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(i) file with the Indenture Trustee, within fifteen (15) days after the Issuing Entity 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 Issuing Entity 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) file with the Indenture Trustee and 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 the Issuing Entity with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity 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 the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on December 31 of such year.

SECTION 7.4 Reports by Trustee.

(a) If required by TIA § 313(a), within sixty (60) days after each August 15, beginning with August 15, 2008, the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

(b) On each Distribution Date the Indenture Trustee shall include with each payment to each Noteholder a copy of the statement for the related Monthly Period or Periods applicable to such Distribution Date as required pursuant to Section 4.09 of the Trust Sale and Servicing Agreement.

ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the 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 Indenture Trustee pursuant to this Indenture and the Trust Sale and Servicing Agreement. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any

agreement or instrument that is part of the Trust Estate, the 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 Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

SECTION 8.2 Designated Accounts; Payments.

(a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Financial Parties (and with respect to the Reserve Account, for the benefit of the Servicer) the Designated Accounts as provided in Articles IV and V of the Trust Sale and Servicing Agreement.

(b) On or before each Distribution Date, (i) amounts shall be deposited in the Collection Account as provided in Section 4.06 of the Trust Sale and Servicing Agreement and (ii) the Aggregate Noteholders’ Interest Distributable Amount and the Aggregate Noteholders’ Principal Distributable Amount shall be transferred from the Collection Account to the Note Distribution Account as and to the extent provided in Section 4.06 of the Trust Sale and Servicing Agreement.

(c) On each Distribution Date, the Indenture Trustee shall notify the Account Holder to apply and, as required, distribute to the Noteholders all amounts on deposit in the Note Distribution Account (subject to the Servicer’s rights under Section 5.03 of the Trust Sale and Servicing Agreement to Investment Earnings) 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 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 Notes of each applicable Class:

(A) the Aggregate Class A Interest Distributable Amount shall be paid to the holders of the Class A Notes;

(B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes;

(D) the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes;

provided however, if there are not sufficient funds to so pay the entire amount specified in any of the foregoing priorities for a particular class of Notes, then the amount available for such class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder.

(ii) Unless otherwise provided in clause (iii) below, (A) an amount equal to the Aggregate Noteholders’ Principal Distributable Amount shall be applied to each class of 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 Notes:

	(1)		a portion of such amount, equal to the result obtained by multiplying the Aggregate Noteholders’ Principal Distributable Amount by a fraction, the numerator of which is the outstanding principal balance of the Class A-PT Notes and the denominator of which is the outstanding principal balance of all the Class A Notes, will be applied to the Class A-PT Notes until the Class A-PT Notes are paid in full, and

	(2)		the remainder of such amounts will be applied:

	•		First, to the Class A-1a Notes and the Class A-1b Notes, ratably in accordance with the Note Principal Balance of the Class A-1a Notes and the Class A-1b Notes, until the Outstanding Amounts of the Class A-1a Notes and Class A-1b Notes are reduced to zero;

	•		Second, 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 Class A-2b Notes are reduced to zero;

	•		Third, to the Class A-3 Notes, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; and

	•		Fourth, 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 Class A-4b Notes are reduced to zero.

(B) on or after the Distribution Date on which the Class A Notes have been paid in full, an amount equal to the Aggregate Noteholders’ Principal Distributable Amount, or the remaining portion thereof, shall be applied to the other classes of 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 other classes of Notes:

	•		First, to the Class B Notes, until the Outstanding Amount of the Class B Notes is reduced to zero;

	•		Second, to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to zero; and

	•		Third, to the Class D Notes, until the Outstanding Amount of the Class D Notes is reduced to zero.

(iii) If the Notes have been declared immediately due and payable following an 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 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 Indenture Trustee upon Issuing Entity Order, subject to the provisions of Section 5.01(b) of the Trust Sale and Servicing Agreement. The Issuing Entity shall not direct the 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 Indenture Trustee to make any such investment or sale, if requested by the Indenture Trustee, the Issuing Entity shall deliver to the Indenture Trustee an Opinion of Counsel acceptable to the Indenture Trustee, to such effect.

(b) Subject to Section 6.1(c), the 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 Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Issuing Entity shall have failed to give investment directions for any funds on deposit in the Designated Accounts to the Indenture Trustee by 11:00 a.m., New York City Time (or such other time as may be agreed by the Issuing Entity and the Indenture Trustee) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.5 as if there had not been such a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Designated Accounts in one or more Eligible Investments selected by the Indenture Trustee.

SECTION 8.4 Release of Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the 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 Trust Estate that secured the Notes and the other Secured Obligations from the Lien of this Indenture and release to the Issuing Entity or any other Person entitled thereto any funds then on deposit in the Designated Accounts. The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this Section 8.4(b) only upon receipt by it of an Issuing Entity Request and an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.1.

SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days’ notice when requested by the Issuing Entity to take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the 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 Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the 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 Indenture Trustee in connection with any such action.

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.

(a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity 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 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 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 Indenture, or to subject to additional property to the Lien of this Indenture;

(ii) to evidence the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuing Entity, and the assumption by any such successor of the covenants of the Issuing Entity contained herein and in the Notes contained;

(iii) to add to the covenants of the Issuing Entity, for the benefit of the Securityholders or to surrender any right or power herein conferred upon the Issuing Entity;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(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 Basic Document;

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor or additional trustee with respect to the Notes and to add to or change any of the provisions of this 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; or

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA, and the 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 Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity Order, may, also without the consent of any of the 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 Indenture or modifying in any manner the rights of the Noteholders under this 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 Noteholder.

SECTION 9.2 Supplemental Indentures With Consent of Noteholders.

(a) The Issuing Entity and the Indenture Trustee, when authorized by an Issuing Entity 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 Issuing Entity and the 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 Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:

(i) change the due date of any instalment of principal of or interest on any 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 Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds

available therefor, as provided in Article V, to the payment of any such amount due on the 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 Indenture or certain defaults hereunder and their consequences as provided for in this 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 Notes required to direct the Indenture Trustee to sell or liquidate the 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 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 Indenture or any of the Basic Documents;

(vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any 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 Indenture regarding the voting of Notes held by the Issuing Entity, the Depositor or any Affiliate of either of them; or

(vii) permit the creation of any Lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien of this Indenture on any property at any time subject thereto or deprive the Holder of any Note of the security afforded by the Lien of this Indenture.

(b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected (such that the consent of each 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 Notes, whether authenticated and delivered thereunder before or after the date upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith.

(c) It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed supplemental indenture.

(d) Promptly after the execution by the Issuing Entity and the Indenture Trustee of any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the 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

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 Indenture, the 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 Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise.

SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuing Entity and the 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 Indenture for any and all purposes.

SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of this 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 Indenture shall then be qualified under the TIA.

SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuing Entity or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuing Entity, to any such supplemental indenture may be prepared and executed by the Issuing Entity and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes of the same class.

ARTICLE X
REDEMPTION OF NOTES

SECTION 10.1 Redemption. The Notes are subject to redemption in whole, but not in part, upon the exercise by the Servicer (or the Holder of all the Certificates that is not the Depositor or any Affiliate thereof) of its option to purchase the Receivables pursuant to Section 8.01 of the Trust Sale and Servicing Agreement. The date on which such redemption shall occur is the Distribution Date following the Optional Purchase Date identified by Servicer in its notice of exercise of such purchase option (the “Redemption Date”). The purchase price for the Notes shall be equal to the applicable Redemption Price. The Servicer or the Issuing Entity shall furnish the Rating Agencies notice of such redemption. If the Notes are to be redeemed pursuant

to this Section 10.1, the Servicer or the Issuing Entity shall furnish notice thereof to the Indenture Trustee not later than twenty-five (25) days prior to the Redemption Date and the Indenture Trustee (based on such notice) shall withdraw from the Collection Account and deposit into the Note Distribution Account, on the Redemption Date, the aggregate Redemption Price of the Notes, whereupon all such Notes shall be due and payable on the Redemption Date.

SECTION 10.2 Form of Redemption Notice. (a) Notice of redemption of the Notes under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than five (5) days prior to the applicable Redemption Date to each Noteholder of record at such 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 Notes are to be surrendered for payment of the Redemption Price (which shall be the Agency Office of the Issuing Entity to be maintained as provided in Section 3.2).

(b) Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuing Entity. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

SECTION 10.3 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 Indenture and shall thereafter represent only the right to receive the applicable Redemption Price and (unless the Issuing Entity 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 the Issuing Entity to the Indenture Trustee to take any action under any provision of this Indenture, the Issuing Entity shall furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this 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 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 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 Indenture Trustee of any Collateral or other property or securities that is to be made the basis for the release of any property or securities subject to the Lien of this Indenture, the Issuing Entity shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (90) days of such deposit) to the Issuing Entity of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuing Entity is required to furnish to the 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 Issuing Entity shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuing Entity of the securities to be so deposited and of all other such securities made on the basis of any such withdrawal or release since the commencement of the then current fiscal year of the Issuing Entity, as set forth in the certificates delivered pursuant to clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuing Entity 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 Notes.

(iii) Other than with respect to the release of any Warranty Receivables, Administrative Receivables or Liquidating Receivables, whenever any property or securities are to be released from the Lien of this Indenture, the Issuing Entity shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within ninety (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 Indenture in contravention of the provisions hereof.

(iv) Whenever the Issuing Entity is required to furnish to the 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 Issuing Entity shall also furnish to the 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 Receivables, Administrative Receivables and Liquidating Receivables, or securities released from the lien of this 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 Notes, but such certificate need not be furnished in the case of any release of property or securities 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 then Outstanding Amount of the Notes.

(v) Notwithstanding Section 2.9 or any other provision of this Section 11.1, the Issuing Entity may (A) collect, liquidate, sell or otherwise dispose of Receivables as and to the extent permitted or required by the 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 Basic Documents and (C) take any other action not inconsistent with the TIA.

SECTION 11.2 Form of Documents Delivered to 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 the Issuing Entity 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 Servicer, the Depositor, the Issuing Entity or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositor, the Issuing Entity or the Administrator, 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 Indenture, they may, but need not, be consolidated and form one instrument.

(d) Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuing Entity shall deliver any document as a condition of the granting of such application, or as evidence of the Issuing

Entity’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 Issuing Entity to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the 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 Noteholders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders or a class of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such 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 Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders 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 Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuing Entity, 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 Indenture Trustee deems sufficient.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor Notes) shall bind the Holder of every 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 Indenture Trustee or the Issuing Entity in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 11.4 Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture to be made upon, given or furnished to or filed with:

(a) the Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or

(b) the Issuing Entity by the Indenture Trustee or by any 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 Issuing Entity and the Owner Trustee each at the address specified in Appendix B to the Trust Sale and Servicing Agreement.

The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee. The Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity.

(c) Notices required to be given to the Rating Agencies by the Issuing Entity and the Indenture Trustee or the Owner Trustee shall be delivered as specified in Appendix B to the Trust Sale and Servicing Agreement.

SECTION 11.5 Notices to Noteholders; Waiver.

(a) Where this Indenture provides for notice to 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 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 Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other 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 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 Noteholders shall be filed with the 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 Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

(d) Where this 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 Indenture or any of the Notes to the contrary, the Issuing Entity may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuing Entity shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given in accordance with such agreements.

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 Indenture by any of the provisions of the TIA, such required provision shall control.

(b) The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this 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 Indenture and the Notes by the Issuing Entity shall bind its successors and assigns, whether so expressed or not.

(b) All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors and assigns, whether so expressed or not.

SECTION 11.10 Severability. In case any provision in this Indenture or in the 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 Indenture. Nothing in this Indenture or in the 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 Noteholders, the Certificateholders, any other party secured hereunder, any other Person with an ownership interest in any part of the Trust Estate and any holder of a Third Party Instrument, any benefit or any legal or equitable right, remedy or claim under this Indenture. The holder of a Third Party Instrument 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 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 Notes or this 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 INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS 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 HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14 Counterparts. This 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 Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuing Entity and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

SECTION 11.16 No Recourse. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against:

(a) the Indenture Trustee or the Owner Trustee in its individual capacity;

(b) the Depositor or any other owner of a beneficial interest in the Issuing Entity; or

(c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, the Depositor or any other holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the 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 Indenture Trustee and the 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 Indenture, in the performance of any duties or obligations of the Issuing Entity hereunder, the 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 Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a 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 Indenture with respect to the Issuing Entity pursuant to Section 4.1, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any

substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

SECTION 11.18 Inspection. The Issuing Entity agrees that, on reasonable prior notice, it shall permit any representative of the Indenture Trustee, during the Issuing Entity’s normal business hours, to examine all the books of account, records, reports, and other papers of the Issuing Entity, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuing Entity’s affairs, finances and accounts with the Issuing Entity’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. The 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 Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder.

SECTION 11.19 Indemnification by and Reimbursement of Servicer. The Indenture Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Trust Sale and Servicing Agreement and (ii) the Depositor and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale and Servicing Agreement. The Indenture Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify, defend and hold the Indenture Trustee harmless as set forth in Section 6.01(a)(iv) of the Trust Sale and Servicing Agreement.

* * * * *

IN WITNESS WHEREOF, the Issuing Entity and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized, as of the day and year first above written.


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2
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

THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee
By:	/s/ Keith R. Richardson
	Name:	Keith R. 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 R. 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 2007-2, 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 23rd day of August, 2007.



	/s/ Winsome Ferguson
	Notary Public in and for the State of New York

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 R. 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 organized under the laws of the United States of America, 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 23rd day of August, 2007.



	/s/ T. Muzquiz
	Notary Public in and for the State of Illinois

My commission expires:

7/29/09

EXHIBIT A

LOCATIONS OF SCHEDULE OF RECEIVABLES

The Schedule of Receivables is on file at the offices of:

1.		The Indenture Trustee

2.		The Owner Trustee

3.		GMAC

4.		The Depositor

A-1

EXHIBIT B

FORM OF NOTE DEPOSITORY AGREEMENT FOR THE NOTES

B-1

EXHIBIT C-1

FORM OF [CLASS A-1A FIXED RATE] [CLASS A-1B FLOATING RATE]
ASSET BACKED NOTES, RULE 144A



REGISTERED		$

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. _____

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 DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL [CLASS A-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 (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING 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”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (ii) 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 TERMS OF THE INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION

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SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

EACH HOLDER OF A [CLASS A-1A] [CLASS A-1B] NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (1) IT IS NOT (a) 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 PROVISIONS OF TITLE I OF ERISA, (b) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (c) 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 (d) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA OR SECTION 4975 OF THE CODE OR (2) THE PURCHASE AND HOLDING OF THE [CLASS A-1A] [CLASS A-1B] NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.

EACH [CLASS A-1A] [CLASS A-1B] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-1A] [CLASS A-1B] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-1A] [CLASS A-1B] NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE CARAT OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE [CLASS A-1A] [CLASS A-1B] NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (ii) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE CARAT OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE 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 INSTALLMENT OR CALL OWING TO SUCH ENTITY.

EACH [CLASS A-1A] [CLASS A-1B] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-1A] [CLASS A-1B] NOTE OR, IN THE CASE OF A NOTE

C-1-2

OWNER, A BENEFICIAL INTEREST IN A [CLASS A-1A] [CLASS A-1B] NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH [CLASS A-1A] [CLASS A-1B] NOTEHOLDER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY.

EACH [CLASS A-1A] [CLASS A-1B] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-1A] [CLASS A-1B] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-1A] [CLASS A-1B] NOTE, EXPRESSES ITS INTENTION THAT THIS [CLASS A-1A] [CLASS A-1B] NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE [CLASS A-1A] [CLASS A-1B] 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.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

[CLASS A-1A 5.60493%] [CLASS A-1B FLOATING RATE] ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, 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 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-1a] [Class A-1b] 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-1a] [Class A-1b] 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 August 15, 2008 (the “Final Scheduled Distribution Date”). The Issuing Entity shall pay interest on this [Class A-1a] [Class A-1b] Note at the rate per annum shown above on each Distribution Date until the principal of this [Class A-1a] [Class A-1b] Note is paid or made available for payment on the principal amount of this [Class A-1a] [Class A-1b] Note outstanding on the preceding Distribution Date (after giving effect to all

C-1-3

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-1a] [Class A-1b] 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-1a] [Class A-1b] 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 Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this [Class A-1a] [Class A-1b] 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 [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 Issuing Entity with respect to this [Class A-1a] [Class A-1b] Note shall be applied first to interest due and payable on this [Class A-1a] [Class A-1b] Note as provided above and then to the unpaid principal of this [Class A-1a] [Class A-1b] Note.

Reference is made to the further provisions of this [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 [Class A-1a] [Class A-1b] Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this [Class A-1a] [Class A-1b] 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-1-4

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: August 23, 2007


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2
By:	DEUTSCHE BANK TRUST COMPANY
	DELAWARE, not in its individual capacity
	but solely as Owner Trustee

By:
	Name:
	Title:

By:
	Name:
	Title:

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-1-5

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its [Class A-1a 5.60493%] [Class A-1b Floating Rate] Asset Backed Notes (herein called the [“Class A-1a Notes”]) [“Class A-1b Notes]”), all issued under an indenture, dated as of August 23, 2007 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class A-1a] [Class A-1b] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this [Class A-1a] [Class A-1b] Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this [Class A-1a] [Class A-1b] Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The [Class A-1a] [Class A-1b] Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Noteholder or Note Owner will be deemed to represent and warrant that either (1) it is not acquiring the Note with (i) the assets of an “employee benefit plan” (as defined in Section 3(3) of ERISA), that is subject to provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of 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) any other plan that is subject to any law that is substantially similar to ERISA or Section 4975 of the Code, or (2) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

Each Noteholder or Note Owner, by acceptance of a [Class A-1a] [Class A-1b] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-1a] [Class A-1b] Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the 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.

C-1-6

Each Noteholder or Note Owner, by acceptance of a [Class A-1a] [Class A-1b] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-1a] [Class A-1b], covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

Each Noteholder, by acceptance of a [Class A-1a] [Class A-1b] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-1a] [Class A-1b] Note, expresses its intention that this [Class A-1a] [Class A-1b] Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the [Class A-1a] [Class A-1b] 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 [Class A-1a] [Class A-1b] Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this [Class A-1a] [Class A-1b] Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all [Class A-1a] [Class A-1b] Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this [Class A-1a] [Class A-1b] Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this [Class A-1a] [Class A-1b] Note and of any 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 is made upon this [Class A-1a] [Class A-1b] Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this [Class A-1a] [Class A-1b] Note includes any successor to the Issuing Entity under the Indenture.

C-1-7

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This [Class A-1a] [Class A-1b] Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, 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 Indenture and no provision of this [Class A-1a] [Class A-1b] Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this [Class A-1a] [Class A-1b] 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 Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, 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 [Class A-1a] [Class A-1b] Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this [Class A-1a] [Class A-1b] Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the 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 Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this [Class A-1a] [Class A-1b] Note.

C-1-8

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 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:		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 Note in every particular, without alteration, enlargement or any change whatsoever.

C-1-9

EXHIBIT C-2

FORM OF [CLASS A-1A FIXED RATE] [CLASS A-1B FLOATING RATE] ASSET
BACKED NOTES, REGULATION S



REGISTERED		$

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO. _____

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 DEPOSITOR AND THE 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 PERMANENT REGULATION S GLOBAL [CLASS A-1A] [CLASS A-1B] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING 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”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (ii) 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 THE INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE

C-2-1

INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

EACH [CLASS A-1A] [CLASS A-1B] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-1A] [CLASS A-1B] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-1A] [CLASS A-1B] NOTE,

C-2-2

COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH [CLASS A-1A] [CLASS A-1B] NOTEHOLDER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY.

EACH [CLASS A-1A] [CLASS A-1B] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS A-1A] [CLASS A-1B] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS A-1A] [CLASS A-1B] NOTE, EXPRESSES ITS INTENTION THAT THIS [CLASS A-1A] [CLASS A-1B] NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE [CLASS A-1A] [CLASS A-1B] 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.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

[CLASS A-1A 5.60493%] [CLASS A-1B FLOATING RATE] ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, 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 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-1a] [Class A-1b] 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-1a] [Class A-1b] 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 [Class A-1a] [Class A-1b] Note shall be due and payable on August 15, 2008 (the “Final Scheduled Distribution Date”). The Issuing Entity shall pay interest on this [Class A-1a] [Class A-1b] Note at the per annum rate shown above on each Distribution Date until the principal of this [Class A-1a] [Class A-1b] Note is paid or made available for payment on the principal amount of this [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

C-2-3

Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the [Class A-1a] [Class A-1b] 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-1a] [Class A-1b] 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 Closing Date) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this [Class A-1a] [Class A-1b] 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.

C-2-4

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: August 23, 2007


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2
By:	DEUTSCHE BANK TRUST COMPANY
	DELAWARE, not in its individual capacity
	but solely as Owner Trustee

By:
	Name:
	Title:

By:
	Name:
	Title:

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-2-5

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its [Class A-1a 5.60493%] [Class A-1b Floating Rate] Asset Backed Notes (herein called the [“Class A-1a Notes”] [“Class A-1b Notes”]), all issued under an indenture, dated as of August 23, 2007 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class A-1a] [Class A-1b] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this [Class A-1a] [Class A-1b] Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this [Class A-1a] [Class A-1b] Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture.

Each Noteholder or Note Owner, by acceptance of a [Class A-1a] [Class A-1b] Note or, in the case of a Note Owner, a beneficial interest in [Class A-1a] [Class A-1b] Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the 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.

C-2-6

Each Noteholder or Note Owner, by acceptance of a [Class A-1a] [Class A-1b] Note or, in the case of a Note Owner, a beneficial interest in a [Class A-1a] [Class A-1b] Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the [Class A-1a] [Class A-1b] Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this [Class A-1a] [Class A-1b] Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this [Class A-1a] [Class A-1b] Note and of any 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 is made upon this [Class A-1a] [Class A-1b] Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this [Class A-1a] [Class A-1b] Note includes any successor to the Issuing Entity under the Indenture.

C-2-7

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

C-2-8

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)


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 Note in every particular, without alteration, enlargement or any change whatsoever.

C-2-9

EXHIBIT C-3

FORM OF CLASS A-2A AND CLASS A-4A FIXED RATE ASSET BACKED

NOTES


REGISTERED		$

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for registration of transfer, exchange or payment, and any 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 NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

[CLASS A-2A] [CLASS A-4A] % ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, 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 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-4a] 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-4a] 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

C-3-1

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-4a] 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-4a]. 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 22 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-3-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: August 23, 2007


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:


By:
	Name:
	Title:

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-3-3

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as [Class A-2a] [Class A-4a] % Asset Backed Notes (herein called the “[Class A-2a] [Class A-4a] Notes”), all issued under an indenture, dated as of August 23, 2007 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class A-2a] [Class A-4a] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The [Class A-2a] [Class A-4a] Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the 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.

C-3-4

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

Each Noteholder, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, expresses its intention that this Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the 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 Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any 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 is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

C-3-5

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, 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 Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this 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 Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, 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 Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the 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 Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

C-3-6

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)


Dated:		³


	Signature Guaranteed:


³		NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

C-3-7

EXHIBIT C-4

FORM OF CLASS A-PT, CLASS A-2B, CLASS A-3 AND CLASS A-4B FLOATING RATE ASSET BACKED

NOTES



REGISTERED		$

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

[CLASS A-PT] [CLASS A-2B] [CLASS A-3] [CLASS A-4B] FLOATING RATE ASSET

BACKED NOTES

C-4-1

due on the Redemption Date. The Issuing Entity shall pay interest on this Note 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-PT] [Class A-2b] [Class A-3] [Class A-4b] 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-PT] [Class A-2b] [Class A-3] [Class A-4b] 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 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 [Class A-PT] [Class A-2b] [Class A-3] [Class A-4b] 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.

C-4-2

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: August 23, 2007


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:


By:
	Name:
	Title:

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-4-3

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its [Class A-PT] [Class A-2b] [Class A-3] [Class A-4b] Floating Rate Asset Backed Notes (herein called the [“Class A-PT Notes”] [“Class A-2b Notes”] [“Class A-3 Notes”] [“Class A-4b Notes”), all issued under an indenture, dated as of August 23, 2007 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class A-PT] [Class A-2b] [Class A-3] [Class A-4b] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The [Class A-PT] [Class A-2b] [Class A-3] [Class A-4b] Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

C-4-4

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any 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 is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

C-4-5

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, 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 Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the 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 Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

C-4-6

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)


Dated:		⁴


	Signature Guaranteed:


⁴		NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

C-4-7

EXHIBIT C-5

FORM OF CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES,

RULE 144A


REGISTERED		$

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

THIS RULE 144A GLOBAL [CLASS B] [CLASS C] 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 B] [CLASS C] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS RULE 144A GLOBAL [CLASS B] [CLASS C] NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS RULE 144A GLOBAL [CLASS B] [CLASS C] 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 B] [CLASS C] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING 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”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (ii) 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 TERMS OF THE INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN

C-5-1

WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

EACH HOLDER OF A [CLASS B] [CLASS C] NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (1) IT IS NOT (a) 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 PROVISIONS OF TITLE I OF ERISA, (b) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (c) 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 (d) ANY OTHER PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA OR SECTION 4975 OF THE CODE OR (2) THE PURCHASE AND HOLDING OF THE [CLASS B] [CLASS C] NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW.

