, the Interest Rate for such class, multiplied by a fraction, the numerator of which is 61 and the denominator of which is 360) and (b) the Floating Rate Notes and the Class A-1 Notes, the product of the Interest Rate for such class of CARAT 2007-SN1 Notes for such Distribution Date and a fraction, the numerator of which is the number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Series 2007-SN1 Closing Date), to but excluding that Distribution Date and the denominator of which is 360. Note Depository: The depository from time to time selected by the CARAT Indenture Trustee on behalf of the Trust in whose name the CARAT 2007-SN1 Notes are registered prior to the issue of Definitive Notes. The first Note Depository shall be Cede & Co., the nominee of the initial Clearing Agency. 15 Note Depository Agreement: The agreement, dated as of the Series 2007-SN1 Closing Date, between the Issuer and The Depository Trust Company, as the initial Clearing Agency relating to the CARAT 2007-SN1 Notes, substantially in the form of Exhibit B to the CARAT Indenture, as the same may be amended and supplemented from time to time. Note Distribution Account: The account designated as such, established and maintained pursuant to Section 5.01(a)(ii) of the Trust Sale and Administration Agreement. Note Owner: With respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an Indirect Participant, in each case in accordance with the rules of such Clearing Agency). Note Pool Factor: With respect to any class of CARAT 2007-SN1 Notes and any Distribution Date, an amount expressed to the seventh decimal place and computed by the Trust Administrator which is equal to the Note Principal Balance for such class as of the close of business on such Distribution Date divided by the initial Note Principal Balance for such class. Note Principal Balance: With respect to any class of the CARAT 2007-SN1 Notes and any Distribution Date, the initial aggregate principal balance of such class of the CARAT 2007-SN1 Notes, reduced by all previous payments to the CARAT 2007-SN1 Noteholders of such class in respect of principal of such CARAT 2007-SN1 Notes. Note Register: With respect to any class of the CARAT 2007-SN1 Notes, the register of such CARAT 2007-SN1 Notes specified in Section 2.4 of the CARAT Indenture. Note Registrar: The registrar at any time of the Note Register, appointed pursuant to Section 2.4 of the CARAT Indenture. Noteholders' Interest Distributable Amount: For any Distribution Date, the Aggregate Class Interest Distributable Amount for the Controlling Class. Noteholders' Additional Principal Distributable Amount: For any Distribution Date, the lesser of: (A) the Aggregate Note Principal Balance as of the close of the immediately preceding Distribution Date or in the case of the first Distribution Date, the Aggregate Note Principal Balance on the Series 2007-SN1 Closing Date; and (B) the excess, if any, of (i) the Aggregate Note Principal Balance on such Distribution Date (after giving effect to any Noteholders Regular Principal Distributable Amount with respect to such Distribution Date), over (ii) the result of the Aggregate ABS Value at the close of business on the last day of the related Monthly Period, minus the Target Aggregate Overcollateralization Amount. Noteholders' Regular Principal Distributable Amount: For any Distribution Date, the lesser of: 16 (A) the Aggregate Note Principal Balance as of the close of the immediately preceding Distribution Date or in the case of the first Distribution Date, the Aggregate Note Principal Balance on the Series 2007-SN1 Closing Date; and (B) the excess, if any, of (i) the Aggregate Note Principal Balance on such Distribution Date (after giving effect to any Aggregate Noteholders Priority Principal Distributable Amount with respect to such Distribution Date), over (ii) the result of the Aggregate ABS Value at the close of business on the last day of the related Monthly Period, minus the sum of the Aggregate Overcollateralization Amount and the total of all amounts deposited in the Note Distribution Account on all prior Distribution Dates, if any, pursuant to clause (xiii) of Section 4.05 of the Trust Sale and Administration Agreement (or in the case of the first Distribution Date, $0.). Notwithstanding the foregoing, on the Final Scheduled Distribution Date for any class of the CARAT 2007-SN1 Notes, the Noteholders' Regular Principal Distributable Amount shall equal the greater of (i) the amount specified above and (ii) the excess of (x) the Note Principal Balance of such class of CARAT 2007-SN1 Notes as of the close of business on the preceding Distribution Date, over (y) the Aggregate Noteholders' Priority Principal Distributable Amount allocable to such class on such Distribution Date in accordance with the priorities specified in Section 8.2(c) of the CARAT Indenture. Officer's Certificate: A certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the CARAT Indenture, and delivered to the CARAT Indenture Trustee. Unless otherwise specified in the CARAT Indenture, any reference in the CARAT Indenture to an officer's certificate shall be to an Officer's Certificate of any Authorized Officer of the Issuer. Opinion of Counsel: A written opinion of counsel, who may, except as otherwise expressly provided, be an employee of the Seller or the Trust Administrator. In addition, for purposes of the CARAT Indenture: (i) such counsel shall be satisfactory to the CARAT Indenture Trustee; (ii) the opinion shall be addressed to the CARAT Indenture Trustee as Trustee; and (iii) the opinion shall comply with any applicable requirements of Section 11.1 of the CARAT Indenture and shall be in form and substance satisfactory to the CARAT Indenture Trustee. Optional Purchase Date: As defined in Section 8.01(a) of the Trust Sale and Administration Agreement. Optional Purchase Percentage: 2%. Outstanding: With respect to the CARAT 2007-SN1 Notes, as of any date of determination, all CARAT 2007-SN1 Notes theretofore authenticated and delivered under the CARAT Indenture except: (i) CARAT 2007-SN1 Notes theretofore cancelled by the CARAT Indenture Trustee or delivered to the CARAT Indenture Trustee for cancellation; 17 (ii) CARAT 2007-SN1 Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the CARAT Indenture Trustee or any Paying Agent in trust for the Holders of such CARAT 2007-SN1 Notes; provided, however, that if such CARAT 2007-SN1 Notes are to be redeemed, notice of such redemption has been duly given pursuant to the CARAT Indenture or provision therefor, satisfactory to the CARAT Indenture Trustee, has been made; and (iii) CARAT 2007-SN1 Notes in exchange for or in lieu of other CARAT 2007-SN1 Notes which have been authenticated and delivered pursuant to the CARAT Indenture unless proof satisfactory to the CARAT Indenture Trustee is presented that any such CARAT 2007-SN1 Notes are held by a Protected Purchaser; provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the CARAT 2007-SN1 Notes or of the Controlling Class have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any CARAT Basic Document, CARAT 2007-SN1 Notes both legally and beneficially owned by the Issuer, any other obligor upon the CARAT 2007-SN1 Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the CARAT Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only CARAT 2007-SN1 Notes that the CARAT Indenture Trustee knows to be so owned shall be so disregarded. CARAT 2007-SN1 Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the CARAT Indenture Trustee the pledgor's right so to act with respect to such CARAT 2007-SN1 Notes and that the pledgee is not the Issuer, any other obligor upon the CARAT 2007-SN1 Notes, the Seller or any Affiliate of any of the foregoing Persons. Outstanding Amount: As of any date, the aggregate principal amount of all CARAT 2007-SN1 Notes or a class of CARAT 2007-SN1 Notes, as applicable, Outstanding at such date. Owner: As defined in Section 1.02 of the Pooling and Administration Agreement. Paying Agent: With respect to the CARAT Indenture, the CARAT Indenture Trustee or any other Person that meets the eligibility standards for the CARAT Indenture Trustee specified in Section 6.11 of the CARAT Indenture and is authorized by the Issuer to make the payments to and distributions from the CARAT Collection Account and the Note Distribution Account, including payment of principal of or interest on the CARAT 2007-SN1 Notes on behalf of the Issuer. With respect to the Trust Agreement, any paying agent or co-paying agent appointed pursuant to Section 3.9 of the Trust Agreement that meets the eligibility standards for the CARAT Owner Trustee specified in Section 6.13 of the Trust Agreement. The initial Paying Agent under the CARAT Indenture shall be the CARAT Indenture Trustee. Pension Plan: A "pension plan" as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than any "multiemployer plan" as such term is defined in Section 4001(a)(3) of ERISA) and to which GMAC or any ERISA Affiliate may have any liability. 