EACH [CLASS B] [CLASS C] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS B] [CLASS C] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS B] [CLASS C] NOTE, COVENANTS AND AGREES THAT NO RECOURSE MAY BE TAKEN, DIRECTLY OR INDIRECTLY, WITH RESPECT TO THE OBLIGATIONS OF THE ISSUING ENTITY, THE CARAT OWNER TRUSTEE OR THE INDENTURE TRUSTEE ON THE [CLASS B] [CLASS C] NOTES OR UNDER THE INDENTURE OR ANY CERTIFICATE OR OTHER WRITING DELIVERED IN CONNECTION THEREWITH, AGAINST (i) THE INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, (ii) THE DEPOSITOR OR ANY OTHER OWNER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY OR (iii) ANY PARTNER, OWNER, BENEFICIARY, AGENT, OFFICER, DIRECTOR OR EMPLOYEE OF THE INDENTURE TRUSTEE OR THE CARAT OWNER TRUSTEE IN THEIR INDIVIDUAL CAPACITIES, ANY HOLDER OF A BENEFICIAL INTEREST IN THE ISSUING ENTITY, THE CARAT OWNER TRUSTEE OR THE INDENTURE TRUSTEE OR OF ANY SUCCESSOR OR ASSIGN OF THE 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 INSTALLMENT OR CALL OWING TO SUCH ENTITY.

C-5-2

EACH [CLASS B] [CLASS C] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS B] [CLASS C] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS B] [CLASS C] NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE INDENTURE SUCH [CLASS B] [CLASS C] NOTEHOLDER WILL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY.

EACH [CLASS B] [CLASS C] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A CLASS A 1 NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS B] [CLASS C] NOTE, EXPRESSES ITS INTENTION THAT THIS [CLASS B] [CLASS C] NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE [CLASS B] [CLASS C] 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.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

[CLASS B] [CLASS C] [ ]% ASSET BACKED NOTES

C-5-3

this [Class B] [Class C] Note at the rate per annum shown above on each Distribution Date until the principal of this [Class B] [Class C] Note is paid or made available for payment on the principal amount of this [Class B] [Class C] 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 B] [Class C] 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 B] [Class C] 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 22 day period). Such principal of and interest on this [Class B] [Class C] 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 [Class B] [Class C] 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 [Class B] [Class C] Note shall be applied first to interest due and payable on this [Class B] [Class C] Note as provided above and then to the unpaid principal of this [Class B] [Class C] Note.

Reference is made to the further provisions of this [Class B] [Class C] Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this [Class B] [Class C] Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this [Class B] [Class C] 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-5-4

IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: August 23, 2007


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:


By:
	Name:
	Title:

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-5-5

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its [Class B] [Class C] [___]% Asset Backed Notes (herein called the “[Class B] [Class C] Notes”), all issued under an indenture, dated as of August 23, 2007 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class B] [Class C] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this [Class B] [Class C] Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this [Class B] [Class C] Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The [Class B] [Class C] Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Noteholder or Note Owner, by acceptance of a [Class B] [Class C] Note or, in the case of a Note Owner, a beneficial interest in a [Class B] [Class C] Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the 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.

C-5-6

Each Noteholder or Note Owner, by acceptance of a [Class B] [Class C] Note or, in the case of a Note Owner, a beneficial interest in a [Class B] [Class C] Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

Each Noteholder, by acceptance of a [Class B] [Class C] Note or, in the case of a Note Owner, a beneficial interest in a [Class B] [Class C] Note, expresses its intention that this [Class B] [Class C] Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the [Class B] [Class C] 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 [Class B] [Class C] Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this [Class B] [Class C] Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the [Class B] [Class C] Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this [Class B] [Class C] Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this [Class B] [Class C] Note and of any 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 is made upon this [Class B] [Class C] Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this [Class B] [Class C] Note includes any successor to the Issuing Entity under the Indenture.

C-5-7

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This [Class B] [Class C] Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, 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 Indenture and no provision of this [Class B] [Class C] Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and unconditional, to pay the principal of and interest on this [Class B] [Class C] 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 Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, 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 [Class B] [Class C] Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this [Class B] [Class C] Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the 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 Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this [Class B] [Class C] 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)


Dated:		⁵


	Signature Guaranteed:


⁵		NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

C-5-9

EXHIBIT C-6

FORM OF CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES,

REGULATION S


REGISTERED		$

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

THIS PERMANENT REGULATION S GLOBAL [CLASS B] [CLASS C] 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 B] [CLASS C] NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS PERMANENT REGULATION S GLOBAL [CLASS B] [CLASS C] NOTE (OR SUCH INTEREST) IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A NON-U.S. PERSON (AS DEFINED IN REGULATION S) WHO ACQUIRED THE [CLASS B] [CLASS C] NOTE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS PERMANENT REGULATION S GLOBAL [CLASS B] [CLASS C] NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A), ACTING 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”) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (ii) 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 THE INDENTURE, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE

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EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT.

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YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE WITH RESPECT TO THE ISSUING ENTITY, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENT AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR OR THE ISSUING ENTITY 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY.

EACH [CLASS B] [CLASS C] NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A [CLASS B] [CLASS C] NOTE OR, IN THE CASE OF A NOTE OWNER, A BENEFICIAL INTEREST IN A [CLASS B] [CLASS C] NOTE, EXPRESSES ITS INTENTION THAT THIS [CLASS B] [CLASS C] NOTE QUALIFIES UNDER APPLICABLE TAX LAW AS INDEBTEDNESS SECURED BY THE COLLATERAL AND, UNLESS OTHERWISE REQUIRED BY APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE [CLASS B] [CLASS C] 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.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

[CLASS B] [CLASS C] ______% ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, 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 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 B] [Class C] 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 B] [Class C] 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 [Class B] [Class C] Note shall be due and payable on February 18, 2014 (the “Final Scheduled Distribution Date”) unless the [Class B] [Class C] 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 [Class B] [Class C] Note at the per annum rate shown above on each Distribution Date until the principal of this [Class B] [Class C] Note is paid or made available for payment on the principal amount of this [Class B] [Class C] 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

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balance on the Closing Date)). Interest on the [Class B] [Class C] 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 B] [Class C] 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 22 day period) to but excluding the current Distribution Date and a 360-day year. Such principal of and interest on this [Class B] [Class C] 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.

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IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: August 23, 2007


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:


By:
	Name:
	Title:

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:

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REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its [Class B] [Class C] [___]% Asset Backed Notes (herein called the “[Class B] [Class C] Notes”), all issued under an indenture, dated as of August 23, 2007 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The [Class B] [Class C] Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this [Class B] [Class C] Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this [Class B] [Class C] Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture.

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Each Noteholder or Note Owner, by acceptance of a [Class B] [Class C] Note or, in the case of a Note Owner, a beneficial interest in a [Class B] [Class C] Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the [Class B] [Class C] Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this [Class B] [Class C] Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this [Class B] [Class C] Note and of any 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 is made upon this [Class B] [Class C] Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this [Class B] [Class C] Note includes any successor to the Issuing Entity under the Indenture.

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The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, 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 [Class B] [Class C] Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this [Class B] [Class C] Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the 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 Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this [Class B] [Class C] Note.

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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)


Dated:		⁶


	Signature Guaranteed:


⁶		NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT C-7

FORM OF CLASS D FIXED RATE ASSET BACKED NOTES


REGISTERED		$

NO. R-

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

THIS CLASS D 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 CLASS D NOTE (OR INTEREST THEREIN) THE HOLDER OF THIS CLASS D NOTE (OR SUCH INTEREST), IF OTHER THAN THE DEPOSITOR, IS DEEMED TO REPRESENT TO THE DEPOSITOR AND THE INDENTURE TRUSTEE THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE l44A UNDER THE U.S. SECURITIES ACT AND IS ACQUIRING THIS CLASS D 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) OR HAS OTHERWISE ACQUIRED AN INTEREST IN THE CLASS D NOTE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CLASS D NOTE (OR INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE DEPOSITOR, (ii) AT THE TIME OF SUCH SALE, PLEDGE OR OTHER TRANSFER, THIS CLASS D NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE l44A UNDER THE U.S. SECURITIES ACT, AND SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE l44A), ACTING 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) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, IN WHICH CASE (A) THE INDENTURE TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM

C-7-1

AND SUBSTANCE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE TRUSTEE SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE DEPOSITOR, THE ADMINISTRATOR, THE SERVICER, THE ISSUING ENTITY OR THE INDENTURE TRUSTEE) SATISFACTORY TO THE DEPOSITOR AND THE INDENTURE TRUSTEE TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE U.S. SECURITIES ACT. NO SALE, PLEDGE OR OTHER TRANSFER MAY BE MADE TO ANY ONE PERSON FOR CLASS D NOTES WITH AN INITIAL FACE AMOUNT OF LESS THAN $500,000 (OR SUCH OTHER AMOUNT AS THE DEPOSITOR MAY DETERMINE IN ORDER TO PREVENT THE ISSUING ENTITY FROM BEING TREATED AS A “PUBLICLY TRADED PARTNERSHIP” UNDER SECTION 7704 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”), BUT IN NO EVENT LESS THAN $250,000) AND, IN THE CASE OF ANY PERSON ACTING ON BEHALF OF ONE OR MORE THIRD PARTIES (OTHER THAN A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE U.S. SECURITIES ACT) ACTING IN ITS FIDUCIARY CAPACITY), FOR CLASS D NOTES WITH A FACE AMOUNT OF LESS THAN SUCH AMOUNT FOR EACH SUCH THIRD PARTY. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTION WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CLASS D NOTES FOR ALL PURPOSES. THE ISSUING ENTITY WILL WITHHOLD U.S. INCOME TAX AT A RATE OF 35% (OR WHATEVER RATE IS OTHERWISE REQUIRED BY LAW) ON INTEREST INCOME ALLOCABLE TO A NOTEHOLDER WHO IS NOT A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE AS IF SUCH INTEREST INCOME IS INCOME EFFECTIVELY CONNECTED WITH A TRADE OR BUSINESS IN THE UNITED STATES.

THIS CLASS D NOTE (OR AN INTEREST THEREIN) MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (1) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, (“ERISA”)), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (2) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE, OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY, OTHER THAN AN “INSURANCE COMPANY GENERAL ACCOUNT” (AS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60) WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% “PLAN ASSETS” AND FOR WHICH THE PURCHASE AND HOLDING OF THE CLASS D NOTES IS ELIGIBLE FOR AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS CLASS D NOTE (OR AN INTEREST THEREIN) ALSO MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF AN EMPLOYEE BENEFIT PLAN OR PLAN THAT IS NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA (INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS) IF SUCH ACQUISITION WOULD RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF, ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE. EACH HOLDER OF A CLASS D NOTE, BY ACCEPTING THIS CLASS D NOTE, WILL BE DEEMED TO HAVE

C-7-2

REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING LIMITATIONS.

EACH HOLDER OF A CLASS D CLASS D NOTE, BY ACCEPTING THIS CLASS D NOTE, AGREES TO TREAT THE CLASS D NOTES AS INDEBTEDNESS FOR FEDERAL, STATE AND LOCAL INCOME AND FRANCHISE TAX PURPOSES.

EACH NOTEHOLDER OR NOTE OWNER, BY ITS ACCEPTANCE OF THIS CLASS D NOTE (OR INTEREST HEREIN), COVENANTS AND AGREES THAT SUCH CLASS D NOTEHOLDER OR NOTE OWNER, AS THE CASE MAY BE, SHALL NOT, PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE INDENTURE, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE DEPOSITOR OR THE ISSUING ENTITY TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST THE DEPOSITOR 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 DEPOSITOR OR THE ISSUING ENTITY OR ANY SUBSTANTIAL PART OF THE PROPERTY OF EITHER OF THEM, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE DEPOSITOR OR THE ISSUING ENTITY.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

CLASS D 8.30% ASSET BACKED NOTES

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, 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 _______, 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 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 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 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 Class D Note shall be due and payable on February 18, 2014 (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 Class D Note at the rate per annum shown above on each Distribution Date until the principal of this Class D Note is paid or made available for payment on the principal amount of this 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 initial Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the 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

C-7-3

Distribution Date for the 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 22 day period). Such principal of and interest on this Class D 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 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 Issuing Entity with respect to this Class D Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Class D Note.

Reference is made to the further provisions of this 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 D Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class D 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.

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IN WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer.

Dated: August 23, 2007


CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2 By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
By:
	Name:
	Title:


By:
	Name:
	Title:

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:

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REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuing Entity, designated as its Class D 8.30% Asset Backed Notes (herein called the “Class D Notes”), all issued under an indenture, dated as of August 23, 2007 (such indenture, as amended or supplemented, is herein called the “Indenture”), between the Issuing Entity and The Bank of New York Trust Company, N.A., as trustee (the “Indenture Trustee,” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuing Entity, the Indenture Trustee and the Noteholders. The Class D Notes are one of several duly authorized classes of Notes of the Issuing Entity issued pursuant to the Indenture (collectively, as to all Notes of all such classes, the “Notes”). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Class D Note by virtue of acceptance hereof assents and by which such Holder is bound. All capitalized terms used and not otherwise defined in this Class D Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture.

The Class D Notes and all other Notes issued pursuant to the Indenture are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture.

Each Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in their individual capacities, (ii) the Depositor or any other owner of a beneficial interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in their individual capacities, any holder of a beneficial interest in the Issuing Entity, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the 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 Noteholder or Note Owner, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, covenants and agrees that by accepting the benefits of the Indenture such Noteholder or Note Owner will not, prior to the date which is one year and one day after the termination of the Indenture with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or cause the Depositor or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor or the Issuing Entity 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 Depositor or the Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Issuing Entity.

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Each Noteholder, by acceptance of a Class D Note or, in the case of a Note Owner, a beneficial interest in a Class D Note, expresses its intention that this Class D Note qualifies under applicable tax law as indebtedness secured by the Collateral and, unless otherwise required by appropriate taxing authorities, agrees to treat the Class D 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 Class D Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name this Class D Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note shall be overdue, and none of the Issuing Entity, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuing Entity and the rights of the Noteholders under the Indenture at any time by the Issuing Entity with the consent of the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class, on behalf of the Holders of all the Class D Notes, to waive compliance by the Issuing Entity with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Class D Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Class D Note and of any 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 is made upon this Class D Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of the Noteholders.

The term “Issuing Entity” as used in this Class D Note includes any successor to the Issuing Entity under the Indenture.

The Issuing Entity is permitted by the Indenture, under certain circumstances, to merge or consolidate, subject to the rights of the Indenture Trustee and the Holders of Notes under the Indenture.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Class D Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, 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 Indenture and no provision of this Class D Note or of the Indenture shall alter or impair the obligation of the Issuing Entity, which is absolute and

C-7-7

unconditional, to pay the principal of and interest on this Class D 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 Basic Documents, neither the Depositor, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuing Entity, 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 Class D Note or the Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as the Owner Trustee in the assets of the Issuing Entity. The Holder of this Class D Note by the acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the 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 Issuing Entity for any and all liabilities, obligations and undertakings contained in the Indenture or in this Class D Note.

C-7-8

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)


Dated:		⁷


	Signature Guaranteed:


⁷		NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

C-7-9

EXHIBIT D

FORM OF CERTIFICATION

Re: the ______________________________ dated as of August 23, 2007 (the “Agreement”), among _________________________________.

I, _______________, the __________________ of The Bank of New York Trust Company, N.A. (the “Company”), certify to Capital Auto Receivables LLC (the “Depositor”), and its 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 Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB, and the registered public accounting firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB that were delivered by the Company to the Depositor pursuant to the Agreement (collectively, the “Company Information”);

(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 the Depositor.


		Dated:


		By: The Bank of New York Trust Company, N.A., not in its individual capacity but solely as Indenture Trustee

		Name:

		Title:

D-1

EX-4.2 3 k18149exv4w2.htm TRUST AGREEMENT, DATED AS OF AUGUST 23, 2007 exv4w2

EXHIBIT 4.2

TRUST AGREEMENT

BETWEEN

CAPITAL AUTO RECEIVABLES LLC,

DEPOSITOR

AND

DEUTSCHE BANK TRUST COMPANY DELAWARE,

OWNER TRUSTEE

DATED AS OF AUGUST 23, 2007

TABLE OF CONTENTS


			Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			1

	Section 1.1	Definitions	1

ARTICLE II ORGANIZATION			1

	Section 2.1	Name	1
	Section 2.2	Office	1
	Section 2.3	Purposes and Powers	1
	Section 2.4	Appointment of Owner Trustee	2
	Section 2.5	Initial Capital Contribution of Owner Trust Estate	2
	Section 2.6	Declaration of Trust	2
	Section 2.7	Liability of the Certificateholders	3
	Section 2.8	Title to Trust Property	3
	Section 2.9	Situs of Trust	3
	Section 2.10	Representations and Warranties of the Depositor	3
	Section 2.11	Tax Treatment	4

ARTICLE III THE CERTIFICATES			4

	Section 3.1	Initial Certificate Ownership	4
	Section 3.2	Form of the Certificates	5
	Section 3.3	Execution, Authentication and Delivery	5
	Section 3.4	Registration of Certificates; Registration of Transfer and Exchange of Certificates	5
	Section 3.5	Mutilated, Destroyed, Lost or Stolen Certificates	7
	Section 3.6	Persons Deemed Certificateholders	8
	Section 3.7	Access to List of Certificateholders’ Names and Addresses	8
	Section 3.8	Maintenance of Corporate Trust Office	8
	Section 3.9	Appointment of Paying Agent	9
	Section 3.10	Depositor as Certificateholder	9

ARTICLE IV ACTIONS BY OWNER TRUSTEE			9

	Section 4.1	Prior Notice to Certificateholders with Respect to Certain Matters	9
	Section 4.2	Action by Certificateholders with Respect to Certain Matters	10
	Section 4.3	Action by Certificateholders with Respect to Bankruptcy	10
	Section 4.4	Restrictions on Certificateholders’ Power	10
	Section 4.5	Majority Control	11

ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES			11

	Section 5.1	Establishment of Certificate Distribution Account	11
	Section 5.2	Application of Trust Funds	11
	Section 5.3	Method of Payment	12
	Section 5.4	Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others	12
	Section 5.5	Signature on Returns; Other Tax Matters	13

ARTICLE VI THE OWNER TRUSTEE			13

	Section 6.1	Duties of Owner Trustee	13
	Section 6.2	Rights of Owner Trustee	14
	Section 6.3	Acceptance of Trusts and Duties	14
	Section 6.4	Action upon Instruction by Certificateholders	16
	Section 6.5	Furnishing of Documents	17


			Page

	Section 6.6	Representations and Warranties of Owner Trustee	17
	Section 6.7	Reliance; Advice of Counsel	17
	Section 6.8	Owner Trustee May Own Certificates and Notes	18
	Section 6.9	Compensation and Indemnity	18
	Section 6.10	Replacement of Owner Trustee	18
	Section 6.11	Merger or Consolidation of Owner Trustee	19
	Section 6.12	Appointment of Co-Trustee or Separate Trustee	20
	Section 6.13	Eligibility Requirements for Owner Trustee	21

ARTICLE VII TERMINATION OF TRUST AGREEMENT			21

	Section 7.1	Termination of Trust Agreement	21

ARTICLE VIII AMENDMENTS			22

	Section 8.1	Amendments Without Consent of Certificateholders or Noteholders	22
	Section 8.2	Amendments With Consent of Certificateholders and Noteholders	23
	Section 8.3	Form of Amendments	23

ARTICLE IX MISCELLANEOUS			24

	Section 9.1	No Legal Title to Owner Trust Estate	24
	Section 9.2	Limitations on Rights of Others	24
	Section 9.3	Derivative Actions	24
	Section 9.4	Notices	25
	Section 9.5	Severability	25
	Section 9.6	Counterparts	25
	Section 9.7	Successors and Assigns	25
	Section 9.8	No Petition	25
	Section 9.9	No Recourse	25
	Section 9.10	Headings	26
	Section 9.11	Governing Law	26
	Section 9.12	Indemnification by and Reimbursement of the Servicer	26
	Section 9.13	Effect of Amendment and Restatement	26
	Section 9.14	Information to be Provided by the Owner Trustee	27

EXHIBIT A		Form of Certificate

EXHIBIT B		Certificate of Trust

EXHIBIT C		Form of Undertaking Letter

TRUST AGREEMENT, dated as of August 23, 2007, between CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company, in its capacity as a depositor (the “Depositor”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, as trustee and not in its individual capacity (the “Owner Trustee”).

WHEREAS, the Depositor and the Owner Trustee previously entered into a certain Trust Agreement dated August 10, 2007 (the “Original Trust Agreement”) that contemplated this Trust Agreement.

WHEREAS, the Depositor and the Owner Trustee desire hereby to amend and restate the Original Trust Agreement in its entirety.

NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree as follows:

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1 Definitions. Certain capitalized terms used in this Trust Agreement shall have the respective meanings assigned to them in Part I of Appendix A to the Trust Sale and Servicing Agreement of even date herewith among the Depositor, the Servicer and the Trust (the “Trust Sale and Servicing Agreement”). All references herein to the “Agreement” are to this Trust Agreement. 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 Appendix A to the Trust Sale and Servicing Agreement shall be applicable to this Agreement.

ARTICLE II
ORGANIZATION

Section 2.1 Name. The Trust continued hereby shall be known as Capital Auto Receivables Asset Trust 2007-2, in which name the 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 Owner Trustee has filed 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 Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Depositor.

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 Receivables;

(b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates;

(c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust;

(d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;

(e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party;

(f) to enter into interest rate swaps and caps and other derivative instruments in connection with the Offered Notes;

(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 Basic Documents, to engage in such other activities as may be required in connection with conservation of the 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 other Basic Documents.

Section 2.4 Appointment of Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Trust to have all the rights, powers and duties set forth herein.

Section 2.5 Initial Capital Contribution of Owner Trust Estate. The Depositor sold, assigned, transferred, conveyed and set over to the Owner Trustee, as of August 10, 2007, the sum of one dollar. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of August 10, 2007, of the foregoing contribution which constituted the initial Owner Trust Estate. The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

Section 2.6 Declaration of Trust. The Owner Trustee hereby declares that it shall hold the Owner Trust Estate (in the name of the Trust and not in the 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 Certificateholders, subject to the obligations of the Trust under the 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 Certificates represent the beneficial

interests therein. The rights of the 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 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 Certificateholders. 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 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 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 Owner Trustee, a co-trustee and/or a separate trustee, as the case may be. Any such trustee shall take such part of the Owner Trust Estate subject to the security interest of the Indenture Trustee therein established under the Indenture. Such trustee’s acceptance of its appointment shall constitute acknowledgment of such security interest and shall constitute a Grant to the 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 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 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 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 in Delaware.

Section 2.10 Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that:

(a) The Depositor has been duly formed 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 Receivables contemplated to be transferred to the Trust pursuant to the Trust Sale and Servicing Agreement.

(b) The Depositor 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 Depositor has the power and authority to execute and deliver this Agreement and any other Basic Documents to which the Depositor is a party and to carry out its terms, the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.

(d) The consummation of the transactions contemplated by this Agreement and any other Basic Documents to which the Depositor is a party, and the fulfillment of the terms of this Agreement and any other Basic Documents to which the Depositor 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 formation or limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor 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 pursuant to the Basic Documents), or violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties.

Section 2.11 Tax Treatment. As long as the Depositor is the sole owner of the Certificates, the Depositor and Owner Trustee, by entering into this Agreement, (a) express their intention that the Trust will be disregarded for federal income tax purposes and will be treated as a division of the Depositor and (b) agree that Section 5.5 will not be applicable. If the Depositor is not the sole owner of the Certificates, through sale of the Certificates, issuance by the Trust of additional Certificates to a Person other than the Depositor or otherwise, the Depositor and the Owner Trustee, by entering into this Agreement, and the Certificateholders, by acquiring any Certificates or interest therein, (i) express their intention that the Certificates will qualify as equity interests in either (A) a division of the Depositor, or any other single Person, disregarded as a separate entity for federal income tax purposes if all Certificates are owned solely by the Depositor or by such single Person, or (B) a partnership or grantor trust for federal income tax purposes if the Certificates are owned by more than one Person and (ii) unless otherwise required by the appropriate taxing authorities, agree to treat the Certificates 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.

ARTICLE III
THE CERTIFICATES

Section 3.1 Initial Certificate Ownership. As of the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.

Section 3.2 Form of the Certificates.

(a) The Certificates shall be substantially in the form of Exhibit A. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. 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 Certificates or did not hold such offices at the date of authentication and delivery of such Certificates.

(b) The 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 officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be fully registered.

(c) The Certificates shall be issued in fully-registered form. The terms of the 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 Receivables to the Trust pursuant to the Trust Sale and Servicing Agreement, the Owner Trustee shall cause a single 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 Depositor, signed by its chairman of the board, its president or any vice president, without further limited liability company action by the Depositor. Such Certificate shall be issued to and held by the Depositor, as the initial Certificateholder. No Certificate shall entitle its holder to any benefit under this Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or Deutsche Bank Trust Company Americas, as the Owner Trustee’s authenticating agent, by manual signature. Such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Section 3.4 Registration of Certificates; Registration of Transfer and Exchange of 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 Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. Deutsche Bank Trust Company Americas shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar.

(b) The initial 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

Certificates (including its right to distributions from the Reserve Account), provided that: (i) such action will not result in a reduction or withdrawal of the rating of any class of Notes, (ii) the Certificateholder provides to the Owner Trustee and the Indenture Trustee an opinion of independent counsel that such action will 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 agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholder, (iv) the conditions set forth in Section 3.4(g) have been satisfied and (v) in connection with any transfer of less than all of the interests in the Certificates, the transferor and transferee shall specify the respective interests in the Certificates to be held by the transferor and transferee, which interests may be determined by a formula or on any other basis agreed by the transferor and transferee. In addition, no transfer of a Certificate shall be registered unless the transferee shall have provided to the Owner Trustee and the Certificate Registrar an opinion of counsel that in connection with such transfer no registration of the Certificates is required under the Securities Act or applicable state securities law or that such transfer is otherwise being made in accordance with all applicable federal and state securities laws. If agreed by the transferor and transferee, different interests may be used for distributions of proceeds and for purposes of voting the Certificates. The transferor shall notify the Owner Trustee of any such agreement in connection with such transfer.

(c) In the event that the Depositor is no longer the sole Certificateholder, the Administrator will promptly prepare amendments (subject to the provisions regarding amendments in the applicable Basic Documents) to the Basic Documents to the extent necessary to reflect the establishment of the Certificate Distribution Account and the making of Distributions to the Certificateholders and such other matters as shall be agreed between the Depositor and the Owner Trustee. The expense of the foregoing amendments shall be paid by the Administrator.

(d) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 3.8, the 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 Certificates of a like aggregate percentage interest in the Trust dated the date of authentication by the Owner Trustee or any authenticating agent.

(e) At the option of a Holder, Certificates may be exchanged for other Certificates of a like percentage interest in the Trust, as shown on the applicable Certificates, upon surrender of the Certificates to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered for exchange, the 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 Certificates dated the date of authentication by the Owner Trustee or any authenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

(f) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the 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 Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or otherwise disposed of by the Owner Trustee or Certificate Registrar in accordance with its customary practice.

(g) The 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 any other expenses of the Owner Trustee in connection with any transfer or exchange of Certificates.

(h) The Certificates may not be acquired by or for the account 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,” as 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 plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption 95-60, whose underlying assets include less than 25% plan assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under Prohibited Transaction Class Exemption 95-60. The Certificates also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including, without limitation, foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code.

Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar, the 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 Owner Trustee that such Certificate has been acquired by a protected purchaser, the Owner Trustee shall execute on behalf of the Trust and the 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 Certificate, a replacement Certificate of a like percentage interest in the Trust, as shown on the Certificate; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then instead of issuing a replacement Certificate the Owner Trustee may make distributions on such destroyed, lost or stolen Certificate when so payable.

(b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (and any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement 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 Owner Trustee in connection therewith.

(c) In connection with the issuance of any replacement Certificate under this Section 3.5, the Owner Trustee may require the payment by the Holder of such 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 Owner Trustee and the Certificate Registrar) connected therewith.

(d) Any duplicate Certificate issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional beneficial interest in the Trust, whether or not the mutilated, destroyed, lost or stolen 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 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 Certificates.

Section 3.6 Persons Deemed Certificateholders. Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee or the Certificate Registrar may treat the Person in whose name any Certificate shall be registered in the Certificate Register as the Certificateholder of such Certificate for the purpose of receiving distributions pursuant to Article V and for all other purposes whatsoever, and neither the Owner Trustee nor the Certificate Registrar shall be affected by any notice to the contrary.

Section 3.7 Access to List of Certificateholders’ Names and Addresses. The Owner Trustee shall furnish or cause to be furnished to the Servicer and the Depositor, within fifteen (15) days after receipt by the Owner Trustee of a request therefor from the Servicer or the Depositor in writing, a list of the names and addresses of the Certificateholders as of the most recent Record Date. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed not to hold any of the Servicer, the Depositor or the 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 Owner Trustee shall maintain in the Borough of Manhattan, the City of New York, an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificates and the Basic Documents may be served. The 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 Owner Trustee shall give prompt written notice to the Depositor, to the Servicer and to the 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 Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Depositor is the sole 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 Owner Trustee may revoke such power and remove the Paying Agent if the 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 Owner Trustee. Deutsche Bank Trust Company Americas shall be permitted to resign as Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If Deutsche Bank Trust Company Americas shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the 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 Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and 6.9 shall apply to the Owner Trustee also in its role as Paying Agent for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.

Section 3.10 Depositor as Certificateholder. The Depositor in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Depositor.

ARTICLE IV
ACTIONS BY OWNER TRUSTEE

Section 4.1 Prior Notice to Certificateholders with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders in writing of the proposed action at least thirty (30) days and not more than forty-five (45) days before the taking of such action, and (ii) the Certificateholders shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such 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 Receivable or an action by the Indenture Trustee pursuant to the Indenture) and the

compromise of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on a Receivable or an action by the Indenture Trustee pursuant to the 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 Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;

(d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interests of the Certificateholders;

(e) the amendment, change or modification of the 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 Certificateholders; or

(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.

Section 4.2 Action by Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, to remove the Administrator under the Administration Agreement pursuant to Section 10 thereof, appoint a successor Administrator pursuant to Section 10 of the Administration Agreement, remove the Servicer under the Trust Sale and Servicing Agreement pursuant to Section 7.02 thereof or, except as expressly provided in the Basic Documents, sell the Receivables or any interest therein after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.

Section 4.3 Action by Certificateholders with Respect to Bankruptcy. Notwithstanding any prior termination of this Agreement, the Owner Trustee shall not have the power to commence a voluntary case under Title 11 of the United States Code or any successor provision relating to the Trust without the unanimous prior approval of all Certificateholders (including the Depositor) and the delivery to the Owner Trustee by each such Certificateholder of a certificate certifying that such Certificateholder reasonably believes that the Trust is insolvent; provided, however, that under no circumstances shall the Owner Trustee commence or join in commencing any such case prior to the date that is one year and one day after the termination of the Trust.

Section 4.4 Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the 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 Owner Trustee under this Agreement, including Section 2.3 of this Agreement, or any of the other Basic Documents, nor shall the Owner Trustee be obligated to follow any such direction, if given. The Certificateholders shall

not and shall not direct the Owner Trustee to take action that would violate the provisions of Section 6.1 and, if given, the 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 Certificateholders under this Agreement shall be effective if such action is taken or such consent is given or withheld by the Holders of 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 Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of 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 Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trust an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2007-2 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 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 Indenture or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within ten (10) Business Days (or such longer period, not to exceed thirty (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 Owner Trustee shall distribute to the Certificateholders, on a pro rata basis, amounts equal to the amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 and Section 4.07 of the Trust Sale and Servicing Agreement on or prior to such Distribution Date. Notwithstanding the foregoing or anything else to the contrary in this Agreement or the other Basic Documents, if and for so long as Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the Depositor, (i) no Certificate Distribution Account shall be required to be established or maintained and (ii) all distributions and payments on the Certificates (including the final distribution as contemplated by Section 7.1(c) hereof) required hereunder or under the Trust Sale and Servicing Agreement

shall be made directly to the Depositor by the Indenture Trustee (whether or not the Trust Sale and Servicing Agreement otherwise contemplates deposit into the Certificate Distribution Account) and the Owner Trustee shall have no duty or liability to see to such distribution.

(b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement provided to the Owner Trustee by the Servicer pursuant to Section 4.09(a) of the Trust Sale and Servicing Agreement on such Distribution Date; provided that no such statement shall be required to be sent by the Owner Trustee if and for so long as the Depositor is the sole Certificateholder.

(c) If any withholding tax is imposed on the Trust’s payment (or allocations of income) to a Certificateholder, such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section 5.2; provided that the Owner Trustee shall not have an obligation to withhold any such amount if and for so long as the Depositor is the sole Certificateholder. The Owner Trustee is hereby authorized and directed to retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is legally owed by the Trust (but such authorization shall not prevent the 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 Certificateholder shall be treated as cash distributed to such 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. Certificateholder), the Owner Trustee may in its sole discretion withhold such amounts in accordance with this Section 5.2(c). If a Certificateholder wishes to apply for a refund of any such withholding tax, the Owner Trustee shall reasonably cooperate with such Certificateholder in making such claim so long as such Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket expenses incurred.

(d) If the Indenture Trustee holds escheated funds for payment to the Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon notice from the Indenture Trustee that such funds exist, submit on behalf of the Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the Indenture instructing the Indenture Trustee to pay such funds to or at the order of the Depositor.

Section 5.3 Method of Payment. Subject to Section 7.1(c), distributions required to be made to Certificateholders on any Distribution Date shall be made to each Certificateholder of record on the related Record Date by wire transfer, in immediately available funds, to the account of such Holder at a bank or other entity having appropriate facilities therefore, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions at least five (5) Business Days prior to such Record Date or if not, by check mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate Register.

Section 5.4 Accounting and Reports to the Certificateholders, the Internal Revenue Service and Others. The 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 Certificateholder, as may be required by the Code and applicable Treasury Regulations or otherwise, such information as may be required to enable each 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 Certificateholders. In the event that the Internal Revenue 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 Certificateholders their share of the entire amount of such interest expense.

Section 5.5 Signature on Returns; Other Tax Matters. The Owner Trustee shall sign on behalf of the Trust any and all tax returns of the Trust, unless applicable law requires a Certificateholder to sign such documents, in which case such documents shall be signed by the Depositor. To the extent one may be required, the Depositor shall be the “tax matters partner” of the Trust pursuant to the Code.

ARTICLE VI
THE OWNER TRUSTEE

Section 6.1 Duties of Owner Trustee.

(a) The Owner Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement and the other Basic Documents, including the administration of the Trust in the interest of the Certificateholders, subject to the 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 Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.

(c) In the absence of bad faith on its part, the Owner Trustee may conclusively rely upon certificates or opinions furnished to the 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 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 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 6.1(b);

(ii) the 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 Owner Trustee was negligent in ascertaining the pertinent facts; and

(iii) the 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.

(e) Subject to Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Trust Sale and Servicing Agreement and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon.

(f) The 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 Owner Trustee, result in the Trust’s becoming taxable as a corporation for federal income tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions of this Section 6.1.

Section 6.2 Rights of Owner Trustee. The Owner Trustee is authorized and directed to execute and deliver the Basic Documents and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in such form as the Depositor shall approve as evidenced conclusively by the Owner Trustee’s execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends and directs in writing with respect to the 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 Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof. The 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 Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be liable or accountable hereunder or under any other 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 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a) the Owner Trustee shall at no time have any responsibility or liability for, or with respect to, the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for, or with respect to, the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders under this Agreement or to Noteholders under the Indenture, including: the existence, condition and ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation or any action of the Administrator, the Indenture Trustee or the Servicer or any sub-servicer taken in the name of the Owner Trustee;

(b) the 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 Administrator or any Certificateholder;

(c) no provision of this Agreement or any other Basic Document shall require the 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 Basic Document, if the 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 Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;

(e) the 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 Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate or for, or in respect of, the validity or sufficiency of the Notes, the Certificates (other than the certificate of authentication on the Certificates), the other Basic Documents, any Receivables or any related documents, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein and in the other Basic Documents;

(f) the Owner Trustee shall not be liable for the default or misconduct of the Administrator, the Indenture Trustee, the Depositor or the Servicer under any of the Basic Documents or otherwise and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under this Agreement or the Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer under the Pooling and Servicing Agreement or the Trust Sale and Servicing Agreement;

(g) the 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 Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders have offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and

(h) Notwithstanding anything to the contrary contained herein or in any other Basic Document, and notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute, deliver or certify on behalf of the Trust or any other Person any filings, certificates, affidavits or other instruments 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 Basic Document. In the event that the 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 Authorized Officer of the Administrator shall, on behalf of the Trust, execute, deliver or make such certification.

Section 6.4 Action upon Instruction by Certificateholders.

(a) Subject to Section 4.4, the Certificateholders may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Certificateholders pursuant to Section 4.5.

(b) Notwithstanding the foregoing, the Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the 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 Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law.

(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or the other Basic Documents, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and, to the extent the Owner Trustee acts in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instructions within ten (10) 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 the other Basic Documents, and as it shall deem to be in the best

interests of the Certificateholders, and the Owner Trustee shall have no liability to any Person for any such action or inaction.

Section 6.5 Furnishing of Documents. The Owner Trustee shall furnish to the 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 Owner Trustee under the Basic Documents.

Section 6.6 Representations and Warranties of Owner Trustee. The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the 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 Owner Trustee or any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Owner Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the 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 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 could reasonably be expected to have a materially adverse effect on the Owner Trustee’s performance or ability to perform its duties as Owner Trustee under this Agreement or on the transactions contemplated in this Agreement.

(d) This Agreement has been duly executed and delivered by the Owner Trustee and constitutes the legal, valid and binding agreement of the 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 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 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 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 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 other Basic Documents, the 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 Certificate, Note, other Basic Documents, or other documents related thereto on behalf of the Owner Trustee) pursuant to agreements entered into with any of them, and the 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 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 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 other Basic Document.

Section 6.8 Owner Trustee May Own Certificates and Notes. Deutsche Bank Trust Company Delaware or any successor Owner Trustee in its individual or any other capacity may become the owner or pledgee of Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in transactions in the same manner as it would have if it were not the Owner Trustee.

Section 6.9 Compensation and Indemnity. The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Servicer and the Owner Trustee, and the Owner Trustee, any paying agent, registrar, authenticating agent or co-trustee shall be entitled to be reimbursed by the Servicer 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 Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. The Servicer shall indemnify the 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 Servicing Agreement. The indemnities contained in this Section 6.9 shall survive the resignation or removal of the Owner Trustee or the termination of this Agreement. Any amounts paid to the Owner Trustee pursuant to this Article VI shall be deemed not to be a part of the Owner Trust Estate immediately after such payment.

Section 6.10 Replacement of Owner Trustee.

(a) The Owner Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Administrator provided that no such resignation shall become effective, and the Owner Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Owner Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the

giving of such notice, the Owner Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. The Administrator shall remove the Owner Trustee if:

(i) the 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 Administrator;

(ii) the 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 Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(iv) the Owner Trustee shall otherwise be incapable of acting.

(b) If the Owner Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Owner Trustee for any reason, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate (one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee) and shall pay all fees owed to the outgoing Owner Trustee.

(c) Any resignation or removal of the Owner Trustee and appointment of a successor 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 Owner Trustee to the outgoing Owner Trustee and the Administrator and all fees and expenses due to the outgoing Owner Trustee are paid. Costs associated with the resignation of the Owner Trustee and the appointment of a successor Owner Trustee will be borne by the Servicer. Any successor 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 Owner Trustee. The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each of the Rating Agencies.

(d) The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor 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 Owner Trustee all such rights, powers, duties and obligations.

(e) Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Owner Trustee to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies.

Section 6.11 Merger or Consolidation of Owner Trustee. Any Person into which the 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 Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the 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 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 Owner Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall, at the expense of the Servicer, have the power and shall, at the expense of the Servicer, execute and deliver all instruments to appoint one or more Persons approved by the Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or trustees, of all or any part of the 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 Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such 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 Owner Trustee shall be conferred upon and exercised or performed by the 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 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 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 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 Administrator and the 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 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 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 Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.

(d) Any separate trustee or co-trustee may at any time appoint the 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 Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.13 Eligibility Requirements for Owner Trustee. The Owner Trustee shall at all times satisfy the requirement of Section 26(a)(1) of the Investment Company Act. The 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 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; and (d) have (or have a parent which has) a long-term unsecured debt rating of at least BBB^-by Standard & Poor’s Ratings Service 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 Owner Trustee shall cease to be eligible in accordance with the provisions of this Section 6.13, the 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 dissolve in accordance with Section 3808 of the Statutory Trust Act and be of no further force or effect on the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Trust Sale and Servicing Agreement (including the exercise by the Servicer of its option to purchase the Receivables pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement), the Interest Rate Swaps and Article V. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (x) operate to terminate this Agreement or the Trust, (y) entitle such

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 Owner Trust Estate or (z) otherwise affect the rights, obligations and liabilities of the parties hereto.

(b) Neither the Depositor nor any 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 Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 8.01(c) of the Trust Sale and Servicing Agreement, stating: (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the 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 Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.2.

(d) If all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the written notice referred to in Section 7.1(c), the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their 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 Depositor and distributed by the Owner Trustee to the Depositor, and the Owner Trustee shall have no further liability to the 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 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 Depositor and the Owner Trustee without the consent of any

of the Noteholders or any other Persons who may be Certificateholders (but with prior notice to each of 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 Basic Document, (iii) add or supplement any credit enhancement for the benefit of the Noteholders or Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently from any other class of Noteholders or 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 Noteholders or Certificateholders), (iv) add to the covenants, restrictions or obligations of the Depositor or the Owner Trustee, (v) evidence and provide for the acceptance of the appointment of a successor trustee with respect to the 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 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 Noteholders or Unaffiliated Certificateholders.

Section 8.2 Amendments With Consent of Certificateholders and Noteholders. This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of 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 Depositor or an Affiliate of the Depositor holds any Certificates, the consent of Certificateholders whose Certificates evidence not less than a majority of the Voting Interest 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 Notes or Certificates and of any Notes or 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 Notes or 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 Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The 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 Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Certificateholder and the Indenture Trustee.

(b) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Indenture Trustee 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 Unaffiliated Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.

(c) Promptly after the execution of any amendment to the Certificate of Trust, the 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 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 Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

ARTICLE IX
MISCELLANEOUS

Section 9.1 No Legal Title to Owner Trust Estate. The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The 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 Certificateholders to and in their ownership interest in the 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 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 Owner Trustee, the Depositor, the Certificateholders, the Administrator and, to the extent expressly provided herein, the Indenture Trustee and the 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 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 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 Certificate Owner must meet all requirements set forth in the Statutory Trust Act; and

(b) no Certificateholder may bring a derivative action in the right of the Trust without the prior written consent of Certificateholders owning, in the aggregate, beneficial interests in Certificates representing at least 50% of the Voting Interests.

Section 9.4 Notices. All demands, notices and communications upon or to the Depositor, the Servicer, the Administrator, the Indenture Trustee, the Owner Trustee or the Rating Agencies under this Agreement shall be delivered as specified in Appendix B to the Trust Sale and Servicing Agreement.

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 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 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. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Depositor, the Owner Trustee and each 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 Certificateholder shall bind the successors and assigns of such Certificateholder.

Section 9.8 No Petition. The Owner Trustee by entering into this Trust Agreement and each Certificateholder or Certificate Owner, by accepting a 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 the Trust and of each other trust heretofore formed by the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor or the Trust to invoke in any court or government authority for the purpose of commencing or sustaining a case against the Depositor 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 Depositor or the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Trust.

Section 9.9 No Recourse. Each Certificateholder or Certificate Owner by accepting a Certificate (or any interest therein) acknowledges that such Person’s Certificate (or interest therein) represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Owner Trustee, the 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 Certificates or the other Basic Documents. Except as expressly provided in the Basic Documents, none of the Depositor, the Servicer or the 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, nor shall recourse be had to any of them for, the distribution of any amount with respect to the Certificates or the Trust’s performance of, or omission to perform, any obligations or indemnifications contained in the Certificates, this Agreement or the other Basic Documents, it being expressly understood that such Certificateholder obligations have been made solely by the Trust. Each Certificateholder by the acceptance of a Certificate (or beneficial interest therein) agrees that except as expressly provided in the Basic Documents, in the event of nonpayment of any amounts with respect to the 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 Certificateholder and Certificate Owner is prohibited by, or declared illegal or otherwise unenforceable against any such Certificateholder or Certificate Owner under applicable law by any court or other authority of competent jurisdiction, and, as a result, a Certificateholder or Certificate Owner is deemed to have an interest in any assets of the Depositor or any Affiliate of the Depositor other than the Trust, each Certificateholder and 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, 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 Servicer. The Owner Trustee acknowledges and agrees to reimburse (i) the Servicer and its directors, officers, employees and agents in accordance with Section 6.03(b) of the Trust Sale and Servicing Agreement and (ii) the Depositor and its directors, officers, employees and agents in accordance with Section 3.04 of the Trust Sale and Servicing Agreement. The Owner Trustee further acknowledges and accepts the conditions and limitations with respect to the Servicer’s obligation to indemnify, defend and hold the Owner Trustee harmless as set forth in Section 6.01(a)(iv) of the Trust Sale and Servicing Agreement.

Section 9.13 Effect of Amendment and Restatement. It is the intent of the parties hereto that this Trust Agreement shall, as of August 23, 2007, replace in its entirety the Original Trust Agreement; provided, however, that with respect to the period of time from August 10, 2007 through August 23, 2007, the rights and obligations of the parties shall be governed by the Original Trust Agreement; 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 Owner Trustee.

(a) The Owner Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the Owner Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1117 and 1119 of Regulation AB as it relates to the Owner Trustee or to the Owner Trustee’s obligations under this Agreement.

(b) Except to the extent disclosed by the Owner Trustee in subsection (c) or (d) below, the Owner Trustee shall be deemed to have represented to the Depositor 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 Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(c) The Owner Trustee shall, as promptly as practicable following notice to or discovery by the Owner Trustee of any changes to any information regarding the Owner Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information.

(d) The Owner Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the Owner Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Owner Trustee, that except to the extent otherwise disclosed in writing to Depositor, 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 Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(e) The Owner Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the Owner Trustee with respect to the immediately preceding calendar year providing to the Depositor such information regarding the 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 Owner Trustee and any of the following parties to this securitization transaction, as such parties are identified to the Owner Trustee by the Depositor in writing in advance of this securitization transaction:

	(i)		the Depositor;

	(ii)		GMAC, as sponsor;

	(iii)		the Trust;

	(iv)		the Servicer;

	(v)		the 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 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.

* * * * *

IN WITNESS WHEREOF, the parties hereto have caused this 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 Owner Trustee
By:	/s/ David Dwyer
	Name:	David Dwyer
	Title:	Vice President


By:	/s/ Michelle Siwik
	Name:	Michelle Siwik
	Title:	Associate

CAPITAL AUTO RECEIVABLES LLC, as Depositor
By:	/s/ Pamela M. Surhigh
	Name:	Pamela M. Surhigh
	Title:	Vice President


Acknowledged and accepted: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent
By:	/s/ Jenna Kaufman
	Name:	Jenna Kaufman
	Title:	Director


By:	/s/ Aranka R. Paul
	Name:	Aranka R. Paul
	Title:	Assistant Vice President

EXHIBIT A

FORM OF CERTIFICATE



NO. R-		%

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR 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 TRUST AGREEMENT.

THIS CERTIFICATE (OR AN INTEREST HEREIN) MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF (1) 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, (2) A “PLAN,” AS DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN IN SUCH ENTITY OTHER THAN AN “INSURANCE COMPANY GENERAL ACCOUNT,” AS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (“PTCE 95-60”), WHOSE UNDERLYING ASSETS INCLUDE LESS THAN 25% PLAN ASSETS AND FOR WHICH THE PURCHASE AND HOLDING OF CERTIFICATES IS ELIGIBLE AND SATISFIES ALL CONDITIONS FOR RELIEF UNDER PTCE 95-60. THIS CERTIFICATE (OR AN INTEREST THEREIN) ALSO MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF AN EMPLOYEE BENEFIT PLAN OR PLAN THAT IS NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL PLANS) IF SUCH ACQUISITION WOULD RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER, OR A VIOLATION OF, ANY APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO ERISA OR SECTION 4975 OF THE CODE. EACH HOLDER OF THIS CERTIFICATE, BY ACCEPTING THIS CERTIFICATE, WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT SUBJECT TO THE FOREGOING LIMITATIONS AND, IF REQUESTED TO DO SO BY THE DEPOSITOR, SUCH PERSON SHALL EXECUTE AND DELIVER TO THE OWNER TRUSTEE AN UNDERTAKING LETTER TO SUCH EFFECT IN THE FORM SPECIFIED IN THE TRUST AGREEMENT.