18 Perfection Representations: The representations, warranties and covenants set forth in Appendix C to the Trust Sale and Administration Agreement. Permanent Regulation S Global Class A-1 Notes: As defined in Section 2.1(b) of the CARAT Indenture. Person: Any legal person, including any individual, corporation, partnership, joint venture, association, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. Physical Property: (i) Bankers' acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute "instruments" within the meaning of Section 9-102(47) of the New York UCC and are susceptible of physical delivery and (ii) Security Certificates. Pooling and Administration Agreement: The Pooling and Administration Agreement, dated as of the Series 2007-SN1 Closing Date, between GMAC and the Seller, as the same may be amended, supplemented or otherwise modified from time to time. Predecessor Note: With respect to any particular CARAT 2007-SN1 Note, every previous CARAT 2007-SN1 Note evidencing all or a portion of the same debt as that evidenced by such particular CARAT 2007-SN1 Note; and, for the purpose of this definition, any CARAT 2007-SN1 Note authenticated and delivered under Section 2.5 of the CARAT Indenture in lieu of a mutilated, lost, destroyed or stolen CARAT 2007-SN1 Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen CARAT 2007-SN1 Note. Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding. Protected Purchaser: As defined in Exhibit A of the COLT Servicing Agreement. Pull Ahead Lease Asset: As defined in Exhibit A of the COLT Servicing Agreement. Pull Ahead Payment: As defined in Exhibit A of the COLT Servicing Agreement. Rated Notes: With respect to the COLT 2007-SN1 Secured Notes, each class of notes secured by an interest in the COLT 2007-SN1 Secured Notes which has been rated by a Rating Agency at the request of the Servicer. Rating Agencies: As of any date, the nationally recognized statistical rating organizations requested by the Seller to provide ratings on the CARAT 2007-SN1 Notes or the CARAT 2007-SN1 Certificates, which are rating the CARAT 2007-SN1 Notes or the CARAT 2007-SN1 Certificates on such date. Rating Agency Condition: With respect to any action, the condition that each Rating Agency shall have been given at least 10 days prior notice thereof and that each of the Rating Agencies (except for Fitch) shall have notified the Seller, the Trust Administrator, the Issuer and 19 the CARAT Indenture Trustee in writing that such action shall not result in a downgrade or withdrawal of the then current rating of the CARAT 2007-SN1 Notes. Record Date: With respect to (i) the CARAT 2007-SN1 Notes and with respect to any Distribution Date, the close of business on the day immediately preceding such Distribution Date, or if Definitive Notes are issued for any class of CARAT 2007-SN1 Notes, with respect to such class of CARAT 2007-SN1 Notes the last day of the preceding Monthly Period; and (ii) the CARAT 2007-SN1 Certificates and with respect to any Distribution Date, the close of business on the date immediately preceding such Distribution Date, or if Definitive Certificates are issued, the last day of the preceding Monthly Period. Redemption Date: As defined in Section 10.1 of the CARAT Indenture. Redemption Price: With respect to the CARAT 2007-SN1 Notes, the unpaid principal amount of such CARAT 2007-SN1 Notes, plus accrued and unpaid interest thereon. Reference Bank Rate: For any Distribution Date other than the initial Distribution Date, a rate determined on the basis of the rates at which deposits in United States dollars are offered by reference banks as of 11:00 a.m., London time, on the day that is two Business Days prior to the immediately preceding Distribution Date to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the then Note Principal Balance of the applicable class of the then outstanding Floating Rate Notes. The reference banks shall be four major banks that are engaged in transactions in the London interbank market, selected by the Indenture Trustee after consultation with the Seller. The CARAT Indenture Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two quotations are provided, the rate will be the arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth of one percent. If on that date fewer than two quotations are provided as requested, the rate will be the arithmetic mean, rounded upwards to the nearest one-sixteenth of one percent, of the rates quoted by one or more major banks in New York City, selected by the CARAT Indenture Trustee after consultation with the Seller, as of 11:00 a.m., New York City time, on that date to leading European banks for United States dollar deposits for a period of one month in amounts approximately equal to the then Note Principal Balance of the applicable class of the then outstanding Floating Rate Notes. If no quotation can be obtained, then the Reference Bank Rate will be the rate from the prior Distribution Date. Registered Holder: The Person in whose name a CARAT 2007-SN1 Note is registered on the Note Register on the applicable Record Date. Regulation AB: Subpart 229.1100: Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time and subject to such clarification and interpretation regulations as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) and as may be provided by the Commission or its staff from time to time. Report of Assessment of Compliance with Servicing Criteria: As defined in Section 4.02(b) of the Trust Sale and Administration Agreement. 20 Repurchase Event: As defined in Section 5.04 of the Pooling and Administration Agreement. Required Deposit Rating: A rating on short-term unsecured debt obligations of "A-1" by S&P and, if Fitch or DBRS is then rating such investment, "F1" by Fitch and "R-1" by DBRS, or otherwise acceptable to the Rating Agencies. Any requirement that short-term unsecured debt obligations have the "Required Deposit Rating" shall mean that such short-term unsecured debt obligations have the foregoing required ratings from each of such rating agencies. Reserve Account: As defined in Exhibit A of the COLT Servicing Agreement. Reserve Account Required Amount: As defined in Exhibit A of the COLT Servicing Agreement. Residual Advance: As defined in Exhibit A of the COLT Servicing Agreement. Responsible Officer: With respect to the CARAT Indenture Trustee or the CARAT Owner Trustee, any officer within the Corporate Trust Office of such trustee having direct responsibility for the administration of the CARAT Indenture or the Trust Agreement, respectively, or with respect to the CARAT Owner Trustee, any agent of the CARAT Owner Trustee acting under a power of attorney, and, with respect to the Trust Administrator, the President, any Vice President, Assistant Vice President, Secretary, Assistant Secretary or any other officer or assistant officer of such Person customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject. Retained Certificates: The CARAT 2007-SN1 Certificates retained by the Seller pursuant to the Trust Agreement. Rule 144A: Rule 144A under the Securities Act. Rule 144A Global Class A-1 Notes: As defined in Section 2.1(b) of the CARAT Indenture. S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or any successor thereto. Schedule of Secured Notes: The schedule of all COLT 2007-SN1 Secured Notes originally held as part of the Trust and on file at the locations listed on Exhibit A of the Trust Sale and Administration Agreement, as such schedule may be amended from time to time. Second Priority Principal Distributable Amount: With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the Aggregate Note Principal Balance of the Class A Notes and the Class B Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on such preceding Distribution Date) (or with respect to the first Distribution Date, on the Series 2007-SN1 Closing Date) over (b) the Aggregate ABS Value at 21 the close of business on the last day of the related Monthly Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date. Second Step Purchased Property: As defined in Section 2.01 of the Trust Sale and Administration Agreement. Second Step Secured Notes Assignment: As defined in Section 2.01 of the Trust Sale and Administration Agreement. Secretary of State: The Secretary of State of the State of Delaware. Secured Note Interest Distributable Amount: As defined in Exhibit A of the COLT Servicing Agreement. Secured Note Percentage: 93.00%. Secured Note Principal Balance: As defined in Exhibit A of the COLT Servicing Agreement. Secured Note Principal Distributable Amount: As defined in Exhibit A of the COLT Servicing Agreement. Secured Note Register: As defined in Exhibit A of the COLT Servicing Agreement. Secured Note Registrar: As defined in Exhibit A of the COLT Servicing Agreement. Secured Notes Purchase Price: The amount described in Section 2.2 of the Pooling and Administration Agreement. Secured Obligations: Obligations consisting of the principal of and interest on, and any other amounts owing in respect of, the CARAT 2007-SN1 Notes and Third Party Instruments, equally and ratably without prejudice, priority or distinction. Secured Parties: Each CARAT 2007-SN1 Noteholder. Securities: The CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates. Securities Act: The Securities Act of 1933, as amended. Securities Intermediary: As defined in Section 5.01(b)(i) of the Trust Sale and Administration Agreement. Security Certificate: Has the meaning given such term in Section 8-102(a)(16) of the New York UCC. Security Entitlement: Has the