A-1

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

ASSET BACKED CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the property of which includes a pool of retail instalment sale contracts and direct purchase money loans secured by new or used automobiles and light trucks and sold to the Trust by Capital Auto Receivables LLC.

(This Certificate does not represent an interest in or obligation of Capital Auto Receivables LLC or GMAC LLC or any of their respective affiliates, except to the extent described in the Basic Documents.)

THIS CERTIFIES THAT is the registered owner of a nonassessable, fully-paid fractional undivided interest in Capital Auto Receivables Asset Trust 2007-2 (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 August 10, 2007 (as amended and supplemented as of August 23, 2007, the “Trust Agreement”), between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee (the “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 Certificate is one of the duly authorized Certificates designated as Asset Backed Certificates (the “Certificates”). This 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 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 15^th day of each month, or if such 15^th day is not a Business Day, the next Business Day, commencing on September 17, 2007 (each, a “Distribution Date”), to the person in whose name this Certificate is registered on the related Record Date, such amount as is provided in the 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 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 Certificate shall be applied in respect of this Certificate.

The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as and to the extent described in the Trust Sale and Servicing Agreement.

A-2

It is the intent of the Depositor, the Owner Trustee and the 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 Depositor, or any other single Person, and disregarded as a separate entity, if all Certificates are owned solely by the Depositor or by such single Person, or (B) a partnership if the Certificates are owned by more than one Person. Except as otherwise required by appropriate taxing authorities, the Depositor and the other Certificateholders by acceptance of a Certificate agree to treat, and to take no action inconsistent with the treatment of, the Certificates for such tax purposes as interests in such a disregarded entity or partnership as described in the previous sentence.

Each Certificateholder or Certificate Owner by its acceptance of a Certificate (or an interest therein) covenants and agrees that such Certificateholder or Certificate Owner shall not, prior to the date which is one year and one day after the termination of the Trust and of each other trust heretofore formed by the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor, the Owner Trustee or the Trust to invoke the process of any court or governmental authority for the purpose of commencing or sustaining a case against the Depositor or the 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 Depositor or the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor or the Trust.

Except as otherwise provided in the Trust Agreement, distributions on this Certificate shall be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this 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 Certificate shall be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office maintained for such purpose by the Owner Trustee in the Borough of Manhattan, the City of New York.

Reference is hereby made to the further provisions of this 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 Owner Trustee by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Trust Sale and Servicing Agreement or be valid for any purpose.

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.

A-3

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed.


Dated: August 23, 2007	CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2 DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
	By:
		Name:
		Title:


	By:
		Name:
		Title:

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust Agreement.


DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee		DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee
		By:	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Authenticating Agent

By:		By:
	Name:		Name:
	Title:		Title:


By:		By:
	Name:		Name:
	Title:		Title:

A-4

REVERSE OF CERTIFICATE

The Certificate does not represent an obligation of, or an interest in, the Depositor, the Servicer, GMAC LLC, the Indenture Trustee, the 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 Basic Documents. In addition, this 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 Receivables (and certain other amounts), all as more specifically set forth herein and in the other Basic Documents. A copy of each of the other Basic Documents may be examined during normal business hours at the principal office of the Depositor, and at such other places, if any, designated by the Depositor, by any Certificateholder upon written request. In the event of any conflict between the terms of this Certificate and the terms of the other Basic Documents, the terms of the other Basic Documents shall govern.

The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the Depositor and the Owner Trustee with the consent of the Holders of the Controlling Class evidencing not less than a majority of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date and the consent of Certificateholders whose 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 Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any 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 Certificate. The Trust Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates or the Notes.

As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Owner Trustee in the City of New York, accompanied by a written instrument of transfer in form satisfactory to the 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 Certificates evidencing the same aggregate 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 Certificate is issuable only as a registered Certificate. As provided in the Trust Agreement and subject to certain limitations therein set forth, the Certificate is exchangeable for a new Certificate. No service charge shall be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Certificate is registered as

A-5

the owner hereof for all purposes, and none of the Owner Trustee, the 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-6

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
NUMBER OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE

(please print or type name and address, including postal zip code, of assignee)

the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing



		attorney to

transfer said 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 of the registered owner as it appears upon the face of the within Certificate in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

A-7

EXHIBIT B

CERTIFICATE OF TRUST
OF CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

This Certificate of Trust of Capital Auto Receivables Asset Trust 2007-2 (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. § 3801 et seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is Capital Auto Receivables Asset Trust 2007-2.

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, E.A. Delle Donne Corporate Center, Montgomery Building, 1011 Centre Road, Wilmington, Delaware 19805-1266.

3. Effective Date. This certificate of trust shall be effective on August 10, 2007.

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 Owner Trustee
	By:
		Name:
		Title:


	By:
		Name:
		Title:

B-1

EXHIBIT C

UNDERTAKING LETTER

Capital Auto Receivables LLC
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801

Deutsche Bank Trust Company Delaware,
as Owner Trustee of Capital Auto Receivables Asset Trust 2007-2
E.A. Delle Donne Corporate Center
Montgomery Building
1011 Centre Road, Suite 200
Wilmington, DE 19805

Ladies and Gentlemen:

In connection with our purchase of record or beneficial ownership of the _______ Asset Backed Certificate (the “Certificate”) of Capital Auto Receivables Asset Trust 2007-2, the undersigned purchaser, record owner or beneficial owner hereby acknowledges, represents and warrants that such purchaser, record owner or beneficial owner:

(1) is not, and has not acquired the Certificate by or for the benefit of, (a) (i) an “employee benefit plan,” as defined in Section 3(3) of the 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”), or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity other than an “insurance company general account,” as defined in Prohibited Transaction Class Exemption 95-60, whose underlying assets include less than 25% plan assets and for which the purchase and holding of Certificates is eligible and satisfies all conditions for relief under Prohibited Transaction Class Exemption 95-60, or (b) an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code (including, without limitation, foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code; and

(2) acknowledges that you and others will rely on our acknowledgments, representations and warranties made in connection with our purchase of record or beneficial ownership of the Certificate and agrees to notify you promptly in writing if any of our representations or warranties herein cease to be accurate and complete.


	Name of Certificate Owner
	By:
		Name:
		Title:
		Date:

C-1

EX-4.3 4 k18149exv4w3.htm POOLING AND SERVICING AGREEMENT, DATED AS OF AUGUST 23, 2007 exv4w3

EXHIBIT 4.3

POOLING AND SERVICING AGREEMENT

BETWEEN

CAPITAL AUTO RECEIVABLES LLC

AND

GMAC LLC

DATED AS OF AUGUST 23, 2007

TABLE OF CONTENTS


		Page

ARTICLE I DEFINITIONS			1

SECTION 1.01	Definitions		1
SECTION 1.02	Owner of a Receivable		2

ARTICLE II PURCHASE AND SALE OF RECEIVABLES			2

SECTION 2.01	Purchase and Sale of Receivables		2
SECTION 2.02	Receivables Purchase Price		3
SECTION 2.03	The Closing		3
SECTION 2.04	Custody of Receivable Files		3

ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES			4

SECTION 3.01	Duties of the Servicer		4
SECTION 3.02	Collection of Receivable Payments		5
SECTION 3.03	[Reserved]		5
SECTION 3.04	Realization Upon Liquidating Receivables		5
SECTION 3.05	Maintenance of Insurance Policies		6
SECTION 3.06	Maintenance of Security Interests in Vehicles		6
SECTION 3.07	Covenants, Representations and Warranties of the Servicer		6
SECTION 3.08	Purchase of Receivables Upon Breach of Covenant		8
SECTION 3.09	Basic Servicing Fee; Payment of Certain Expenses by Servicer		8
SECTION 3.10	Servicer’s Accounting		8
SECTION 3.11	Application of Collections		9

ARTICLE IV REPRESENTATIONS AND WARRANTIES			9

SECTION 4.01	Representations and Warranties as to the Receivables		9
SECTION 4.02	Additional Representations and Warranties of GMAC		12
SECTION 4.03	Representations and Warranties of CARI		13

ARTICLE V ADDITIONAL AGREEMENTS			14

SECTION 5.01	Conflicts With Further Transfer and Servicing Agreements		14
SECTION 5.02	Protection of Title		14
SECTION 5.03	Other Liens or Interests		15
SECTION 5.04	Repurchase Events		15
SECTION 5.05	Indemnification		15
SECTION 5.06	Further Assignments		15
SECTION 5.07	Pre-Closing Collections		15

ARTICLE VI CONDITIONS			16

SECTION 6.01	Conditions to Obligation of CARI		16
SECTION 6.02	Conditions to Obligation of the Seller		16

ARTICLE VII MISCELLANEOUS PROVISIONS			17

SECTION 7.01	Amendment		17
SECTION 7.02	Survival		17
SECTION 7.03	Notices		17
SECTION 7.04	Governing Law		17
SECTION 7.05	Waivers		17
SECTION 7.06	Costs and Expenses		17
SECTION 7.07	Confidential Information		17


		Page

SECTION 7.08	Headings		18
SECTION 7.09	Counterparts		18
SECTION 7.10	No Petition Covenant		18
SECTION 7.11	Limitations on Rights of Others		18


EXHIBIT A		Form of First Step Receivables Assignment

SCHEDULE A		Schedule of Receivables

APPENDIX A		Definitions, Rules of Construction and Notices

APPENDIX B		Additional Representations and Warranties

THIS POOLING AND SERVICING AGREEMENT, dated as of August 23, 2007, between CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company (“CARI”), and GMAC LLC, a Delaware limited liability company (herein referred to as the “Seller” in its capacity as seller of the Receivables and as the “Servicer” in its capacity as servicer of the Receivables).

WHEREAS, CARI desires to purchase on the date hereof a portfolio of automobile and light truck retail instalment sale contracts, direct purchase money loans and related rights owned by the Seller;

WHEREAS, the Seller is willing to sell on the date hereof such contracts and related rights to CARI;

WHEREAS, CARI may wish to sell or otherwise transfer on the date hereof such contracts and related rights, or interests therein, to a trust, corporation, partnership or other entity (any such entity being the “Issuing Entity”);

WHEREAS, the Issuing Entity 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 such contracts and related rights;

WHEREAS, the Issuing Entity may wish to provide in the agreements pursuant to which it acquires its interest in such contracts and related rights and issues the Securities (the Second Step Receivables Assignment, the Trust Agreement, the Notes, the Certificates, the Trust Sale and Servicing Agreement and the Indenture being collectively the “Further Transfer and Servicing Agreements”) that the Seller shall service such contracts;

WHEREAS, the Servicer is willing to service such contracts in accordance with the terms hereof for the benefit of CARI and, by its execution of the Further Transfer and Servicing Agreements, will be willing to service such contracts in accordance with the terms of such Further Transfer and Servicing Agreements for the benefit of the Issuing Entity and each other party identified or described herein or in the Further Transfer and Servicing Agreements as having an interest as owner, trustee, secured party, or holder of Securities (the Issuing Entity and all such parties under the Further Transfer and Servicing Agreements being “Interested Parties”) with respect to such contracts, 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 1.01 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 Servicing 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 1.02 Owner of a Receivable. For purposes of this Agreement, the “Owner” of a Receivable shall mean CARI until the sale, transfer, assignment or other conveyance of such Receivable by CARI pursuant to the terms of the Further Transfer and Servicing Agreements, and thereafter shall mean the Issuing Entity; provided, that the Seller or CARI, as applicable, shall be the “Owner” of any Receivable from and after the time that such Person shall acquire such Receivable, whether pursuant to Section 3.08 or 5.04 of this Agreement, any provision of the Further Transfer and Servicing Agreements or otherwise.

ARTICLE II
PURCHASE AND SALE OF RECEIVABLES

SECTION 2.01 Purchase and Sale of Receivables.

(a) Purchase. On the Closing Date, subject to satisfaction of the conditions specified in Article VI and the First Step Receivables Assignment (and, in any event, immediately prior to consummation of the related transactions contemplated by the Further Transfer and Servicing Agreements, if any), the Seller shall sell, transfer, assign and otherwise convey to CARI, without recourse:

(i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage insurance force-placed by the Seller covering any related Financed Vehicle;

(ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

(iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors;

(iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables;

(v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and

(vi) all 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.

The property described in clauses (i) through (vi) above is referred to herein collectively as the “Purchased Property.”

(b) It is the intention of the Seller and CARI that the transfer and assignment of Receivables contemplated by this Agreement and the First Step Receivables Assignment shall constitute a sale of the Receivables from the Seller to CARI and the beneficial interest in and title to the Receivables 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 Receivables contemplated by this Agreement and the First Step Receivables Assignment does not constitute and is not intended to result in any assumption by CARI of any obligation of the Seller to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them.

SECTION 2.02 Receivables Purchase Price. In consideration for the Purchased Property, CARI shall, on the Closing Date, pay to the Seller an amount equal to the Initial Aggregate Receivables Principal Balance in respect of the Receivables and the Seller shall execute and deliver to CARI an assignment in the form attached hereto as Exhibit A (the “First Step Receivables Assignment”). A portion of the Initial Aggregate Receivables Principal Balance, which is equal to $3,004,618,442.41, shall be paid to the Seller in immediately available funds, with the balance of such purchase price being either in the form of an advance from the Seller to CARI pursuant to the Intercompany Advance Agreement or in the form of a capital contribution from the Seller to CARI. The amount advanced under the Intercompany Advance Agreement and the amount paid as a capital contribution shall be duly recorded by the Seller and CARI.

SECTION 2.03 The Closing. The sale and purchase of the Receivables shall take place at the offices of Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, on the Closing Date at a time mutually agreeable to the Seller and CARI, and will occur simultaneously with the closing of transactions contemplated by the Further Transfer and Servicing Agreements.

SECTION 2.04 Custody of Receivable Files. In connection with the sale, transfer and assignment of the Receivables to CARI pursuant to this Agreement and the First Step Receivables Assignment, CARI, simultaneously with the execution and delivery of this Agreement, shall enter into the Custodian Agreement with the Custodian, pursuant to which CARI shall revocably appoint the Custodian, and the Custodian shall accept such appointment, to act as the agent of CARI as Custodian of the following documents or instruments which shall be constructively delivered to CARI with respect to each Receivable:

(a) the fully executed original of the instalment sale contract or direct purchase money loan, as applicable, for such Receivable;

(b) documents evidencing or related to any Insurance Policy;

(c) the original credit application of each Obligor, fully executed by each such Obligor on the Seller’s customary form, or on a form approved by the Seller, for such application;

(d) where permitted by law, the original certificate of title (when received) and otherwise such documents, if any, that GMAC keeps on file in accordance with its customary procedures indicating that the Financed Vehicle is owned by the Obligor and subject to the interest of the Seller as first lienholder or secured party; and

(e) any and all other documents that GMAC keeps on file in accordance with its customary procedures relating to the individual Receivable, Obligor or Financed Vehicle.

ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 3.01 Duties of the Servicer.

(a) The Servicer is hereby appointed and authorized to act as agent for the Owner of the Receivables and in such capacity shall manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to comparable motor vehicle related receivables that it services for itself or others. The Servicer hereby accepts such appointment and authorization and agrees to perform the duties of Servicer with respect to the Receivables set forth herein and in the Further Transfer and Servicing Agreements.

(b) The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors, policing the collateral, accounting for collections and furnishing monthly and annual statements to the Owner of any Receivables with respect to distributions, generating federal income tax information and performing the other duties specified herein. Subject to the provisions of Section 3.02, the Servicer 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 managing, servicing, administration and collection that it may deem necessary or desirable.

(c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and empowered by the Owner of the Receivables, 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 Receivables and the Financed Vehicles. The Servicer is hereby authorized to commence, in its own name or in the name of the Owner of such Receivable a legal proceeding, whether through judicial process or (with respect to repossession of a Financed Vehicle) non-judicial process, to enforce a Liquidating Receivable as contemplated by Section

3.04, to enforce all obligations of GMAC and CARI under this Agreement and under the Further Transfer and Servicing Agreements or to commence or participate in a legal proceeding (including a bankruptcy case) relating to or involving a Receivable or a Liquidating Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Servicer is hereby authorized and empowered by the Owner of the Receivables pursuant to this Section 3.01 to obtain possession of the related Financed Vehicle and immediately and without further action on the part of the Owner or the Servicer, the Owner of such Receivable shall thereupon automatically assign in trust such Receivable and the security interest in the related Financed Vehicle to the Servicer 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 Servicer 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 Receivable and the related Financed Vehicle. At the Servicer’s request from time to time, the Owner of a Receivable assigned under this Section 3.01 shall provide the Servicer with evidence of the assignment in trust for the benefit of the Interested Parties as may be reasonably necessary for the Servicer to take any of the actions set forth in the following sentence.

(d) The Servicer is hereby authorized and empowered by the Owner of a Receivable 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. Any Owner of Receivables 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 Further Transfer and Servicing Agreements. Except to the extent required by the preceding two sentences, the authority and rights granted to the Servicer 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 Receivable of equivalent authority and rights.

SECTION 3.02 Collection of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others in connection therewith. Except as provided in Section 3.07(a)(iii), the Servicer is hereby authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Owner of such Receivable. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing such Receivable.

SECTION 3.03 [Reserved].

SECTION 3.04 Realization Upon Liquidating Receivables. The Servicer shall use reasonable efforts, consistent with its customary practices, policies and procedures, to repossess or otherwise comparably convert the ownership of any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle. The Servicer is authorized to follow such customary practices, policies and procedures as it follows with respect to comparable motor vehicle related receivables that it services for itself or others, which customary practices, policies

and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the related Financed Vehicle at public or private sale and other actions by the Servicer in order to realize upon such a Receivable. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. The Servicer shall be entitled to receive Liquidation Expenses with respect to each Liquidating Receivable at such time as the Receivable becomes a Liquidating Receivable (or as may otherwise be provided in the Further Transfer and Servicing Agreements).

SECTION 3.05 Maintenance of Insurance Policies. The Servicer shall, in accordance with its customary practices, policies and procedures, require that each Obligor shall have obtained physical damage insurance covering the Financed Vehicle as of the execution of the related Receivable. The Servicer shall, in accordance with its customary practices, policies and procedures, monitor such physical damage insurance with respect to each Receivable.

SECTION 3.06 Maintenance of Security Interests in Vehicles. The Servicer 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 Receivable in the related Financed Vehicle. The Owner of each Receivable hereby authorizes the Servicer to re-perfect such security interest on behalf of such Owner, as necessary because of the relocation of a Financed Vehicle, or for any other reason.

SECTION 3.07 Covenants, Representations and Warranties of the Servicer. As of the Closing Date, the Servicer hereby makes the following representations, warranties and covenants on which CARI relies in accepting the Receivables hereunder and pursuant to the related First Step Receivables Assignment, and on which the Issuing Entity shall rely in accepting such Receivables and executing and delivering the Securities under the Further Transfer and Servicing Agreements.

(a) The Servicer covenants that from and after the closing hereunder:

(i) Liens in Force. Except as contemplated in this Agreement or the Further Transfer and Servicing Agreements, the Servicer shall not release in whole or in part any Financed Vehicle from the security interest securing the related Receivable;

(ii) No Impairment. The Servicer shall do nothing to impair the rights or security interest of CARI or any Interested Party in and to the Purchased Property; and

(iii) No Modifications. The Servicer shall not amend or otherwise modify any Receivable such that the Amount Financed, the Annual Percentage Rate, or the number of originally scheduled due dates is altered or such that the last scheduled due date occurs after the Final Scheduled Distribution Date.

(b) Upon the execution of this Agreement and the Further Transfer and Servicing Agreements, the Servicer represents and warrants to the Issuing Entity and CARI that

as of the Closing Date, in addition to the representations and warranties in Sections 4.01 and 4.02 being true:

(i) Organization and Good Standing. The Servicer has been duly formed and is validly existing and 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 service the Receivables as provided herein and in the Further Transfer and Servicing Agreements;

(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 Receivables) requires or shall require such qualification;

(iii) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and the Further Transfer and Servicing Agreements and to carry out the terms of such agreements; and the Servicer’s execution, delivery and performance of this Agreement and the Further Transfer and Servicing Agreements have been duly authorized by the Servicer by all necessary limited liability company action;

(iv) Binding Obligation. The Further Transfer and Servicing Agreements and this Agreement, when duly executed and delivered, shall constitute the legal, valid and binding obligations of the Servicer 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 Servicer of the transactions contemplated by this Agreement and the Further Transfer and Servicing Agreements, and the fulfillment by the Servicer 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 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, 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 this Agreement and the Further Transfer and Servicing Agreements, 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. To the Servicer’s knowledge, there are no proceedings or investigations pending, or 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 and the Further

Transfer and Servicing 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 Servicing Agreements, or (C) seeking any determination or ruling that might materially and adversely affect this Agreement, the performance by the Servicer of its obligations under, or the validity or enforceability of, the Further Transfer and Servicing Agreements.

SECTION 3.08 Purchase of Receivables Upon Breach of Covenant. Upon discovery by any of the Servicer, CARI or any party under the Further Transfer and Servicing Agreements of a breach of any of the covenants set forth in Sections 3.06 and 3.07(a), 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 discovering or receiving notice of such breach (or, at the Servicer’s election, the last day of the first Monthly Period so following), the Servicer shall, unless it shall have cured such breach in all material respects, purchase from the Owner thereof any Receivable materially and adversely affected by such breach as determined by such Owner and, on the related Distribution Date, the Servicer shall pay the Administrative Purchase Payment, and shall be entitled to receive the Released Administrative Amount, if any. It is understood and agreed that the obligation of the Servicer to purchase any Receivable 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 CARI or any Interested Party.

SECTION 3.09 Basic Servicing Fee; Payment of Certain Expenses by Servicer. The Servicer is entitled to receive the Basic Servicing Fee out of collections in respect of the Receivables and other available funds, as and to the extent set forth in the Further Transfer and Servicing Agreements. The Servicer shall also be entitled to Investment Earnings as, and to the extent, set forth in the Further Transfer and Servicing Agreements. Subject to any limitations on the Servicer’s liability under the Further Transfer and Servicing Agreements, the Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement and under the Further Transfer and Servicing Agreements (including fees and disbursements of the Issuing Entity, any trustees and independent accountants, taxes imposed on the Servicer, 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 Servicing Agreements to be for the account of the holders of Securities).

SECTION 3.10 Servicer’s Accounting. On each Determination Date under a Further Transfer and Servicing Agreement, the Servicer shall deliver to each of the trustees and other applicable parties under the Further Transfer and Servicing Agreements and to CARI and the Rating Agencies a Servicer’s Accounting with respect to the immediately preceding Monthly Period executed by the President or any Vice President of the Servicer containing all information necessary to each such party for making any distributions required by the Further Transfer and Servicing Agreements, and all information necessary to each such party for sending any statements required under the Further Transfer and Servicing Agreements. Receivables to be purchased by the Servicer under Sections 3.08 or 5.04 or to be repurchased by CARI or GMAC under the Further Transfer and Servicing Agreements as of the last day of any Monthly Period shall be identified by Receivable number (as set forth in the Schedule of Receivables). With respect to any Receivables for which CARI is the Owner, the Servicer shall deliver to CARI such

accountings relating to such Receivables and the actions of the Servicer with respect thereto as CARI may reasonably request.

SECTION 3.11 Application of Collections. For the purposes of this Agreement and the Further Transfer and Servicing Agreements, no later than each Distribution Date all collections for the related Monthly Period shall be applied by the Servicer as follows:

(a) With respect to all Simple Interest Receivables (other than Administrative Receivables and Warranty Receivables), payments by or on behalf of the Obligors that are not Supplemental Servicing Fees shall be applied first to the payment to the Servicer of Excess Simple Interest Collections, if any, and next to principal and interest on all such Simple Interest Receivables.