meaning given such term in Section 8-102(a)(17) of the New York UCC. 22 Securityholder: A Holder of a CARAT 2007-SN1 Note or a CARAT 2007-SN1 Certificate. Seller: The Person executing the Trust Sale and Administration Agreement as the Seller, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Administration Agreement. Senior Swap Termination Payments: Any termination payments payable by the Trust as a result of an Early Termination Date of the Interest Rate Swap relating to the Class A-1b Notes, Class A-2b Notes, the Class A-3b Notes or the Class A-4 Notes, as applicable, due to (i) a Tax Event or Illegality or (ii) any other Event of Default or Termination Event, unless, in the case of this clause (ii), the applicable Swap Counterparty is the Defaulting Party or the sole Affected Party (unless otherwise indicated, terms used in the foregoing clauses (i) and (ii) shall have the respective meanings given to such terms in the Interest Rate Swaps, as the context requires). Series 2007-SN1 Closing Date: As defined in Exhibit A of the COLT Servicing Agreement. Series 2007-SN1 Lease Assets Schedule: As defined in Section 2.19 of the COLT Servicing Agreement. Series 2007-SN1 Lease Assets: As defined in Exhibit A of the COLT Servicing Agreement. Series 2007-SN1 Leases: As defined in Exhibit A of the COLT Servicing Agreement. Servicer: GMAC, as servicer under the COLT Servicing Agreement, or any successor servicer under the COLT Servicing Agreement. Servicer's Certificate: As defined in Exhibit A of the COLT Servicing Agreement. Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB. State: Any one of the 50 states of the United States of America or the District of Columbia. Stated Maturity: The date specified in each COLT 2007-SN1 Secured Note as the fixed date on which the principal of, and interest on, such COLT 2007-SN1 Secured Note is due and payable. Statutory Trust Act: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be amended from time to time. Subordinate Swap Termination Payments: Any termination payments other than Senior Swap Termination Payments payable by the Trust as a result of an Early Termination Date of the Interest Rate Swap relating to the Class A-1b Notes, the Class A-2b Notes, the Class A-3b Notes or the Class A-4 Notes, as applicable. 23 Swap Counterparty: Citibank, N.A., as swap counterparty under each Interest Rate Swap, or any successor or replacement Swap Counterparty from time to time under each Interest Rate Swap. Swap Counterparty Rights Agreement: The Swap Counterparty Rights Agreement, dated as of the Series 2007-SN1 Closing Date, among the Swap Counterparty, the Issuer, GMAC, as Trust Administrator, the Seller, the CARAT Indenture Trustee, and the CARAT Owner Trustee, as amended and supplemented from time to time. Target Aggregate Overcollateralization Amount: $243,750,827.43. Temporary Notes: The Notes specified in Section 2.3 of the CARAT Indenture. Temporary Regulation S Global Class A-1 Notes: As defined in Section 2.1(b) of the CARAT Indenture. Third Party Instrument: Each Interest Rate Swap, each Contingent Interest Rate Swap and the Triparty Agreement. Third Priority Principal Distributable Amount: With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the Aggregate Note Principal Balance of the Class A Notes, the Class B Notes and the Class C Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes on such preceding Distribution Date) (or with respect to the first Distribution Date, on the Series 2007-SN1 Closing Date) over (b) the Aggregate ABS Value at the close of business on the last day of the related Monthly Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date and (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date. Total Available Amount: With respect to any Distribution Date, the sum of: (i) amounts deposited into the CARAT Collection Account on or before such Distribution Date pursuant to Section 3.03(c)(iv) of the COLT Servicing Agreement; (ii) all collections on the COLT 2007-SN1 Secured Notes held by the Trust during the period from the last Distribution Date to but excluding the current Distribution Date; (iii) the amount, if any, paid by the Swap Counterparty to the Trust pursuant to any Interest Rate Swap; (iv) the Warranty Payment or the Administrative Purchase Payment for each COLT 2007-SN1 Secured Note that the Seller repurchased or the Trust Administrator purchased as of the last day of the related Monthly Period; and (v) if such Distribution Date is the Optional Purchase Date, all amounts deposited into the CARAT Collection Account by the Trust Administrator pursuant to Section 8.01(a) of the Trust Sale and Administration Agreement. 