(b) With respect to a Simple Interest Receivable that is also an Administrative Receivable and Warranty Receivable, payments by or on behalf of the Obligor shall be applied in the same manner as set forth in Section 3.11(a), except that any Released Administrative Amount or Released Warranty Amount shall be remitted to the Servicer or CARI, as applicable. A Warranty Payment or an Administrative Purchase Payment, as applicable, shall be applied to principal and interest on such Receivable.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

SECTION 4.01 Representations and Warranties as to the Receivables. The Seller makes the following representations and warranties as to the Receivables, on which CARI relies in accepting the Receivables. Such representations and warranties speak as of the Closing Date, and shall survive the sale, transfer and assignment of the Receivables to CARI and the subsequent assignment and transfer pursuant to the Further Transfer and Servicing Agreements:

(a) Characteristics of Receivables.

(i) General. Each Receivable:

(1) is secured by a Financed Vehicle, was originated in the United States by the Seller or one of its subsidiaries or a Dealer for the retail sale of a Financed Vehicle in the ordinary course of business, was fully and properly executed by the parties thereto, if not originated by the Seller, was purchased by the Seller from one of its subsidiaries or from such Dealer under an existing Dealer Agreement, and was validly assigned by such subsidiary or such Dealer to the Seller in accordance with its terms,

(2) has created or shall create a valid, binding and enforceable first priority security interest in favor of the Seller in the Financed Vehicle, which security interest is assignable by the Seller to CARI,

(3) contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security,

(4) is a Simple Interest Receivable,

(5) provides for level monthly payments which may vary from one another by no more than $5, which shall amortize the Amount Financed by maturity and shall yield interest at the Annual Percentage Rate,

(6) has an original term of not less than six months and not greater than 72 months and a remaining term of not less than five months, and

(7) at least one monthly payment has been made.

(ii) Receivables. In addition to the characteristics set forth in Section 4.01(a)(i) above, each Receivable (1) has a first scheduled payment due date on or after October 18, 2000, (2) was originated on or after September 18, 2000, (3) as of the Cutoff Date, was not considered past due (that is, no payments due on that Receivable in excess of $25 were more than thirty (30) days delinquent), and was not a Liquidating Receivable, and (4) has an Annual Percentage Rate not greater than 20.00%.

(b) Creation, Perfection and Priority of Security Interests. The representations and warranties regarding creation, perfection and priority of security interests in the Purchased Property, which are attached to this Agreement as Appendix B, are true and correct to the extent that they are applicable.

(c) Schedule of Receivables. The information set forth in the Schedule of Receivables is true and correct in all material respects, and no selection procedures believed to be adverse to CARI or to holders of the Securities issued under the Further Transfer and Servicing Agreements were utilized in selecting the Receivables from those receivables of the Seller that meet the selection criteria set forth in this Agreement.

(d) Compliance With Law. All requirements of applicable federal, state and local laws, and regulations thereunder, including 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” and “Z”, the Servicemembers Civil Relief Act of 2003, the Texas Consumer Credit Code, and state adaptations of the National Consumer Act and the Uniform Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure laws, in respect of any of the Receivables and other Purchased Property, have been complied with in all material respects, and each Receivable and the sale of the Financed Vehicle evidenced thereby 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.

(e) Binding Obligation. Each Receivable represents the genuine, legal, valid and binding payment obligation in writing of the Obligor 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.

(f) Security Interest in Financed Vehicle. Immediately prior to the sale, transfer and assignment thereof pursuant hereto and the First Step Receivables Assignment, each Receivable was secured by a validly perfected first priority security interest in the Financed Vehicle in favor of the Seller as secured party or all necessary and appropriate action had been commenced that would result in the valid perfection of a first priority security interest in the Financed Vehicle in favor of the Seller as secured party.

(g) Receivables In Force. No Receivable has been satisfied, subordinated or rescinded, and the Financed Vehicle securing each such Receivable has not been released from the lien of the related Receivable in whole or in part.

(h) No Waiver. Since the Cutoff Date no provision of a Receivable has been waived, altered or modified in any respect.

(i) No Defenses. No right of rescission, setoff, counterclaim or defense has been asserted or threatened with respect to any Receivable.

(j) No Liens. To the best of the Seller’s knowledge: (1) there are no liens or claims that have been filed for work, labor or materials affecting any Financed Vehicle securing any Receivable that are or may be liens prior to, or equal or coordinate with, the security interest in the Financed Vehicle granted by the Receivable; (2) no contribution failure has occurred with respect to any Benefit Plan which is sufficient to give rise to a lien under Section 302 (f) of ERISA with respect to any Receivable; and (3) no tax lien has been filed and no claim related thereto is being asserted with respect to any Receivable.

(k) Insurance. Each Obligor is required to maintain a physical damage insurance policy of the type that the Seller requires in accordance with its customary underwriting standards for the purchase of motor vehicle related receivables.

(l) Good Title. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than CARI; immediately prior to the conveyance of the Receivables pursuant to this Agreement and the First Step Receivables Assignment, the Seller had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Agreement by the Seller, CARI shall have all of the right, title and interest of the Seller in and to the Receivables, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien.

(m) Lawful Assignment. No Receivable 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 Receivable under this Agreement, the Trust Sale and Servicing Agreement or the Indenture, as applicable.

(n) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give CARI a first priority perfected ownership interest in the Receivables shall have been made.

(o) One Original. There is only one original executed copy of each Receivable.

(p) No Documents or Instruments. No Receivable, or constituent part thereof, constitutes a “negotiable instrument” or “negotiable document of title” (as such terms are used in the UCC).

(q) No Amendment. No Receivable has been amended or otherwise modified such that the number of originally scheduled due dates has been increased or such that the Amount Financed has been increased.

SECTION 4.02 Additional Representations and Warranties of GMAC. GMAC hereby represents and warrants to CARI as of the Closing Date, both in its capacity as the Seller of the Receivables hereunder and in its capacity as Servicer, that:

(a) Organization and Good Standing. GMAC has been duly formed 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 (including the servicing of the Receivables) requires or shall require such qualification;

(c) Power and Authority. GMAC has the power and authority to execute and deliver this Agreement and the First Step Receivables Assignment 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 service the Receivables as provided herein and in the Further Transfer and Servicing 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 and the First Step Receivables Assignment have been duly authorized by GMAC by all necessary limited liability company action;

(d) Valid Sale; Binding Obligation. This Agreement and the First Step Receivables Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Receivables, in each case, enforceable against creditors of and purchasers from GMAC; and this Agreement together with the First Step Receivables 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 and the First Step Receivables Assignment and the fulfillment of the terms of this Agreement and the First Step Receivables 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 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 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 First Step Receivables Assignment 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. To GMAC’s knowledge, there are no proceedings or investigations pending, or 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 Receivables Assignment, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement and the First Step Receivables Assignment, 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 and the First Step Receivables Assignment.

SECTION 4.03 Representations and Warranties of CARI. CARI hereby represents and warrants to GMAC as Seller and Servicer as of the Closing Date:

(a) Organization and Good Standing. CARI has been duly formed 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 Receivables;

(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 Receivables Assignment and to carry out its terms and the execution, delivery and performance of this Agreement and the First Step Receivables Assignment have been duly authorized by CARI by all necessary limited liability company action;

(d) No Violation. The consummation of the transactions contemplated by this Agreement and the First Step Receivables Assignment and the fulfillment of the terms of this Agreement and the First Step Receivables 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 formation or limited liability company agreement of CARI, 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 upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument, other than any Further Transfer and Servicing 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. To CARI’s knowledge, there are no proceedings or investigations pending, or 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 Receivables 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 Receivables Assignment.

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01 Conflicts With Further Transfer and Servicing 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 Servicing Agreements, the Further Transfer and Servicing Agreements shall govern.

SECTION 5.02 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 CARI under this Agreement and the First Step Receivables Assignment in the Receivables and the other Purchased Property and in the proceeds thereof. The Seller 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 the Seller hereby authorizes CARI and its assigns to file all such financing statements without its signature.

(b) Name Change. The Seller shall not change its state of formation or its name, identity or entity structure in any manner that would, could or might make any financing statement or continuation statement filed by the Seller, CARI or CARI’s assigns in accordance with Section 5.02(a) seriously misleading within the meaning of the UCC, unless it shall have given CARI at least sixty (60) days prior written notice thereof.

(c) Executive Office; Maintenance of Offices. The Seller shall give CARI at least sixty (60) 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 Receivables and its principal executive office within the United States of America.

(d) New Debtor. In the event that 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 5.02(a).

SECTION 5.03 Other Liens or Interests. Except for the conveyances hereunder and under the First Step Receivables Assignment and as contemplated by the Further Transfer and Servicing Agreements, the Seller shall not sell, pledge, assign or transfer the Receivables or other Purchased Property 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 CARI in, to and under such Receivables or other Purchased Property against all claims of third parties claiming through or under the Seller.

SECTION 5.04 Repurchase Events. By its execution of the Further Transfer and Servicing Agreements to which it is a party, the Seller shall acknowledge the assignment by CARI of such of its right, title and interest in, to and under this Agreement and the First Step Receivables Assignment to the Issuing Entity as shall be provided in the Further Transfer and Servicing Agreements. The Seller hereby covenants and agrees with CARI for the benefit of CARI and the Interested Parties that in the event of a breach of any of the Seller’s representations and warranties contained in Section 4.01 hereof with respect to any Receivable (a “Repurchase Event”), the Seller will repurchase such Receivable from the Issuing Entity (if the Issuing Entity is then the Owner of such Receivable) on the date and for the amount specified in the Further Transfer and Servicing Agreements, without further notice from CARI hereunder. Upon the occurrence of a Repurchase Event with respect to a Receivable for which CARI is the Owner, the Seller agrees to repurchase such Receivable from CARI for an amount and upon the same terms as the Seller would be obligated to repurchase such Receivable from the Issuing Entity if the Issuing Entity was then the Owner thereof, and upon payment of such amount, the Seller shall have such rights with respect to such Receivable as if the Seller had purchased such Receivable from the Issuing Entity as the Owner thereof. It is understood and agreed that the obligation of the Seller to repurchase any Receivable 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 CARI or any Interested Party.

SECTION 5.05 Indemnification. The Seller shall indemnify CARI for any liability as a result of the failure of a Receivable 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 5.06 Further Assignments. The Seller acknowledges that CARI may, pursuant to the Further Transfer and Servicing Agreements, sell the Receivables to the Issuing Entity and assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity, subject to the terms and conditions of the Further Transfer and Servicing Agreements, and that the Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that CARI may assign its rights under the Custodian Agreement to the Issuing Entity.

SECTION 5.07 Pre-Closing Collections. Within two (2) Business Days after the Closing Date the Seller shall transfer to the account or accounts designated by CARI (or by the Issuing Entity under the Further Transfer and Servicing Agreements) all collections on the Receivables held by the Seller on the Closing Date, and conveyed to CARI pursuant to Section

2.01; provided that so long as the Monthly Remittance Conditions are satisfied, such collections need not be transferred until the first Distribution Date.

ARTICLE VI
CONDITIONS

SECTION 6.01 Conditions to Obligation of CARI. The obligation of CARI to purchase the Receivables hereunder and pursuant to the First Step Receivables Assignment is subject to the satisfaction of the following conditions:

(a) Representations and Warranties True. The representations and warranties of GMAC, as Seller and Servicer hereunder, shall be true and correct at the time of the Closing Date, and GMAC shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.

(b) No Repurchase Event. No Repurchase Event shall have occurred on or prior to the Closing Date.

(c) Computer Files Marked. The Seller shall, at its own expense, on or prior to the Closing Date, indicate in its computer files created in connection with the Receivables that the Receivables have been sold to CARI pursuant to this Agreement and the First Step Receivables Assignment and deliver to CARI the Schedule of Receivables, certified by an officer of the Seller to be true, correct and complete.

(d) Documents to be Delivered By the Seller.

(i) The Assignments. On the Closing Date, the Seller shall execute and deliver the First Step Receivables Assignment.

(ii) Evidence of UCC Filing. On or prior to the 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 CARI as purchaser or secured party, naming the Receivables and the other 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 Receivables to CARI. The Seller shall deliver a file-stamped copy, or other evidence satisfactory to CARI of such filing, to CARI on or prior to the Closing Date.

(iii) Other Documents. On the Closing Date the Seller shall provide such other documents as CARI may reasonably request.

(e) Other Transactions. The transactions contemplated by the Further Transfer and Servicing Agreements shall be consummated to the extent that such transactions are intended to be substantially contemporaneous with the transactions hereunder.

SECTION 6.02 Conditions to Obligation of the Seller. The obligation of the Seller to sell the Receivables to CARI hereunder or pursuant to the First Step Receivables Assignment 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 Closing Date with respect to the Receivables, and CARI shall have performed all obligations to be performed by it hereunder or pursuant to the First Step Receivables Assignment on or prior to the closing hereunder.

(b) Receivables Purchase Price. On the Closing Date, CARI shall pay to the Seller that portion of the Initial Aggregate Receivables Principal Balance as provided in Section 2.02.

ARTICLE VII
MISCELLANEOUS PROVISIONS

SECTION 7.01 Amendment. This Agreement may be amended from time to time (subject to any expressly applicable amendment provision of the Further Transfer and Servicing Agreements) by a written amendment duly executed and delivered by the Seller, the Servicer and CARI.

SECTION 7.02 Survival. The representations and warranties of the Seller and Servicer set forth in Articles IV and V of this Agreement and of Servicer set forth in Section 3.07 of this Agreement shall remain in full force and effect and shall survive the Closing Date under Section 2.03 hereof and the closing under the Further Transfer and Servicing Agreements.

SECTION 7.03 Notices. All demands, notices and communications upon or to the Seller, the Servicer or CARI under this Agreement shall be delivered as specified in Part III of Appendix A to this Agreement.

SECTION 7.04 Governing Law. THIS AGREEMENT AND THE FIRST STEP RECEIVABLES 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 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 7.05 Waivers. No failure or delay on the part of CARI in exercising any power, right or remedy under this Agreement or the First Step Receivables 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 7.06 Costs and Expenses. The Seller 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 Receivables and the enforcement of any obligation of the Seller hereunder.

SECTION 7.07 Confidential Information. CARI agrees that it shall neither use nor disclose to any person the names and addresses of the Obligors, except in connection with the

enforcement of CARI’s rights hereunder, under the Receivables, under the Further Transfer and Servicing Agreements or as required by law.

SECTION 7.08 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 7.09 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 7.10 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 Notes to the Note Distribution Account, acquiesce, petition or otherwise invoke or cause CARI or the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against CARI or the Issuing Entity 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 the Issuing Entity or any substantial part of the property of either of them, or ordering the winding up or liquidation of the affairs of CARI or the Issuing Entity.

SECTION 7.11 Limitations on Rights of Others. The provisions of this Agreement and the First Step Receivables Assignment are solely for the benefit of the Seller, the Servicer 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.

* * * * *

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/ Carl J. Vannatter
	Name:	Carl J. Vannatter
	Title:	Director — Global Securitization

CAPITAL AUTO RECEIVABLES LLC
By:	/s/ Pamela M. Surhigh
	Name:	Pamela M. Surhigh
	Title:	Vice President

[Signature Page to Pooling and Servicing Agreement]

EXHIBIT A

FORM OF
FIRST STEP RECEIVABLES ASSIGNMENT
PURSUANT TO POOLING AND SERVICING AGREEMENT

For value received, in accordance with the Pooling and Servicing Agreement, dated as of August 23, 2007 (the “Pooling and Servicing Agreement”), between GMAC LLC, a Delaware limited liability company (the “Seller”), and Capital Auto Receivables LLC, a Delaware limited liability company (“CARI”), the Seller does hereby sell, assign, transfer and otherwise convey unto CARI, without recourse, (i) all right, title and interest of the Seller in, to and under the Receivables listed on the Schedule of Receivables attached hereto and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage insurance force-placed by the Seller covering any related Financed Vehicle; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto; (iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (iv) the interest of the Seller in any proceeds from recourse against Dealers on the Receivables; and (v) all right, title and interest of the Seller in, to and under the First Step Receivables Assignment; and (vi) all present and future claims, demands, causes and choses in action in respect of any or all the foregoing described in clauses (i), (ii), (iii), (iv), and (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.

It is the intention of the Seller and CARI that the transfer and assignment of Receivables contemplated by this First Step Receivables Assignment shall constitute a sale of the Receivables from the Seller to CARI and the beneficial interest in and title to the Receivables 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 Receivables contemplated by the Pooling and Servicing Agreement and this First Step Receivables Assignment does not constitute and is not intended to result in any assumption by CARI of any obligation of the undersigned to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them.

This First Step Receivables Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the undersigned contained in the Pooling and Servicing Agreement and is to be governed by the Pooling and Servicing Agreement.

Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Pooling and Servicing Agreement.

* * * * *

IN WITNESS WHEREOF, the undersigned has caused this First Step Receivables Assignment to be duly executed as of August 23, 2007.


GMAC LLC
By:
	Name:	Carl J. Vannatter
	Title:	Director — Global Securitization

SCHEDULE A

SCHEDULE OF RECEIVABLES

The Schedule of Receivables is
on file at the offices of:

1.		The Indenture Trustee

2.		The Owner Trustee

3.		GMAC LLC

4.		Capital Auto Receivables LLC

APPENDIX A

Part I

For ease of reference, capitalized terms defined herein have been consolidated with and are contained in Part I of Appendix A to the Trust Sale and Servicing Agreement of even date herewith among GMAC, CARI and Capital Auto Receivables Asset Trust 2007-2, 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 Servicing Agreement of even date herewith among GMAC, CARI and Capital Auto Receivables Asset Trust 2007-2, 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 Servicing Agreement of even date herewith among GMAC, CARI and Capital Auto Receivables Asset Trust 2007-2, as amended and supplemented from time to time.

APPENDIX B

Additional Representations and Warranties

1.		While it is the intention of the Seller and CARI that the transfer and assignment contemplated by this Agreement and the First Step Receivables Assignment shall constitute sales of the Purchased Property from GMAC to CARI, this Agreement, the Trust Sale and Servicing Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of CARI, the Trust and the 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 the Seller, CARI and the Issuing Entity, respectively.

2.		All steps necessary to perfect the Seller’s security interest against each Obligor in the property securing the Purchased Property have been taken.

3.		Prior to the sale of the Purchased Property to CARI under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC.

4.		The Seller owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person.

5.		The Seller has caused or will have caused, within ten (10) days, 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 Purchased Property granted to CARI hereunder, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture.

6.		Other than the security interest granted to CARI pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture none of the Seller, CARI or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, CARI or the Issuing Entity has authorized the filing of, nor is the Seller aware of, any financing statements against the Seller, CARI or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to CARI, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. The Seller is not aware of any judgment or tax lien filings against the Seller, CARI or the Issuing Entity.

7.		The Servicer has in its possession or with third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than CARI.

EX-99.1 5 k18149exv99w1.htm TRUST SALE AND SERVICING AGREEMENT, DATED AS OF AUGUST 23, 2007 exv99w1

EXHIBIT 99.1

TRUST SALE AND SERVICING AGREEMENT

AMONG

GMAC LLC

SERVICER, CUSTODIAN AND SELLER

CAPITAL AUTO RECEIVABLES LLC

DEPOSITOR

AND

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

ISSUING ENTITY

DATED AS OF AUGUST 23, 2007

TABLE OF CONTENTS


	Page

ARTICLE I CERTAIN DEFINITIONS		1

Section 1.01 Definitions		1

ARTICLE II CONVEYANCE OF RECEIVABLES; ISSUANCE OF SECURITIES		1

Section 2.01 Conveyance of Receivables		1
Section 2.02 Custody of Receivable Files		3
Section 2.03 Acceptance by Issuing Entity		3
Section 2.04 Representations and Warranties as to the Receivables		3
Section 2.05 Repurchase of Receivables Upon Breach of Warranty		3
Section 2.06 Realization Upon Liquidating Receivables		4

ARTICLE III THE DEPOSITOR		4

Section 3.01 Representations of Depositor		4
Section 3.02 Liability of Depositor		6
Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of Depositor; Amendment of Certificate of Formation		6
Section 3.04 Limitation on Liability of Depositor and Others		7
Section 3.05 Depositor May Own Notes or Certificates		7

ARTICLE IV SERVICER’S COVENANTS; DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS		7

Section 4.01 Annual Statement as to Compliance; Notice of Servicer 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 Receivables		9
Section 4.04 Amendments to Schedule of Receivables		9
Section 4.05 Assignment of Administrative Receivables and Warranty Receivables		9
Section 4.06 Distributions		9
Section 4.07 Reserve Account		12
Section 4.08 Net Deposits		13
Section 4.09 Statements to Securityholders		13

ARTICLE V CERTIFICATEHOLDER AND NOTEHOLDER STATEMENTS AND ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS; ADVANCES		15

Section 5.01 Establishment of Accounts		15
Section 5.02 Collections		18
Section 5.03 Investment Earnings and Supplemental Servicing Fees		19
Section 5.04 Monthly Advances		19
Section 5.05 Additional Deposits		19

ARTICLE VI LIABILITIES OF SERVICER AND OTHERS		19

Section 6.01 Liability of Servicer; Indemnities		19
Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of the Servicer		21
Section 6.03 Limitation on Liability of Servicer and Others		21
Section 6.04 Delegation of Duties		22
Section 6.05 Servicer Not to Resign		22

ARTICLE VII DEFAULT		23

Section 7.01 Servicer Defaults		23
Section 7.02 Consequences of a Servicer Default		24
Section 7.03 Indenture Trustee to Act; Appointment of Successor		24


	Page

Section 7.04 Notification to Noteholders and Certificateholders		25
Section 7.05 Waiver of Past Defaults		25
Section 7.06 Repayment of Advances		25

ARTICLE VIII TERMINATION		25

Section 8.01 Optional Purchase of All Receivables; Insolvency of Depositor; Termination of Trust		25

ARTICLE IX MISCELLANEOUS PROVISIONS		28

Section 9.01 Amendment		28
Section 9.02 Protection of Title to Trust		29
Section 9.03 Notices		31
Section 9.04 GOVERNING LAW		31
Section 9.05 Severability of Provisions		31
Section 9.06 Assignment		32
Section 9.07 Third-Party Beneficiaries		32
Section 9.08 Separate Counterparts		32
Section 9.09 Headings and Cross-References		32
Section 9.10 Assignment to Indenture Trustee		32
Section 9.11 No Petition Covenants		32
Section 9.12 Limitation of Liability of Indenture Trustee and Owner Trustee		32
Section 9.13 Tax Treatment		33
Section 9.14 Furnishing Documents		33
Section 9.15 Information to Be Provided by the Indenture Trustee		33

EXHIBIT A Schedule of Receivables

EXHIBIT B Form of Second Step Receivables Assignment

EXHIBIT C Additional Representations and Warranties

APPENDIX A Definitions and Rules of Construction

APPENDIX B Notices Addresses and Procedures

THIS TRUST SALE AND SERVICING AGREEMENT is made as of August 23, 2007 by and among GMAC LLC, a Delaware limited liability company (generally, “GMAC”, and in its capacity as seller of the Receivables specified in the Pooling and Servicing Agreement described below, the “Seller”, in its capacity as Custodian under the Custodian Agreement, the “Custodian” and in its capacity as Servicer under the Pooling and Servicing Agreement described below, the “Servicer”), CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company (the “Depositor”), and CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, a Delaware statutory trust (the “Issuing Entity”).

WHEREAS, on the Closing Date, the Seller has sold the Receivables to the Depositor;

WHEREAS, the Servicer has agreed to service the Receivables pursuant to the Pooling and Servicing Agreement;

WHEREAS, the Depositor desires to sell the Receivables to the Issuing Entity on the Closing Date in exchange for the Notes and Certificates pursuant to the terms of this Agreement;

WHEREAS, the Servicer desires to perform the servicing obligations set forth herein for and in consideration of the fees and other benefits set forth in this Agreement and in the Pooling and Servicing Agreement; and

WHEREAS, Depositor and the Issuing Entity wish to set forth the terms pursuant to which the Receivables are to be sold by the Depositor to the Issuing Entity and serviced by the Servicer.

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

Section 1.01 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 Servicing 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 RECEIVABLES; ISSUANCE OF SECURITIES

Section 2.01 Conveyance of Receivables.