24 Treasury Regulations: The regulations, including temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. Triparty Agreement: The Triparty Contingent Assignment Agreement, dated as of the Series 2007-SN1 Closing Date, including all schedules, and confirmations thereto, among the Trust, the Swap Counterparty and GMAC, as the same may be amended, supplemented, renewed, extended or replaced from time to time. Trust: Capital Auto Receivables Asset Trust 2007-SN1, a Delaware statutory trust described in the Trust Agreement. Trust Administrator: The Person executing the Trust Sale and Administration Agreement as the Trust Administrator, or its successor in interest pursuant to Section 6.02 of the Trust Sale and Administration Agreement. Trust Administrator Default: An event described in Section 7.01 of the Trust Sale and Administration Agreement. Trust Administrator's Accounting: A certificate, completed by and executed on behalf of the Trust Administrator, in accordance with Section 3.06 of the Pooling and Administration Agreement. Trust Agreement: The Trust Agreement, dated as of the Series 2007-SN1 Closing Date, between the Seller and the CARAT Owner Trustee, as the same may be amended, supplemented or otherwise modified from time to time. Trust Indenture Act or TIA: The Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided. Trust Sale and Administration Agreement: The Trust Sale and Administration Agreement, dated as of the Series 2007-SN1 Closing Date, between the Seller, the Trust Administrator and the Trust, as the same may be amended, supplemented or otherwise modified from time to time. UCC: The Uniform Commercial Code as in effect in the relevant jurisdiction from time to time. U.S. Person: Any person considered a "United States Person" under Section 770 (a)(30) of the Code. Unaffiliated Certificateholder: Any CARAT 2007-SN1 Certificateholder other than the Seller or an Affiliate of the Seller. Uncertificated Security: Has the meaning given to such term in Section 8-102(a)(18) of the New York UCC. 25 VAULT: Vehicle Asset Universal Leasing Trust, a Delaware statutory trust created under the Statutory Trust Act pursuant to the VAULT Trust Agreement. VAULT Security Agreement: As defined in Exhibit A of the COLT Servicing Agreement. VAULT Trust Agreement: The Second Amended and Restated Trust and Servicing Agreement, dated as of March 25, 2004, between GMAC, as Servicer and Initial Beneficiary, and the VAULT Trustee, as the same may be amended, supplemented or otherwise modified from time to time. VAULT Trustee: The Bank of New York (Delaware), as successor to Chase Bank USA, National Association (f/k/a Chase Manhattan Bank USA, National Association), as trustee of VAULT under the VAULT Trust Agreement. Vehicle: As defined in Exhibit I to the Declaration. Voting Interests: The voting interests in the CARAT 2007-SN1 Certificates. Until such time, if any, as the Seller shall transfer any interest in the CARAT 2007-SN1 Certificates, the Seller shall hold 100% of the Voting Interests. Upon and after any such transfer, the Voting Interests shall be determined as provided in Section 3.4(b) of the Trust Agreement. Warranty Payment: With respect to each Warranty Secured Note, an amount equal to the Secured Note Principal Balance, plus accrued interest calculated at the COLT 2007-SN1 Secured Note Rate, determined as of the close of business on the last day of the Monthly Period prior to the Monthly Period as of which the Seller is required to (or, if earlier, elects to) repurchase such Warranty Secured Note. Warranty Purchaser: The Person described in Section 2.04 of the Trust Sale and Administration Agreement. Warranty Secured Note: A COLT 2007-SN1 Secured Note that the Warranty Purchaser has become obligated to repurchase pursuant to Section 2.04 of the Trust Sale and Administration Agreement. 26 PART II - RULES OF CONSTRUCTION (a) Accounting Terms. As used in this Appendix or the CARAT Basic Documents, accounting terms which are not defined, and accounting terms partly defined, herein or therein shall have the respective meanings given to them under generally accepted accounting principles. To the extent that the definitions of accounting terms in this Appendix or the CARAT Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the CARAT Basic Documents will control. (b) "Hereof," etc. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Appendix or any CARAT Basic Document will refer to this Appendix or such CARAT Basic Document as a whole and not to any particular provision of this Appendix or such CARAT Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any CARAT Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such CARAT Basic Document unless otherwise specified. The word "or" is not exclusive. (c) Reference to Distribution Dates. With respect to any Distribution Date, the "related Monthly Period," and the "related Record Date," will mean the Monthly Period and Record Date, respectively, immediately preceding such Distribution Date, and the relationships among Monthly Periods and Record Dates will be correlative to the foregoing relationships. (d) Number and Gender. Each defined term used in this Appendix or the CARAT Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the CARAT Basic Documents has a comparable meaning whether used in a masculine, feminine or gender-neutral form. (e) Including. Whenever the term "including" (whether or not that term is followed by the phrase "but not limited to" or "without limitation" or words of similar effect) is used in this Appendix or the CARAT Basic Documents in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or exclusive listing of, the items within that classification. APPENDIX B CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-SN1 NOTICE ADDRESSES AND PROCEDURES All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any CARAT Basic Document to be made upon, given or furnished to or filed with the Seller, the Trust Administrator, the CARAT Indenture Trustee, the Issuer, the CARAT Owner Trustee or the Rating Agencies shall be in writing, personally delivered, sent by facsimile with a copy to follow via first class mail or mailed by certified mail-return receipt requested, and shall be deemed to have been duly given upon receipt: (a) in the case of the Seller, at the following address: Capital Auto Receivables LLC Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 Fax: (313) 665-6308 with a copy to: Manager - Securitization, GMAC LLC 200 Renaissance Center 12th Floor, MC: 482-B12-C24 Detroit, MI 48265 Fax: (313) 665-6351 (b) in the case of the Servicer and the Trust Administrator, at the following address: Director - Global Securitization GMAC LLC 200 Renaissance Center 12th Floor, MC: 482-B12-C24 Detroit, MI 48265 Fax: (313) 665-6351 (c) in the case of the CARAT Indenture Trustee, at its Corporate Trust Office, and (d) in the case of the Issuer or the CARAT Owner Trustee, to the CARAT Owner Trustee at its Corporate Trust Office, Deutsche Bank Trust Company Delaware 1011 Centre Road Suite 200 Wilmington, DE 19805-1266 with a copy to: Deutsche Bank Trust Company Americas Attention: Corporate Trust & Agency Services - Structural Financial Services 60 Wall Street, 26th Floor New York, New York 10005 Fax: (212) 553-2462 and with a copy to: Capital Auto Receivables LLC Attention: Manager-Securitization 200 Renaissance Center 12th Floor, MC: 482-B12-C24 Detroit, MI 48265 Fax: (313) 665-6308 The Issuer shall promptly transmit any notice received by it from the CARAT 2007-SN1 Noteholders to the CARAT Indenture Trustee and the CARAT Indenture Trustee shall likewise promptly transmit any notice received by it from the CARAT 2007-SN1 Noteholders to the Issuer: (e) in the case of Standard & Poor's Ratings Services, to Standard & Poor's Ratings Services, 55 Water Street 40th Floor New York, New York 10041 Attention: Asset Backed Surveillance Department, (f) in the case of Fitch, Inc., to Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention: Asset-Backed Surveillance, (g) in the case of DBRS Inc., to DBRS Inc. 140 Broadway, 35th Floor 2 New York, NY 1000 Attn: ABS Performance Analytics, and (h) in the case of Swap Counterparty, to Citibank, N.A. 388 Greenwich, 14th Floor New York, NY 10013 or at such other address as shall be designated by such Person in a written notice to the other parties to this Agreement. Where any CARAT Basic Document provides for notice to CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders of any condition or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each CARAT 2007-SN1 Noteholder or CARAT 2007-SN1 Certificateholders affected by such condition or event, at such Person's address as it appears on the Note Register or CARAT 2007-SN1 Certificate Register, as applicable, not later than the latest date, and not earlier than the earliest date, prescribed in such CARAT Basic Document for the giving of such notice. If notice to CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders shall affect the sufficiency of such notice with respect to other CARAT 2007-SN1 Noteholders or CARAT 2007-SN1 Certificateholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given regardless of whether such notice is in fact actually received. 3 ~~-----END PRIVACY-ENHANCED MESSAGE-----~~