(a) Receivables. In consideration of the Issuing Entity’s delivery of the Notes and the Certificates to, or upon the order of, the Depositor, the Depositor does hereby enter into this

Agreement and the Second Step Receivables Assignment in the form attached as Exhibit B to this Agreement (the “Second Step Receivables Assignment”) and agrees to fulfill all of its obligations hereunder and thereunder and to sell, transfer, assign and otherwise convey to the Issuing Entity, without recourse:

(i) all right, title and interest of the Depositor in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage insurance force-placed by the Servicer covering any related Financed Vehicle;

(ii) the interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

(iii) the interest of the Depositor in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering related Financed Vehicles or Obligors;

(iv) the interest of the Depositor in any proceeds from recourse against Dealers on the Receivables;

(v) all right, title and interest of the Depositor in, to and under the Pooling and Servicing Agreement, the First Step Receivables Assignment and the Custodian Agreement, including the right of the Depositor to cause the Seller or Servicer to repurchase Receivables under certain circumstances; and

(vi) all present and future claims, demands, causes and choses in action in respect of any or all of 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 of 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.

(b) It is the intention of the Depositor and the Issuing Entity that the transfers and assignments contemplated by this Agreement and the Second Step Receivables Assignment shall constitute sales of the Receivables from the Depositor to the Issuing Entity for the purpose of applicable bankruptcy, insolvency, reorganization and other similar laws, so that the beneficial interest in and title to the Receivables shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law.

(c) The foregoing sales do not constitute and are not intended to result in any assumption by the Issuing Entity of any obligation of the Depositor to the Obligors, Dealers, insurers or any other Person in connection with the Receivables, any Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them.

(d) Within two (2) Business Days after the Closing Date, the Servicer shall cause to be deposited into the Collection Account the collections on the Receivables described in Section 5.07 of the Pooling and Servicing Agreement; provided, however, that so long as the Monthly Remittance Conditions are satisfied, such collections need not be deposited until the Distribution Date immediately following the Closing Date.

Section 2.02 Custody of Receivable Files. In connection with the sale, transfer and assignment of the Receivables to the Issuing Entity pursuant to this Agreement and the Second Step Receivables Assignment, the Custodian, under the Custodian Agreement, agrees to act as Custodian thereunder for the benefit of the Issuing Entity. The Issuing Entity hereby accepts and agrees to the terms and provisions of the Custodian Agreement and designates GMAC as the custodian with respect to the Receivables Files.

Section 2.03 Acceptance by Issuing Entity. The Issuing Entity does hereby accept all consideration conveyed by the Depositor pursuant to Section 2.01(a), and declares that the Issuing Entity shall hold such consideration upon the trust set forth in the Trust Agreement for the benefit of Certificateholders, subject to the terms and conditions of the Indenture, this Agreement and the Second Step Receivables Assignment and the rights of the Noteholders with respect thereto. The Issuing Entity hereby agrees to and accepts the appointment and authorization of GMAC as Servicer under Section 3.01 of the Pooling and Servicing Agreement. The parties agree that this Agreement, the Second Step Receivables Assignment, the Indenture, the Trust Agreement, the Notes and the Certificates constitute the Further Transfer and Servicing Agreements for purposes of the Pooling and Servicing Agreement and that the rights, duties and obligations of the Servicer under the Pooling and Servicing Agreement are subject to the provisions of Sections 6.02, 6.04, 6.05, 9.01 and Article VII hereof.

Section 2.04 Representations and Warranties as to the Receivables. Pursuant to Section 2.01(a)(v), the Depositor assigns to the Issuing Entity all of its right, title and interest in, to and under the Pooling and Servicing Agreement. Such assigned right, title and interest includes the benefit of representations and warranties of the Seller made to the Depositor pursuant to Section 4.01 of the Pooling and Servicing Agreement. The Depositor hereby represents and warrants to the Issuing Entity that the Depositor has taken no action which would cause such representations and warranties of the Seller to be false in any material respect as of the Closing Date. The Depositor further acknowledges that the Issuing Entity and its permitted assignees rely on the representations and warranties of the Depositor under this Agreement and of the Seller under the Pooling and Servicing Agreement in accepting the Receivables in trust and executing and delivering the Notes and the Certificates. The foregoing representation and warranty speaks as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

Section 2.05 Repurchase of Receivables Upon Breach of Warranty. Upon discovery by the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee of a breach of any of the representations and warranties in Section 4.01 of the Pooling and Servicing Agreement or in Section 2.04 or Section 3.01 of this Agreement that materially and adversely affects the interests of the Noteholders or the Certificateholders in any Receivable, 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 Depositor’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 Depositor in Section 2.04 or Section 3.01, the Depositor shall repurchase, or in the event of a breach of a representation and warranty under Section 4.01 of the Pooling and Servicing Agreement, the Depositor and the Servicer shall use reasonable efforts to enforce the obligation of the Seller under Section 5.04 of the Pooling and Servicing Agreement to repurchase such Receivable from the Issuing Entity 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. It is understood and agreed that the obligation of the Warranty Purchaser to repurchase any Receivable as to which a breach has occurred and is continuing, and the obligation of the Depositor and the Servicer to enforce the Seller’s obligation to repurchase such Receivables pursuant to the Pooling and Servicing Agreement shall, if such obligations are fulfilled, constitute the sole remedy against the Depositor, the Servicer or the Seller for such breach available to the Issuing Entity, the Financial Parties, the Owner Trustee or the Indenture Trustee. The Servicer also acknowledges its obligations to repurchase Administrative Receivables from the Issuing Entity pursuant to Section 3.08 of the Pooling and Servicing Agreement.

Section 2.06 Realization Upon Liquidating Receivables. The Servicer shall use all reasonable efforts, consistent with its customary servicing procedures, to repossess or take other similar action with respect to any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle. The Servicer is authorized to follow such practices, policies and procedures as it customarily follows with respect to comparable automotive receivables that it services for itself or others, which practices, policies and procedures may include reasonable efforts to realize upon any recourse to Dealers, selling the related Financed Vehicle at public or private sale and the taking of other actions by the Servicer in order to realize upon such a Receivable. The foregoing is subject to the provision that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion and in accordance with such servicing procedures that such repair and/or repossession shall increase the proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. The Servicer shall be entitled to receive Liquidation Expenses with respect to each Liquidating Receivable at such time as the Receivable becomes a Liquidating Receivable

ARTICLE III
THE DEPOSITOR

Section 3.01 Representations of Depositor. The Depositor makes the following representations on which the Issuing Entity is relying in acquiring the Receivables and issuing the Notes and the Certificates. The representations in clause (a) speak as of the Closing Date. The representations in clause (b) speak as of the Closing Date with respect to the Receivables, and shall survive the sale, transfer and assignment of the Receivables to the Issuing Entity.

(a) Representations and Warranties as to the Depositor.

(i) Organization and Good Standing. The Depositor has been duly formed 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 Receivables;

(ii) Due Qualification. The Depositor 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 Depositor has the power and authority to execute and deliver the Basic Documents to which it is a party and to carry out their terms, the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuing Entity as part of the Owner Trust Estate and has duly authorized such sale and assignment to the Issuing Entity by all necessary limited liability company action; and the execution, delivery and performance of the Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action;

(iv) Valid Sale; Binding Obligations. This Agreement and the Second Step Receivables Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Depositor; and the Basic Documents to which the Depositor is a party, when duly executed and delivered, shall constitute legal, valid and binding obligations of the Depositor 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 Basic Documents to which the Depositor is a party and the fulfillment of the terms of the Basic Documents to which the Depositor 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 Depositor, or any indenture, agreement or other instrument to which the Depositor 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 this Agreement and the Second Step Receivables Assignment, or violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; and

(vi) No Proceedings. To the Depositor’s knowledge, there are no proceedings or investigations pending, or threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of any Basic Document, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the

transactions contemplated by any Basic Document, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any Basic Document, or (iv) seeking to adversely affect the federal income tax attributes of the Notes or the Certificates.

(b) Representations and Warranties as to the Receivables.

(i) Good Title. No Receivable has been sold, transferred, assigned or pledged by the Depositor to any Person other than the Issuing Entity; immediately prior to the conveyance of the Receivables pursuant to this Agreement and the Second Step Receivables Assignment, the Depositor had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Agreement and the Second Step Receivables Assignment by the Depositor, the Issuing Entity shall have all of the right, title and interest of the Depositor in, to and under the Receivables, the unpaid indebtedness evidenced thereby and the collateral security therefor, free of any Lien.

(ii) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Issuing Entity a first priority perfected ownership interest in the Receivables shall have been made.

(iii) Additional Representations and Warranties. The representations and warranties regarding creation, perfection and priority of security interests in the Receivables, which are attached to this Agreement as Exhibit C, are true and correct to the extent they are applicable.

Section 3.02 Liability of Depositor. The Depositor shall be liable in accordance with this Agreement and the Second Step Receivables Assignment only to the extent of the obligations in this Agreement and the Second Step Receivables Assignment specifically undertaken by the Depositor.

Section 3.03 Merger or Consolidation of, or Assumption of the Obligations of Depositor; Amendment of Certificate of Formation.

(a) Any corporation or other entity (i) into which the Depositor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Depositor shall be a party, (iii) succeeding to the business of the Depositor, 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 in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement and the other Basic Documents to which it is a party, shall be the successor to the Depositor 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 Depositor shall provide ten (10) days prior notice of any merger, consolidation or succession pursuant to this Section 3.03 to the Rating Agencies.

(b) The Depositor hereby agrees that during the term of this Agreement it shall not (i) take any action prohibited by Article Fourth or Article Eighth of its limited liability company agreement, (ii) without the prior written consent of the Indenture Trustee and the Owner Trustee and without giving prior written notice to the Rating Agencies, amend Article

Third, Fourth or Eighth of its limited liability company agreement or (iii) incur any indebtedness, or assume or guaranty indebtedness of any other entity, other than pursuant to the Revolving Note and the Intercompany Advance Agreement (without giving effect to any amendment to such Note or 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 Notes.

Section 3.04 Limitation on Liability of Depositor and Others. The Depositor and any director or officer or employee or agent of the Depositor 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 Receivables Assignment. The Depositor and any director or officer or employee or agent of the Depositor shall be reimbursed by the Indenture Trustee or 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 Receivables Assignment, the Indenture or the Trust Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement, the Second Step Receivables Assignment, the Indenture or the Trust Agreement. In no event, however, shall the Indenture Trustee or the Owner Trustee be liable to the Depositor for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits. The Depositor shall not be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations as Depositor of the Receivables under this Agreement and the Second Step Receivables Assignment and that in its opinion may involve it in any expense or liability.

Section 3.05 Depositor May Own Notes or Certificates. Each of the Depositor and any Person controlling, controlled by or under common control with the Depositor may in its individual or any other capacity become the owner or pledgee of Notes or Certificates with the same rights as it would have if it were not the Depositor or an affiliate thereof, except as otherwise specifically provided herein. Except as otherwise provided herein, Notes or Certificates so owned by or pledged to the Depositor 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 Notes or Certificates, respectively.

ARTICLE IV
SERVICER’S COVENANTS; DISTRIBUTIONS; RESERVE ACCOUNT;
STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

Section 4.01 Annual Statement as to Compliance; Notice of Servicer Default.

(a) The Servicer shall deliver to the Indenture Trustee and the 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 Servicer, dated as of December 31 of the immediately preceding year, in each instance stating 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 Closing Date to the date of such certificate) and of its performance under

this Agreement and under the Pooling and Servicing Agreement 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 all its obligations under such agreements in all material respects throughout such period, or, if there has been a default in the fulfillment of any such obligation, in any material respect specifying each such default known to such officer and the nature and status thereof. A copy of such certificate, once delivered, may be obtained by any Noteholder or Certificateholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as applicable.

(b) The Servicer shall deliver to the Issuing Entity, on or before March 15 of each year, beginning on March 15, 2008, a report regarding the Servicer’s assessment of compliance with 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 Servicer shall deliver to the Indenture Trustee, the Owner Trustee and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) 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 7.01. The Depositor shall deliver to the Indenture Trustee, the Owner Trustee, the Servicer and the Rating Agencies, promptly after having obtained knowledge thereof, but in no event later than five (5) 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 clause (b) of Section 7.01.

(d) The Administrator shall prepare, and cause the Servicer to execute and deliver all certificates or other documents required to be delivered by the Issuing Entity 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 Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer or the Depositor, to deliver to the Issuing Entity, the Indenture Trustee and the 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 Indenture Trustee and the 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 assessment of compliance with Servicing Criteria with respect to the prior calendar year. 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 Issuing entity 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 Servicer to the Indenture Trustee and the 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 Noteholder or Certificateholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee or the Owner Trustee.

Section 4.03 Access to Certain Documentation and Information Regarding the Receivables. The Servicer shall provide to the Indenture Trustee and the Owner Trustee reasonable access to the documentation regarding the Receivables. The Servicer shall provide such access to any Noteholder or Certificateholder only in such cases where a Noteholder or a 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 Servicer designated by the Servicer. Nothing in this Section 4.03 shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding Obligors, and the failure of the Servicer to provide access as provided in this Section 4.03 as a result of such obligation shall not constitute a breach of this Section 4.03.

Section 4.04 Amendments to Schedule of Receivables. If the Servicer, during a Monthly Period, assigns to a Receivable an account number that differs from the account number previously identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Depositor, the Indenture Trustee and the Owner Trustee on or before the Distribution Date related to such Monthly Period an amendment to the Schedule of Receivables to report the newly assigned account number. Each such amendment shall list all new account numbers assigned to the Receivables during such Monthly Period and shall show by cross reference the prior account numbers identifying such Receivables on the Schedule of Receivables.

Section 4.05 Assignment of Administrative Receivables and Warranty Receivables. Upon receipt of the Administrative Purchase Payment or the Warranty Payment with respect to an Administrative Receivable or a Warranty Receivable, respectively, the Owner Trustee shall assign, without recourse, representation or warranty, to the Servicer or the Warranty Purchaser, as applicable, all of the Issuing Entity’s right, title and interest in, to and under, and the Indenture Trustee shall be deemed automatically to have released its security interest in such Administrative Receivable or Warranty Receivable, all monies due thereon, the security interests in the related Financed Vehicle, proceeds from any Insurance Policies, proceeds from recourse against a Dealer on such Receivable and the interests of such Person or the Issuing Entity, as applicable, in rebates of premiums and other amounts relating to the Insurance Policies and any document relating thereto, such assignment being an assignment outright and not for security; and the Servicer or the Warranty Purchaser, as applicable, shall thereupon own such Receivable, and all such security and documents, free of any further obligations to the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders with respect thereto. If in any Proceeding it is held that the Servicer may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Indenture Trustee or the Owner Trustee, as applicable, shall, at the Servicer’s expense, take such steps as the Servicer deems necessary to enforce the Receivable, including bringing suit in the name of such Person or the names of the Noteholders or the Certificateholders.

Section 4.06 Distributions.

(a) On or before each Determination Date, the Servicer shall calculate the Total Available Amount, the Available Interest, the Available Principal, if any, the Basic Servicing 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 Noteholders’ Regular Principal Distributable Amount, the Aggregate Noteholders’ Principal Distributable Amount, the Specified Reserve Account Balance, the net amount, if any, payable by the Issuing Entity under any Interest Rate Swaps, the amount, if any, of any payments due in respect of an Early Termination Date payable by the Issuing Entity under any Interest Rate Swaps, and all other amounts required to determine the amounts, if any, to be deposited in or paid from each of the Collection Account, the Note Distribution Account and, the Reserve Account, if applicable, on or before the related Distribution Date (or, in the case of payments due under any Interest Rate Swaps, if any, on the Business Day preceding the Distribution Date).

(b) Based in each case on the information contained in the Servicer’s Accounting delivered on the related Determination Date pursuant to Section 3.10 of the Pooling and Servicing Agreement:

(i) On or before each Distribution Date, the Indenture Trustee shall transfer from the Collection Account to the Servicer, in immediately available funds, reimbursement of Outstanding Monthly Advances pursuant to Section 5.04, payment of Excess Simple Interest Collections, if any, pursuant to Section 3.11(a) of the Pooling and Servicing Agreement, and payments of Liquidation Expenses (and any unpaid Liquidation Expenses from prior periods) with respect to Receivables which became Liquidating Receivables during the related Monthly Period pursuant to Section 3.04 of the Pooling and Servicing Agreement.

(ii) On or before each Distribution Date (or, with respect to funds necessary to make payments due, if any, under any Interest Rate Swaps for the related payment period thereunder, the amount, if any, of any payments due in respect of any Early Termination Date payable by the Trust under any Interest Rate Swaps), the Indenture Trustee shall withdraw from the Reserve Account and deposit in the Collection Account the amount of cash or other immediately available funds on deposit therein.

(c) Except as otherwise provided in Section 4.06(d), on each Distribution Date (or in the case of payments to the Swap Counterparty pursuant to clause (ii) below, if any, on the Business Day preceding the Distribution Date) the Indenture Trustee (based on the information contained in the Servicer’s Accounting delivered on the related Determination Date pursuant to Section 3.10 of the Pooling and Servicing Agreement) shall make the following distributions from the Collection Account (after the withdrawals, deposits and transfers specified in Section 4.06(b) have been made) in the following order of priority:

(i) first, to the Servicer, to the extent of the Total Available Amount, the Basic Servicing Fee;

(ii) second, to the Swap Counterparty, to the extent of the Total Available Amount (as such amount has been reduced by the distributions 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 for the payment of interest on the Class A Notes, the Aggregate Class A Interest Distributable Amount, and (b) to the Swap Counterparty, the amount of any payments due to the Swap Counterparty in connection with an Early Termination Date of any Interest Rate Swaps related to the Class A-PT Notes, Class A-1b, Class A-2b Notes, the Class A-3 Notes and the Class A-4b Notes, allocated between the Note Distribution Account and the Swap Counterparty in proportion to the amount of the Aggregate Class A Interest Distributable Amount and the amount owing to the Swap Counterparty in connection with such Early Termination Date;

(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 Notes in the priority specified in the 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 for the payment of interest on the Class B Notes, 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 Notes in the priority specified in the 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 for the payment of interest on the Class C Notes, 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 Notes in the priority specified in the Indenture, the Third Priority Principal 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 for the payment of interest on the Class D Notes, 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 Notes in the priority specified in the Indenture, the Fourth Priority Principal Distributable Amount;

(xi) eleventh, 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 (x) above), the amount required to bring the amount on deposit therein up to the Specified Reserve Account Balance;

(xii) twelfth, to the Note Distribution Account for payment to the Noteholders of principal on the Notes in the priority specified in the Indenture, to the extent of the Total Available Amount (as such amount has been reduced by the distributions described in clauses (i) through (xi) above), an amount equal to the Noteholders’ Regular Principal Distributable Amount; and

(xiii) thirteenth, to the Certificateholders (or 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 on a pro rata basis), any portion of the Total Available Amount remaining after the distributions described in clauses (i) through (xii) above.

(d) Notwithstanding the foregoing, at any time that the Notes have not been paid in full and the principal balance of the Notes has been declared immediately due and payable following the occurrence of an Event of Default under Sections 5.1(a), 5.1(b), 5.1(c), 5.1(e), or 5.1(f) of the Indenture, then until such time as the Notes have been paid in full and the Indenture has been discharged or the foregoing Events of Default have been cured or waived as provided in Section 5.2(b) of the Indenture, the order in which payments to 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 Indenture.

Section 4.07 Reserve Account.

(a) There shall be established in the name of and maintained with the Indenture Trustee for the benefit of the Noteholders an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2007-2 Reserve Account (the “Reserve Account”) to include the money and other property deposited and held therein pursuant to this Section 4.07(a), Section 4.07(e) and Section 4.06(c). On the Closing Date, the Depositor shall deposit the Reserve Account Deposit in immediately available funds into the Reserve Account. The Reserve Account shall constitute property of the Issuing Entity.

(b) If the amount on deposit in the Reserve Account on any Distribution Date (after giving effect to all deposits therein or withdrawals therefrom on such Distribution Date) exceeds the Specified Reserve Account Balance for such Distribution Date, the Servicer shall instruct the Indenture Trustee to distribute an amount equal to any such excess to the Certificateholder; it being understood that no such distribution from the Reserve Account shall be made to the Certificateholder unless the amount so on deposit in the Reserve Account exceeds such Specified Reserve Account Balance.

(d) Each of the Depositor and Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be authorized and executed, as applicable,

delivered and filed such further documents and instruments (including any UCC financing statements or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to the Depositor delivered to the Indenture Trustee, in order to perfect the interests created by this Section 4.07 and otherwise fully to effectuate the purposes, terms and conditions of this Section 4.07. The Depositor shall:

(i) promptly authorize and execute, as applicable, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Indenture Trustee’s security interest; and

(ii) make the necessary filings of financing statements or amendments thereto within thirty (30) days after the occurrence of any of the following: (A) any change in their respective entity names or any trade names, (B) any change in the location of their respective chief executive offices or principal places of business or any change in their respective jurisdictions of formation, (C) any merger or consolidation or other change in their respective identities or structures and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC; and shall promptly notify the Indenture Trustee of any such filings.

(e) If the Servicer pursuant to Section 5.04 determines on any Determination Date that it is required to make a Monthly Advance and does not do so from its own funds, the Servicer shall instruct the Indenture Trustee to withdraw funds from the Reserve Account and deposit them in the Collection Account to cover any shortfall. Such payment shall be deemed to have been made by the Servicer pursuant to Section 5.04 for purposes of making distributions pursuant to this Agreement, but shall not otherwise satisfy the Servicer’s obligation to deliver the amount of the Monthly Advances, and the Servicer shall within two (2) Business Days replace any funds in the Reserve Account so used. The Servicer shall not be entitled to reimbursement for any such deemed Monthly Advances unless and until the Servicer shall have replaced such funds in the Reserve Account.

Section 4.08 Net Deposits. At any time that (i) GMAC shall be the Servicer and (ii) the Servicer shall be permitted by Section 5.02 to remit collections on a basis other than a daily basis, the Servicer, the Depositor, the Indenture Trustee and the 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 4.09 Statements to Securityholders.

(a) On each Distribution Date, the Owner Trustee shall (except as otherwise provided in the Trust Agreement) deliver to each Certificateholder, and the Indenture Trustee shall include with each distribution to each Noteholder, a statement (which statement shall also be provided to the Rating Agencies) prepared by the Servicer based on information in the Servicer’s Accounting furnished pursuant to Section 3.10 of the Pooling and Servicing Agreement. Each such statement to be delivered to Certificateholders and Noteholders,

respectively, shall set forth the following information concerning the Certificates or the Notes, as appropriate, with respect to such Distribution Date or the preceding Monthly Period:

(i) the amount of such distribution allocable to principal of each class of the Notes;

(ii) the amount of the distribution, if any, allocable to interest on or with respect to each class of Securities;

(iii) the net amount, if any, of any payments due under all Interest Rate Swaps (specifying, if applicable, any amounts owing as a result of an Early Termination Date under the Notes);

(iv) the Aggregate Receivables Principal Balance as of the close of business on the last day of such Monthly Period, the Aggregate Receivables Principal Balance as of the close of business on the last day of the second Monthly Period preceding such Distribution Date (or, for the first Distribution Date, the Initial Aggregate Receivables Principal Balance) and the Principal Distributable Amount for such Distribution Date;

(v) the Note Principal Balance for each class of Notes and the Aggregate Note Principal Balance, and the Note Pool Factor for each class of Notes, each as of such Distribution Date after giving effect to all payments described under clause (i) above;

(vi) 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;

(vii) [Reserved];

(viii) the amount of the Outstanding Monthly Advances on such Distribution Date;

(ix) the amount of the Basic Servicing Fee paid to the Servicer with respect to the related Monthly Period;

(x) the amount, if any, and purpose of any other fees or expenses accrued or paid;

(xi) the amount, if any, distributed to Noteholders from amounts on deposit in the Reserve Account;

(xii) the amount, if any, of excess cash distributed from the Reserve Account to the Certificateholder,

(xiii) the balance of the Reserve Account on such Distribution Date (after giving effect to changes therein on such Distribution Date);

(xiv) LIBOR for such Distribution Date and the interest rate on each class of Floating Rate Notes;

(xv) cash flows received during the related Collection Period and their sources;

(xvi) the number and dollar amount of Receivables at the beginning and end of the applicable Collection Period, and updated pool composition information as of the end of the Collection Period, such as weighted average coupon, weighted average life, weighted average remaining term, and prepayment amounts;

(xvii) delinquency and loss information for the period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts;

(xviii) the amount of receivables with respect to which material breaches of pool asset representations or warranties or transaction covenants have occurred; and

(xix) any material modifications, extensions or waivers relating to the terms of or fees, penalties or payments on, pool assets during the distribution period or that, cumulatively, have become material over time.

Each amount set forth pursuant to clauses (i), (ii), (vi), (xi), (xii), and (xiii) above shall be expressed as a dollar amount per $1,000 of initial principal amount of the Notes.

(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 Indenture Trustee and the Owner Trustee shall mail, to each Person who at any time during such calendar year shall have been a holder of Notes or 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.

ARTICLE V
CERTIFICATEHOLDER AND NOTEHOLDER STATEMENTS AND ACCOUNTS;
COLLECTIONS, DEPOSITS AND INVESTMENTS; ADVANCES

Section 5.01 Establishment of Accounts.

(a) (i) The Servicer, for the benefit of the Financial Parties, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2007-2 Collection Account (the “Collection Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Financial Parties.

(ii) The Servicer, for the benefit of the Noteholders, shall establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account known as the Capital Auto Receivables Asset Trust 2007-2 Note Distribution Account (the “Note Distribution Account”), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.

(b) (i) Each of the Designated Accounts shall be initially established with the Indenture Trustee. At any time after the Closing Date, the Servicer, upon thirty (30) days written notice to the Indenture Trustee or other Account Holder, shall have the right to instruct an Account Holder to transfer any or all of the Designated Accounts to another Eligible Institution designated by the Servicer in such notice. No Designated Account shall be maintained with an Account Holder if the short-term 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 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 the short-term unsecured debt obligations of an Account Holder no longer have the Required Deposit Rating, then the Servicer shall, within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency shall consent), with the Indenture Trustee’s assistance as necessary, cause each affected Designated 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 Designated Accounts (including amounts, if any, which the Servicer is required to remit daily to the Collection Account pursuant to Section 5.02) 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 5.01. Funds deposited in the Reserve Account shall be invested in Eligible Investments which mature (i) prior to the next Distribution Date or (ii) at such later date as shall be otherwise permitted by the Rating Agencies. Investments in Eligible Investments shall be made in the name of the Indenture Trustee or its nominee, and such investments shall not be sold or disposed of prior to their maturity; provided, however, that Notes held in the Reserve Account may be sold or disposed of prior to their maturity so long as (x) the Servicer directs the Indenture Trustee to make such sale or disposition, (y) the Indenture Trustee gives reasonable prior notice of such disposition to the Administrator and (z) such Notes are sold at a price equal to or greater than the unpaid principal balance thereof if, following such sale, the amount on deposit in the Reserve Account would be less than the Specified Reserve Account Balance. Investment Earnings on funds deposited in the Designated Accounts shall be payable to the Servicer. 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 Indenture Trustee, the Servicer 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 Issuing Entity, the Servicer or the Depositor, payable to the order of the Issuing Entity, the Servicer or the Depositor or specially indorsed to the Issuing Entity, the Servicer or the Depositor 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 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 Issuing Entity, the Servicer, the Depositor 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 Issuing Entity, the Depositor, the Servicer, the Account Holder or the 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 Indenture Trustee in the Designated Accounts, the Securities Intermediary has no actual knowledge of claims to, or interests in, the Designated Accounts or in any Financial Asset credited thereto. If any other Person asserts any Lien, encumbrance or adverse claim (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 Indenture Trustee, the Servicer and the Issuing Entity 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 Servicer and the 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 Servicer shall have the power, revocable by the Indenture Trustee (or by the Owner Trustee with the consent of the Indenture Trustee) to instruct the Indenture Trustee to make withdrawals and payments from the Designated Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.

(iv) The 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 Indenture, the Designated Accounts shall be under the exclusive dominion and control of the Indenture Trustee for the benefit of the Securityholders and the Indenture Trustee shall have sole signature power and authority with respect thereto.

(v) The Servicer 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 Indenture Trustee, the Servicer shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.

(d) The Indenture Trustee, the Owner Trustee, the Securities Intermediary, the Account Holder and each other Eligible 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.

Section 5.02 Collections. If a Monthly Remittance Condition is not satisfied, commencing with the first day of the first Monthly Period that begins at least two (2) Business Days after the day on which any Monthly Remittance Condition ceases to be satisfied, the Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors on the Receivables and all Liquidation Proceeds within two (2) Business Days after receipt thereof. Notwithstanding the foregoing, if a 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 were satisfied), if the Servicer provides to the Indenture Trustee 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 Notes or the Certificates. At all times when all Monthly Remittance Conditions are satisfied, the Servicer (i) shall not be required to

segregate or otherwise hold separate any Payments Ahead remitted to the Servicer and (ii) shall remit collections received during a Monthly Period to the Collection Account in immediately available funds on or before the related Distribution Date (or in the case of amounts payable to the Swap Counterparty pursuant to Section 4.06(c)(ii), if any, on or before the Business Day preceding the Distribution Date).

Section 5.03 Investment Earnings and Supplemental Servicing Fees. The Servicer shall be entitled to receive all Investment Earnings and Supplemental Servicing Fees when and as paid without any obligation to the Owner Trustee, the Indenture Trustee or the Depositor in respect thereof. The Servicer will 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 Indenture Trustee or the Owner Trustee, or otherwise established hereunder, such amount will be withdrawn therefrom and paid to the Servicer upon presentation of a certificate signed by a Responsible Officer of the Servicer setting forth, in reasonable detail, the amount of such Investment Earnings or Supplemental Servicing Fees.

Section 5.04 Monthly Advances. As of the last day of each Monthly Period, the Servicer shall advance an amount equal to the excess, if any, of (i) the amount of interest that would be due during such Monthly Period on all Simple Interest Receivables held by the Issuing Entity (assuming that the payment on each such Receivable was received on its respective due date) over (ii) all payments received during such Monthly Period on all Simple Interest Receivables held by the Issuing Entity to the extent allocable to interest (such excess, a “Simple Interest Advance”). In addition, Liquidation Proceeds with respect to a Simple Interest Receivable allocable to accrued and unpaid interest thereon (but not including interest for the then current Monthly Period) shall be paid to the Servicer but only to the extent of any Outstanding Simple Interest Advances. The Servicer shall not make any advance with respect to principal of any Simple Interest Receivable. Excess Simple Interest Collections shall be paid to the Servicer as provided in Section 3.11(a) of the Pooling and Servicing Agreement.

Section 5.05 Additional Deposits. The Servicer shall deposit in the Collection Account the aggregate Monthly Advances pursuant to Sections 5.04. The Servicer and the Depositor shall deposit in the Collection Account the aggregate Administrative Purchase Payments and Warranty Payments with respect to Administrative Receivables and Warranty Receivables, 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 (or, to the extent such funds are necessary to make payments due, if any, under any Interest Rate Swaps for the related Monthly Period, on or before the Business Day preceding the Distribution Date).

ARTICLE VI
LIABILITIES OF SERVICER AND OTHERS

Section 6.01 Liability of Servicer; Indemnities.

(a) The Servicer shall be liable in accordance with this Agreement and the Second Step Receivables Assignment only to the extent of the obligations in this Agreement and the Pooling and Servicing Agreement specifically undertaken by the Servicer. Such obligations shall include the following:

(i) The Servicer shall defend, indemnify and hold harmless the Indenture Trustee, the Owner Trustee, the Issuing Entity, the Noteholders and the 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 by the Servicer or any Affiliate thereof of any Financed Vehicle;

(ii) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the Owner Trustee and the Issuing Entity from and against any taxes that may at any time be asserted against any such Person with respect to the transactions 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 Receivables to the Issuing Entity or the issuance and original sale of the Notes and the Certificates, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Notes or the Certificates, or any fees or other compensation payable to any such Person) and costs and expenses in defending against the same;

(iii) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee, the Owner Trustee, the Issuing Entity, the Noteholders and the Certificateholders 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 Indenture Trustee, the Owner Trustee, the Issuing Entity, the Noteholders or the Certificateholders through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement or any other Basic Document or by reason of reckless disregard of its obligations and duties under this Agreement, the Pooling and Servicing Agreement, the Indenture, the Trust Agreement or any other Basic Document; and

(iv) The Servicer shall indemnify, defend and hold harmless the Indenture Trustee and the 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 Owner Trustee, the Indenture Trustee’s performance of its duties under the Indenture or any other Basic Document, (y) in the case of the Indenture Trustee, the 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 Indenture Trustee or the Owner Trustee, as applicable, of the trusts and duties contained in this Agreement, the Basic Documents, the Indenture (in the case of the Indenture Trustee), including the administration of the Trust Estate, and the Trust Agreement (in case of the Owner Trustee), including the administration of the 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 Indenture Trustee, arises from the Indenture Trustee’s breach of any of its representations or warranties in Section 6.13 of the Indenture, (C) to the extent otherwise payable to the Owner Trustee, arises from the 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 Indenture Trustee of the duties of successor Servicer hereunder.

(b) Indemnification under this Section 6.01 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 6.01 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 6.02 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 General Motors or GMAC and which is otherwise servicing the Depositor’s receivables, which corporation or other entity in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement and the Pooling and Servicing Agreement, shall be the successor to the Servicer under this Agreement and the Pooling and Servicing 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 or in the Pooling and Servicing Agreement to the contrary notwithstanding. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 6.02 to the Rating Agencies.

Section 6.03 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 the Issuing Entity, the Noteholders or the Certificateholders, except as specifically provided in this Agreement and in the Pooling and Servicing Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement 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, the Pooling and Servicing Agreement, the Indenture, the Trust Agreement or any other 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 or the Pooling and Servicing Agreement.

(b) The Servicer and any director or officer or employee or agent of the Servicer shall be reimbursed by the Indenture Trustee or the Owner Trustee, as applicable, for any contractual damages, liability or expense (including any obligation of the Servicer to the Indenture Trustee or the 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 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 Indenture Trustee or the Owner Trustee be liable to

the Servicer for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.

(c) Except as provided in this Agreement or in the Pooling and Servicing 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 Receivables in accordance with this Agreement and the Pooling and Servicing 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 the Pooling and Servicing Agreement and the rights and duties of the parties to this Agreement or the Pooling and Servicing Agreement and the interests of the Noteholders and the Certificateholders under this Agreement and the Pooling and Servicing Agreement, the interests of the Noteholders under the Indenture and the interests of the Certificateholders under the Trust Agreement. In such event, the legal expenses and costs for such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Issuing Entity and the Servicer shall be entitled to be reimbursed therefor.

(d) The Applicable Trustee shall distribute out of the Collection Account on a Distribution Date any amounts permitted for reimbursement pursuant to Section 6.03(c) not therefor reimbursed; provided, however, that the Applicable Trustee shall not distribute such amounts if the amount on deposit in the Reserve Account (after giving effect to all deposits and withdrawals pursuant to Sections 4.06(b) and (c) and Section 4.07(e), on such Distribution Date) is greater than zero but less than the Specified Reserve Account Balance for such Distribution Date.

Section 6.04 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 or under the Pooling and Servicing 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 Servicer may at any time perform specific duties as Servicer through sub-contractors who are in the business of servicing motor vehicle related receivables; provided, however, that no such delegation or sub-contracting shall relieve the Servicer of its responsibility with respect to such duties.

Section 6.05 Servicer Not to Resign. Subject to the provisions of Section 7.02, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement and the Pooling and Servicing Agreement as Servicer except upon determination that the performance of its duties under this Agreement or under the Pooling and Servicing Agreement, as the case may be, is no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Indenture Trustee and the Owner Trustee. If, at the time of resignation, a successor Servicer has not accepted appointment as Servicer, the Indenture Trustee shall assume the responsibilities and obligations of the Servicer in accordance with Section 7.02.

ARTICLE VII
DEFAULT

Section 7.01 Servicer Defaults. Each of the following shall constitute a “Servicer Default”:

(a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of five (5) Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer;

(b) failure on the part of the Depositor or the Servicer to duly observe or perform in any material respect any other covenants or agreements of the Depositor or the Servicer set forth in this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement which failure (i) materially and adversely affects the rights of Noteholders or Certificateholders, and (ii) continues unremedied for a period of ninety (90) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Depositor or the Servicer, as applicable, by the Indenture Trustee or the Owner Trustee, or to the Depositor or the Servicer, as applicable, and to the Indenture Trustee or the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date or by Certificateholders whose 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 Depositor or 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 ninety (90) consecutive days; or

(d) the consent by the Depositor or 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 Depositor or the Servicer or of or relating to substantially all of their respective property; or the Depositor 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 (10) Business Days or under clause (b) for a period of sixty (60) days if the delay or failure giving rise to the Servicer Default was caused by an act of God or other similar occurrence. Upon the occurrence of any of these 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 the Pooling and Servicing Agreement and this Agreement, and the Servicer shall provide the Indenture Trustee, the Owner

Trustee, the Depositor 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 Servicer Default. If a Servicer Default shall occur and be continuing, either the Indenture Trustee or the 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 (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders whose 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 Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders or the Certificateholders) may terminate all of the rights and obligations of the Servicer under this Agreement and the Pooling and Servicing Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement and the Pooling and Servicing Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under this Section 7.02. The Indenture Trustee is hereby authorized and empowered 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 Receivables and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee and the Owner Trustee in effecting the termination of the responsibilities and rights of the Servicer under this Agreement and the Pooling and Servicing Agreement, including the transfer to the Indenture Trustee or the Owner Trustee for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or that shall have been deposited by the Servicer in the Collection Account, or the Note Distribution Account or thereafter received with respect to the Receivables that shall at that time be held by the Servicer. In addition to any other amounts that are then payable to the Servicer under this Agreement, the Servicer shall be entitled to receive from the successor Servicer reimbursements for any Outstanding Monthly Advances made during the period prior to the notice pursuant to this Section 7.02 which terminates the obligation and rights of the Servicer under this Agreement.

Section 7.03 Indenture Trustee to Act; Appointment of Successor. On and after the time the Servicer receives a notice of termination pursuant to Section 7.02, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the Pooling and Servicing Agreement and the transactions set forth or provided for in this Agreement and the Pooling and Servicing 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 and the Pooling and Servicing Agreement. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) 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, Investment Earnings and Supplemental Servicing Fees. Notwithstanding the above, the 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 Investors Service, Inc. of at least Baa3 (unless such requirement is expressly waived by Moody’s

Investors Service, Inc.) and (iii) whose regular business includes the servicing of motor vehicle related receivables, as the successor to the Servicer under this Agreement and the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement and the Pooling and Servicing Agreement. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on Receivables 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 and the Pooling and Servicing Agreement. The Indenture Trustee and such successor shall take such action, consistent with this Agreement and the Pooling and Servicing 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 paid by the Indenture Trustee from amounts in the Trust Estate.

Section 7.04 Notification to Noteholders and Certificateholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Rating Agencies and the Owner Trustee shall give prompt written notice thereof to the Certificateholders.

Section 7.05 Waiver of Past Defaults. 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 (or, if all of the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, Certificateholders whose 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 Noteholders and Certificateholders, waive any default by the Servicer 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 Designated Accounts in accordance with this Agreement. 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 and the Pooling and Servicing Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 7.06 Repayment of Advances. If the identity of the Servicer shall change, the predecessor Servicer shall be entitled to receive, to the extent of available funds, reimbursement for Outstanding Monthly Advances pursuant to Section 5.04 in the manner specified in Section 4.06 with respect to all Monthly Advances made by such predecessor Servicer.

ARTICLE VIII
TERMINATION

Section 8.01 Optional Purchase of All Receivables; Insolvency of Depositor; Termination of Trust.

(a) (i) The Servicer shall have the option to purchase the assets of the Issuing Entity (other than the Designated Accounts) as of any date (the “Optional Purchase Date”) which is the last day of any Monthly Period as of which the Aggregate Receivables Principal Balance is the Optional Purchase Percentage or less of the Initial Aggregate Receivables Principal Balance. To exercise such option, the Servicer shall (A) furnish to the Issuing Entity and the Indenture

Trustee notice of its intention to exercise such option and of the Optional Purchase Date (such notice to be furnished not later than twenty-five (25) days prior to the Distribution Date related to such Optional Purchase Date) and (B) deposit in the Collection Account when required pursuant to (ii) below an amount equal to the greater of (a) the remaining unpaid Principal Balance of the Notes, plus accrued and unpaid interest, and any amounts payable to the Swap Counterparty under any Interest Rate Swaps and any accrued and unpaid Basic Servicing Fee payments and (b) the lesser of (i) the unpaid Aggregate Receivables Balance plus accrued and unpaid interest and (ii) the fair market value of the Receivables. Such fair market value shall be determined by an appraiser mutually satisfactory to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee.

(ii) The Servicer shall make such deposit set forth in (i)(B) above in immediately available funds on the Distribution Date related to the Optional Purchase Date, except that if any Monthly Remittance Condition is not satisfied on the Optional Purchase Date, such deposit shall instead be made on the Optional Purchase Date. Upon the making of such deposit, the Servicer shall succeed to all interests in and to the Issuing Entity (other than the Designated Accounts and the rights of the Issuing Entity under the Interest Rate Swaps).

(b) Upon any sale or other disposition of the assets of the Trust pursuant to Article V of the Indenture (an “Event of Default Sale”), the Servicer shall instruct the Applicable Trustee to deposit into the Collection Account from the proceeds of such disposition the amount specified in clause SECOND of Section 5.4(b) of the Indenture (the “Event of Default Proceeds”). On the Distribution Date on which the Event of Default Proceeds are deposited in the Collection Account (or, if such proceeds are not so deposited on a Distribution Date, on the Distribution Date immediately following such deposit), the Servicer shall instruct the Applicable Trustee to make the following deposits (after the application on such Distribution Date of the Available Principal and the Available Interest and funds on deposit in the Reserve Account pursuant to Sections 4.06 and 4.07) from the Event of Default Proceeds and any funds remaining on deposit in the Reserve Account (including the proceeds of any sale of investments therein as described in the following sentence) in the following priority:

(i) first, to the Swap Counterparty, the net amount, if any, then due to the Swap Counterparty under any Interest Rate Swaps (exclusive of payments due to the Swap Counterparty in respect of an Early Termination Date under any Interest Rate Swaps);

(ii) second, 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-PT Notes, the Class A-1b Notes, the Class A-2b Notes, the Class A-3 Notes and 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;

(iii) third, 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;

(iv) fourth, 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;

(v) fifth, 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;

(vi) sixth, 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;

(vii) seventh, 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;

(viii) eighth, 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; and

(ix) ninth, 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.

Subject to Section 5.01(b), any investments on deposit in the Reserve Account which shall not mature on or before such Distribution Date shall be sold by the Indenture Trustee at such time as shall result in the Indenture Trustee receiving the proceeds from such sale not later than such Distribution Date and applied as set forth above. Any Event of Default Proceeds remaining after all the deposits and other payments described above have been paid in full shall be paid to the Certificateholder.

(c) Notice of any termination of the Issuing Entity shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

(d) Following the satisfaction and discharge of the Indenture with respect to the Notes, and the payment in full of the principal and interest on the Notes, the Certificateholders shall succeed to the rights of the Noteholders hereunder and the Owner Trustee shall succeed to the rights of the Indenture Trustee pursuant to this Agreement (subject to the continuing

obligations of the Indenture Trustee set forth in Sections 3.04, 6.03(b) and 7.03 of this Agreement and Section 4.4 of the Indenture).

(e) After indefeasible payment in full to the Indenture Trustee, the Owner Trustee, the Swap Counterparty, the Noteholders, the Certificateholders and the Servicer of all amounts required to be paid under this Agreement, the Indenture, any Interest Rate Swaps and the Trust Agreement (including as contemplated by this Section 8.01), (i) any amounts on deposit in the Reserve Account and the 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 Depositor, the Servicer and the Owner Trustee with the consent of the 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 Basic Documents, (iii) to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently from any other class of Noteholders or 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 Noteholders or the Certificateholders), (iv) to add to the covenants, restrictions or obligations of the Depositor, the Servicer, the Owner Trustee or the Indenture Trustee or (v) to 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 Noteholders or the Certificateholders.

(b) This Agreement may also be amended from time to time by the Depositor, the Servicer and the Owner Trustee with the consent of the Indenture Trustee, the consent of 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 Depositor holds any Certificates, the consent of Certificateholders whose 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 Note or Certificate and of any Note or Certificate issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note or Certificate) 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 Noteholders or the Certificateholders; provided, however, that no such amendment shall (i) increase or reduce the interest rate or principal amount of any Note or

change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (ii) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (iii) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (iv) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding.

(c) Prior to the execution of any such amendment or consent pursuant to Section 9.01(a) or (b), the Indenture Trustee 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 pursuant to Section 9.01(a) or (b), the Owner Trustee shall furnish a copy of such amendment or consent to each Interested Party and to each Rating Agency.

(e) It shall not be necessary for the consent of Noteholders or 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 Noteholders or Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders shall be subject to such reasonable requirements as the Indenture Trustee or the 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 Indenture Trustee and the 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 Agreement and the Opinion of Counsel referred to in Section 9.02(j). The Indenture Trustee and the 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 the Servicer and the Depositor agrees that such Person shall not amend or agree to any amendment of the Pooling and Servicing 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 Servicing Agreement.

Section 9.02 Protection of Title to Trust.

(a) The Depositor or the Servicer 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 Noteholders, the Certificateholders, the Indenture Trustee and the Owner Trustee under this Agreement and the Second Step Receivables Assignment in the Receivables and in the proceeds

thereof. The Depositor or the Servicer or both shall deliver (or cause to be delivered) to the Indenture Trustee and the Owner Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) Neither the Depositor nor the Servicer shall change its state of formation or its name, identity or structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of the UCC, unless it shall have given the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice thereof.

(c) Each of the Depositor and the Servicer shall give the Indenture Trustee and the Owner Trustee at least sixty (60) days prior written notice of any relocation of its principal executive office or change of its jurisdiction of 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 Servicer shall at all times maintain each office from which it services Receivables and its principal executive office within the United States of America.

(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each), and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account, and Note Distribution Account.

(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement and the Second Step Receivables Assignment of the Receivables, the Servicer’s master computer records (including any back-up archives) that refer to any Receivable indicate clearly that the Receivable is owned by the Issuing Entity. Indication of the Issuing Entity’s ownership of a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer in accordance with the terms of the Basic Documents.

(f) In the event that the Servicer 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 Servicer hereunder, the Servicer shall comply fully with the obligations of Section 9.02(a).

(g) If at any time the Depositor or the Servicer proposes to sell, grant a security interest in, or otherwise transfer any interest in automotive receivables to any prospective purchaser, lender or other transferee, the Servicer and the Depositor 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 Receivable, indicate clearly that such Receivable has been sold and is owned by the Issuing Entity unless such Receivable has been paid in full or repurchased by the Depositor or purchased by the Servicer.

(h) The Servicer shall permit the Indenture Trustee and the Owner Trustee and their respective agents at any time to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivables then or previously included in the Owner Trust Estate.

(i) The Servicer shall furnish to the Indenture Trustee and the Owner Trustee at any time upon request a list of all Receivables then held as part of the Owner Trust Estate, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Accountings furnished before such request indicating removal of Receivables from the Owner Trust Estate. Upon request, the Servicer shall furnish a copy of any such list to the Depositor. The Indenture Trustee, the Owner Trustee and the Depositor shall hold any such list and the Schedule of Receivables for examination by interested parties during normal business hours at their respective offices located at the addresses specified in Section 9.03.

(j) The Servicer shall deliver to the Indenture Trustee and the 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 Indenture Trustee and the Owner Trustee in the Receivables, 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 Depositor shall cause the Notes and the Certificates to be registered with the 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 Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or the Rating Agencies under this Agreement shall be delivered 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 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 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 Securities 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 Depositor without the prior written consent of Noteholders whose Notes evidence not less than 66% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date and of Certificateholders whose Certificates evidence not less than 66% of the Voting Interests as of the close of the preceding Distribution Date. The Depositor shall provide notice of any such assignment to the Rating Agencies.

Section 9.07 Third-Party Beneficiaries. This Agreement and the Second Step Receivables Assignment shall inure to the benefit of and be binding upon the parties hereto and, to the extent expressly provided herein, the Noteholders, the Certificateholders, the Indenture Trustee, the Owner Trustee, the Swap Counterparty 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 Trust Sale and Servicing Agreement specified under the Swap Counterparty Rights Agreement. Except as otherwise provided in Section 6.01, the Swap Counterparty Rights Agreement, or in 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 Indenture Trustee. The Depositor hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuing Entity pursuant to the Indenture for the benefit of the Noteholders and (only to the extent expressly provided in the Indenture) the Certificateholders of all right, title and interest of the Issuing Entity in, to and under the Receivables and/or the assignment of any or all of the Issuing Entity’s rights and obligations hereunder to the Indenture Trustee.

Section 9.11 No Petition Covenants. Notwithstanding any prior termination of this Agreement, the Servicer and the Depositor shall not, prior to the date which is one year and one day after the final distribution with respect to the Notes to the Note Distribution Account, acquiesce, petition or otherwise invoke or cause the Issuing Entity to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuing Entity 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 Issuing Entity or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuing Entity.

Section 9.12 Limitation of Liability of Indenture Trustee and 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 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 Issuing Entity 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 Issuing Entity. 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 Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the 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 Owner Trustee of the Issuing Entity and in no event shall Deutsche Bank Trust Company Delaware in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. 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 Issuing Entity hereunder, the 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 Servicer covenants that for all tax purposes the Servicer shall regard and treat the Notes and the Certificates in a manner consistent with the agreements (i) among the Depositor, the Owner Trustee and the Certificateholders in Section 2.11 of the Trust Agreement and (ii) among the Depositor, the Indenture Trustee and the Noteholders in Section 2.14 of the Indenture.

Section 9.14 Furnishing Documents. The Indenture Trustee shall furnish to Noteholders, promptly upon receipt of a written request therefor, copies of the Pooling and Servicing Agreement, the Administration Agreement, the Custodian Agreement, the Trust Agreement, the Indenture and this Agreement.

Section 9.15 Information to Be Provided by the Indenture Trustee.

(a) The Indenture Trustee agrees to cooperate in good faith with any reasonable request by the Depositor for information regarding the Indenture Trustee which is required in order to enable the Depositor to comply with the provisions of Items 1117, 1119 and 1122 of Regulation AB as it relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement and the Indenture.

(b) Except to the extent disclosed by the Indenture Trustee in subsection (c) or (d) below, the Indenture Trustee shall be deemed to have represented to the Depositor 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 Noteholder or, to the

extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(c) The Indenture Trustee shall, as promptly as practicable following notice to or discovery by the Indenture Trustee of any changes to any information regarding the Indenture Trustee as is required for the purpose of compliance with Item 1117 of Regulation AB, provide to the Depositor, in writing, such updated information.

(d) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2008, a report of a representative of the Indenture Trustee with respect to the immediately preceding calendar year certifying, on behalf of the Indenture Trustee, that except to the extent otherwise disclosed in writing to Depositor, 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 Noteholder or, to the extent that the Certificates are registered under the Securities Act for public sale, any holder of such Certificates.

(e) The Indenture Trustee shall deliver to the Depositor on or before March 15 of each year, beginning with March 15, 2008 a report of a representative of the Indenture Trustee with respect to the immediately preceding calendar year providing to the Depositor such information regarding the 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 Indenture Trustee and any of the following parties to this securitization transaction, as such parties are identified to the Indenture Trustee by the Depositor in writing in advance of this securitization transaction:

	(i)		the Depositor;

	(ii)		GMAC, as sponsor;

	(iii)		the Issuing Entity;

	(iv)		the Servicer;

	(v)		the 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 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 2007-2
By:	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as 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, Depositor
By:	/s/ Pamela M. Surhigh
	Name:	Pamela M. Surhigh
	Title:	Vice President

GMAC LLC, Servicer, Custodian and Seller
By:	/s/ Carl J. Vannatter
	Name:	Carl J. Vannatter
	Title:	Director — Global Securitization

Acknowledged, Accepted, and, with respect to Section 9.15, Agreed to by:

THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee,



By:	/s/ Keith R. Richardson
	Name:	Keith R. Richardson
	Title:	Vice President

Signature Page to Trust Sale and Servicing Agreement

EXHIBIT A

SCHEDULE OF RECEIVABLES

The Schedule of Receivables is
on file at the offices of:

1.		The Indenture Trustee

2.		The Owner Trustee

3.		GMAC LLC

4.		Capital Auto Receivables LLC

EXHIBIT B

SECOND STEP RECEIVABLES ASSIGNMENT
PURSUANT TO TRUST SALE AND SERVICING AGREEMENT

For value received in accordance with and subject to the Trust Sale and Servicing Agreement, dated as of August 23, 2007, (the “Trust Sale and Servicing Agreement”), by and among GMAC LLC, a Delaware limited liability company and in its capacity (generally, “GMAC”, and in its capacity as seller of the Receivables specified in the Pooling and Servicing Agreement described below, the “Seller”, in its capacity as Custodian under the Custodian Agreement, the “Custodian” and in its capacity as Servicer under the Pooling and Servicing Agreement described below, the “Servicer”), Capital Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and Capital Auto Receivables Asset Trust 2007-2, a Delaware statutory trust (the “Issuing Entity”), the Depositor hereby irrevocably sells, transfers, assigns and otherwise conveys to the Trust, without recourse (subject to the obligations herein), all right, title and interest of the Depositor, whether now owned or hereafter acquired, in, to and under the following:

(i) all right, title and interest of the Depositor in, to and under the Receivables listed on the Schedule of Receivables, attached as Exhibit A hereto, and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage insurance force-placed by the Servicer covering any related Financed Vehicle;

(ii) the interest of the Depositor in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

(iii) the interest of the Depositor in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors;

(iv) the interest of the Depositor in any proceeds from recourse against Dealers on Receivables;

(v) all right, title and interest of the Depositor in, to and under the Pooling and Servicing Agreement, the First Step Receivables Assignment, and the Custodian Agreement, including the right of the Depositor to cause the Seller or the Servicer to repurchase Receivables under certain circumstances; 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 Depositor hereby represents that as of the Cutoff Date, the Aggregate Receivables Principal Balance was $3,004,618,442.41 and acknowledges that in consideration of such Receivables, the Trust has paid to the Depositor, in the form of Notes and Certificates, an amount equal to $3,004,618,442.41.

THIS SECOND STEP RECEIVABLES 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 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.

This Second Step Receivables Assignment is made pursuant to and upon the representations, warranties and agreements on the part of the Depositor contained in the Trust Sale and Servicing Agreement (including the Officer’s Certificate of the Depositor accompanying this Second Step Receivables Assignment) and is to be governed in all respects by the Trust Sale and Servicing Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Trust Sale and Servicing Agreement.

* * * *

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 LLC, as Depositor
	By:
		Name:
		Title:

EXHIBIT C

Additional Representations and Warranties

1.		This Agreement and the Indenture create a valid and continuing security interest (as defined in the applicable UCC) in the Purchased Property in favor of the Issuing Entity and the 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 CARI and the Issuing Entity, respectively.

2.		All steps necessary to perfect CARI’s security interest against each Obligor in the property securing the Purchased Property have been taken.

3.		Prior to the sale of the Purchased Property to the Issuing Entity under this Agreement, the Receivables constitute “tangible chattel paper” within the meaning of the applicable UCC.

4.		CARI owns and has good and marketable title to the Purchased Property free and clear of any Lien, claim or encumbrance of any Person.

5.		CARI has caused or will have caused, within ten (10) days, 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 Purchased Property granted to the Issuing Entity hereunder and the Indenture Trustee under the Indenture.

6.		Other than the security interest granted to CARI pursuant to the Basic Documents, the Issuing Entity under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture, none of the Seller, CARI or the Issuing Entity has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Purchased Property. None of the Seller, CARI or the Issuing Entity has authorized the filing of, nor is CARI aware of, any financing statements against the Seller, CARI or the Issuing Entity that include a description of collateral covering the Purchased Property other than the financing statements relating to the security interests granted to CARI, the Issuing Entity and the Indenture Trustee under the Basic Documents or any financing statement that has been terminated. CARI is not aware of any judgment or tax lien filings against the Seller, CARI or the Issuing Entity.

7.		The Servicer, has in its possession or with other third party vendors all original copies of the Receivables Files and other documents that constitute or evidence the Receivables and the Purchased Property. The Receivables Files and other documents that constitute or evidence the Purchased Property do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than CARI.

APPENDIX A

PART I — DEFINITIONS

All terms defined in this Appendix shall have the defined meanings when used in the 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 Indenture.

Administration Agreement: That certain Administration Agreement, dated as of the Closing Date, among GMAC, as Administrator, the Issuing Entity and the Indenture Trustee, as amended and supplemented from time to time.

Administrative Purchase Payment: With respect to a Distribution Date and to an Administrative Receivable purchased as of the last day of the related Monthly Period, a payment equal to the Amount Financed minus that portion of all payments made by or on behalf of the related Obligor on or prior to the last day of the related Monthly Period allocable to principal.

Administrative Receivable: A Receivable that the Servicer is required to purchase pursuant to Section 3.08 of the Pooling and Servicing Agreement or which the Servicer has elected to repurchase pursuant to Section 8.01(a) of the Trust Sale and Servicing Agreement.

Administrator: GMAC or any successor Administrator under the Administration Agreement.

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 Issuing Entity maintained pursuant to Section 3.2 of the Indenture.

Aggregate Amount Financed: The aggregate of the Amount Financed for each Receivable as of the Cutoff Date. As of the Cutoff Date, the Aggregate Amount Financed was $3,350,089,106.02.

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 the preceding Distribution Date.

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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 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 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 the preceding Distribution Date.

Aggregate Note Principal Balance: With respect to the close of a Distribution Date, the sum of the Note Principal Balances for all classes of Notes.

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 and (ii) the Aggregate Noteholders’ Priority Principal Distributable Amount as of such Distribution Date.

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, (iii) the Third Priority Principal Distributable Amount, and (iv) the Fourth Priority Principal Distributable Amount, each as of such Distribution Date.

Aggregate Principal Balance of Non-Subvented Receivables: As of any date, the present value as of such date of all scheduled monthly payments on all of the Non-Subvented Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date which have not been applied on or prior to such date (determined after taking into account any Warranty Payments and Administrative Purchase Payments in respect of such Receivables), with each Receivable being discounted from the last day of the calendar month in which payments are to become due to such date at the greater of the Discount Rate and the Annual Percentage Rate.

Aggregate Principal Balance of Subvented Receivables: As of any date, the present value as of such date of all scheduled monthly payments on all of the Subvented Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date which have not been applied on or prior to such date (determined after taking into account any Warranty Payments and Administrative Purchase Payments in respect of such Receivables), with each Receivable

A-2

being discounted from the last day of the calendar month in which payments are to become due to such date at the greater of the Discount Rate and the Annual Percentage Rate.

Aggregate Receivables Face Amount: As of any date, the sum of the Principal Balances of all outstanding Receivables (other than Liquidating Receivables) held by the Issuing Entity on such date.

Aggregate Receivables Principal Balance: As of any date, the sum of (i) the Aggregate Principal Balance of Subvented Receivables and (ii) the Aggregate Principal Balance of Non-Subvented Receivables, each as of such date.

Amount Financed: With respect to a Receivable, the aggregate amount advanced under such Receivable toward the purchase price of the Financed Vehicle, including accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of retail automobile instalment sale contracts and direct purchase money loans and related costs, less:

	(i)		payments received from the related Obligor prior to the Cutoff Date allocable to principal and

	(ii)		any amount allocable to the premium for physical damage insurance covering the Financed Vehicle force-placed by the Servicer.

Annual Percentage Rate: With respect to a Receivable, the annual rate of finance charges stated in such Receivable.

Annual Statement of Compliance: The Officer’s Certificate required to be delivered by the Issuing Entity, pursuant to Section 3.9 of the Indenture or the Officer’s Certificate required to be delivered by the Servicer pursuant to Section 4.01(a) of the Trust Sale and Servicing Agreement, as applicable.

Applicable Trustee: So long as the Aggregate Note Principal Balance is greater than zero and the Indenture has not been discharged in accordance with its terms, the Indenture Trustee, and thereafter, the Owner Trustee.

Authorized Officer: With respect to the Issuing Entity, any officer or agent acting under power of attorney of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuing Entity and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the 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 Administration Agreement is in effect, any officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuing Entity and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

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Available Interest: With respect to any Distribution Date, the sum of the following amounts with respect to the prior Monthly Period:

	(i)		that portion of all collections on the Receivables held by the Issuing Entity (other than Liquidating Receivables) allocable to interest;

	(ii)		Liquidation Proceeds to the extent allocable to interest;

	(iii)		all Simple Interest Advances;

	(iv)		the net amount, if any, paid by the Swap Counterparty to the Issuing Entity pursuant to any Interest Rate Swaps; and

	(v)		the Warranty Payment or the Administrative Purchase Payment for each Receivable that the Depositor repurchased or the Servicer purchased during such Monthly Period to the extent allocable to accrued interest;

except that any of the foregoing amounts, to the extent they constitute any of the following, shall be excluded from “Available Interest”:

	(A)		any Excess Simple Interest Collections;

	(B)		all Liquidation Proceeds with respect to Simple Interest Receivables paid to the Servicer to reimburse Outstanding Simple Interest Advances pursuant to Section 5.04 of the Trust Sale and Servicing Agreement; and

	(C)		amounts representing Liquidation Expenses pursuant to Section 3.04 of the Pooling and Servicing Agreement.

For purposes of this definition, references to the prior Monthly Period shall mean with respect to the initial Distribution Date, the period from and including the Cutoff Date to the end of the calendar month preceding the initial Distribution Date. All of the preceding allocations called for herein shall be made in accordance with the Servicer’s customary servicing procedures.

Available Principal: With respect to any Distribution Date, the sum of the following amounts with respect to the prior Monthly Period:

	(i)		that portion of all collections on Receivables held by the Issuing Entity (other than Liquidating Receivables) allocable to principal;

	(ii)		Liquidation Proceeds to the extent allocable to principal; and

	(iii)		to the extent allocable to principal, the Warranty Payment or the Administrative Purchase Payment for each Receivable that the Depositor repurchased or the Servicer purchased during such Monthly Period;

except that any of the foregoing amounts, to the extent they constitute any of the following shall be excluded from “Available Principal”:

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	(A)		any Excess Simple Interest Collections;

	(B)		all Liquidation Proceeds with respect to Simple Interest Receivables paid to the Servicer to reimburse Outstanding Simple Interest Advances pursuant to Section 5.04 of the Trust Sale and Servicing Agreement; and

	(C)		amounts representing reimbursement for Liquidation Expenses pursuant to Section 3.04 of the Pooling and Servicing Agreement.

Basic Documents: The Certificate of Trust, the Trust Agreement, the Pooling and Servicing Agreement (including the First Step Receivables Assignment), the Trust Sale and Servicing Agreement (including the Second Step Receivables Assignment), the Triparty Agreement, the Custodian Agreement, the Administration Agreement, the Indenture, any Interest Rate Swaps, the Swap Counterparty Rights Agreement, the Note Depository Agreement, the Notes, the Certificates and the other documents and certificates delivered in connection therewith.

Basic Servicing Fee: With respect to a Distribution Date, the basic fee payable to the Servicer for services rendered during the related Monthly Period, which shall be equal to the sum of (a) one-twelfth (1/12th) of the Basic Servicing Fee Rate multiplied by the Aggregate Receivables Face Amount of all Receivables held by the Issuing Entity as of the first day of such Monthly Period (or, for the first Distribution Date, the Basic Servicing Fee Rate multiplied by a fraction, the numerator of which is 30 and the denominator of which is 360, multiplied by the Aggregate Receivables Face Amount as of the Closing Date) and (b) any unpaid Basic Servicing Fees from any prior Distribution Date.

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 plan in such entity.

Book-Entry Notes: A beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

Business Day: Any day other than a Saturday, a Sunday or any other day on which banks in New York, New York; Detroit, Michigan; or Chicago, Illinois may, or are required to, remain closed.

CARI: Capital Auto Receivables LLC, a Delaware limited liability company.

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Certificate: The Certificates executed by the Owner Trustee and authenticated by the Owner Trustee in substantially the form set forth in Exhibit A to the Trust Agreement.

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 Issuing Entity substantially in the form of Exhibit B to the Trust Agreement filed for the Issuing Entity pursuant to Section 3810(a) of the Statutory Trust Act.

Certificate Owner: The owner of an interest in a Certificate.

Certificate Register: The register of 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 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 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-PT Notes, the Class A-1a Notes, the ClassA-1b Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4a Notes and the Class A-4b Notes.

Class A-1 Notes: Collectively, the Class A-1a Notes and the Class A-1b Notes.

Class A-1a Notes: The 5.60493% Asset Backed Notes, Class A-1a in the initial aggregate principal balance of $250,000,000 issued pursuant to the Indenture.

Class A-1b Notes: The Floating Rate Asset Backed Notes, Class A-1b in the aggregate principal balance of $40,000,000 issued pursuant to the Indenture.

Class A-2 Notes: Collectively, the Class A-2a Notes and the Class A-2b Notes.

Class A-2a Notes: The 5.31% Asset Backed Notes, Class A-2a in the initial aggregate principal balance of $100,000,000 issued pursuant to the Indenture.

Class A-2b Notes: The Floating Rate Asset Backed Notes, Class A-2b in the aggregate principal balance of $340,000,000 issued pursuant to the Indenture.

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Class A-3 Notes: The Floating Rate Asset Backed Notes, Class A-3 in the aggregate principal balance of $380,000,000 issued pursuant to the Indenture.

Class A-4 Notes: Collectively, the Class A-4a Notes and the Class A-4b Notes.

Class A-4a Notes: The 5.39% Asset Backed Notes, Class A-4a in the aggregate principal balance of $169,364,00 issued pursuant to the Indenture.

Class A-4b Notes: The Floating Rate Asset Backed Notes, Class A-4b in the aggregate principal balance of $60,000,000 issued pursuant to the Indenture.

Class A-PT Notes: The Floating Rate Asset Backed Notes, Class A-PT in the aggregate principal balance of $1,500,000,000 issued pursuant to the 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 5.76% Asset Backed Notes, Class B in the initial aggregate principal balance of $97,650,000 issued pursuant to the 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.

Class C Notes: The 6.51% Asset Backed Notes, Class C in the initial aggregate principal balance of $45,069,000 issued pursuant to the 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 8.30% Asset Backed Notes, Class D in the initial aggregate principal balance of $15,023,000 issued pursuant to the 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.

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Closing Date: August 23, 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 Indenture.

Collection Account: The account designated as such, established and maintained pursuant to Section 5.01(a)(i) of the Trust Sale and Servicing Agreement.

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 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: (a) So long as the Class A Notes are outstanding, the Class A Notes, (b) if the Class A Notes are no longer outstanding but the 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 the Class C Notes are outstanding, the Class C Notes, and (d) if the Class A Notes, Class B Notes and the Class C Notes are no longer outstanding, the Class D Notes.

Corporate Trust Office: With respect to the Indenture Trustee or the Owner Trustee, the principal office at which at any particular time the corporate trust business of the Indenture Trustee or Owner Trustee, respectively, shall be administered, which offices at the Closing Date are located, in the case of the Indenture Trustee, at 2 North LaSalle Street, Suite 1020, Chicago, Illinois, 60602 Attn: Structured Finance Services — CARAT 2007-2, and, with respect to registration, exchange and transfer of a Security, at 101 Barclay Street, New York, New York, 10007, Attn: Structured Finance Services, CARAT 2007-2, and in the case of the Owner Trustee, at Montgomery Building, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805, Attn: Corporate Trust Department.

Custodian: GMAC, as Servicer, or another custodian named from time to time in the Custodian Agreement.

Custodian Agreement: The Custodian Agreement, dated as of the Closing Date, between the Custodian and CARI, as amended or supplemented from time to time.

Cutoff Date: August 1, 2007.

Dealer: The seller of automobiles or light trucks that originated one or more of the Receivables and assigned the respective Receivable, directly or indirectly, to GMAC under an existing agreement between such seller and GMAC or between such seller and General Motors, as applicable.

Dealer Agreement: An existing agreement between GMAC and a Dealer with respect to a Receivable.

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Default: Any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

Definitive Notes: The Notes issued in the form of definitive notes pursuant to Section 2.12 or Section 2.15 of the Indenture.

Depositor: The Person executing the Trust Sale and Servicing Agreement as the Depositor, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Servicing Agreement.

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), including the Reserve Account Initial Deposit, and all proceeds of the foregoing but excluding all Investment Earnings thereon.

Designated Accounts: The Collection Account, the Note Distribution Account and the Reserve Account, collectively.

Determination Date: The tenth day of each calendar month, or if such tenth day is not a Business Day, the next succeeding Business Day.

Discount Rate: 9.30% per annum.

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 September 17, 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 one of the states thereof or the District of Columbia (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 Indenture Trustee or the Owner Trustee or (ii) a depository institution organized under the laws of the United States of America or any one of the states thereof or the District of Columbia (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 FDIC.

Eligible Investments: Book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form which evidence:

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	(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 thereof (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 Indenture Trustee or the 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 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);

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	(vii)		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;

	(viii)		(solely in the case of the Reserve Account) the Notes; 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 Indenture Trustee (so long as the short-term unsecured debt obligations of the Indenture Trustee are rated at least A-1+ by Standard & Poor’s Ratings Services and P-1 by Moody’s Investors Service, Inc., 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 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 Fitch, Inc. only if Fitch, Inc. is then rating such investment. If a Rating Agency that is rating the Notes has failed to provide a rating for an investment, then an equivalent required deposit rating may be obtained from another nationally recognized rating agency. For purposes of the foregoing, unless the Indenture Trustee objects at the time an investment is made, the 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.

Event of Default: An event described in Section 5.1 of the Indenture.

Event of Default Proceeds: As defined in Section 8.01(b) of the Trust Sale and Servicing Agreement.

Event of Default Sale: As defined in Section 8.01(b) of the Trust Sale and Servicing Agreement.

Excess Simple Interest Collections: With respect to a Distribution Date, the excess, if any, of (i) all payments received during the related Monthly Period on all Simple Interest Receivables to the extent allocable to interest over (ii) the amount of interest that would be due during the related Monthly Period on all Simple Interest Receivables assuming that the payment on each such Receivable was received on its respective due date.

Exchange Act: The Securities Exchange Act of 1934, as amended.

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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.

FDIC: Federal Deposit Insurance Corporation or any successor agency.

Final Scheduled Distribution Date: With respect to a class of Notes, the Distribution Date in the month and year set forth below opposite such Notes:


Class A-PT Notes:		February 18, 2014;
Class A-1 Notes:		August 15, 2008;
Class A-2 Notes:		March 15, 2010;
Class A-3 Notes:		July 15, 2011;
Class A-4 Notes:		February 18, 2014;
Class B Notes:		February 18, 2014;
Class C Notes:		February 18, 2014;and
Class D Notes:		February 18, 2014.

Financed Vehicle: A new or used car or light truck, together with all accessories thereto, securing an Obligor’s indebtedness under a Receivable.

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 Noteholders, the Certificateholders and, so long as any Interest Rate Swap is 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 outstanding 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) over (ii) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period.

First Step Receivables Assignment: As defined in Section 2.02(a) of the Pooling and Servicing Agreement.

Fixed Rate Notes: Together, the Class A-1a Notes, the Class A-2a Notes, the Class A-4a Notes, the Class B Notes, the Class C Notes and the Class D Notes.

Floating Rate Notes: Together, the Class A-PT Notes, the Class A-1b Notes, the Class A-2b Notes, the Class A-3 Notes and the Class A-4b Notes.

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Fourth 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 outstanding principal balance of all the Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date, (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date, and (c) the Third Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Fractional Undivided Interest: The percentage interest in the Issuing Entity shown on a Certificateholders’ Certificate.

Further Transfer and Servicing Agreements: As defined in the recitals to the Pooling and Servicing Agreement.

General Motors: General Motors Corporation, a Delaware corporation.

GMAC: GMAC LLC, a Delaware liability company, formerly known as General Motors Acceptance Corporation, and its successors and assigns.

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 Closing Date, as the same may be amended, supplemented, renewed, extended or replaced from time to time.

GMACNA: GMACNA LLC, a Delaware limited liability company.

GMACNA Sale Agreement: The GMACNA Sale Agreement, dated as of June 23, 2004, by and between General Motors Acceptance Corporation, North America (predecessor in form to GMACNA) and General Motors Acceptance Corporation (predecessor in form to GMAC).

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 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 Note or 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.

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Indenture: The Indenture, dated as of the Closing Date, between the Issuing Entity and the Indenture Trustee, as amended and supplemented from time to time.

Indenture Trustee: The Bank of New York Trust Company, N.A., not in its individual capacity but solely as trustee under the Indenture, or any successor trustee under the Indenture.

Independent: When used with respect to any specified Person, that the Person (i) is in fact independent of the Issuing Entity, any other obligor upon the Notes, the Depositor 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 Issuing Entity, any such other obligor, the Depositor or any Affiliate of any of the foregoing Persons and (iii) is not connected with the Issuing Entity, any such other obligor, the Depositor 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 Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and stating that the signer has read the definition of “Independent” in the Indenture and that the signer is Independent within the meaning thereof.

Indirect Participant: A securities broker, dealer, bank, trust company or other Person that clears through or maintains a custodial relationship with a Clearing Agency Participant, either directly or indirectly.

Initial Aggregate Receivables Principal Balance: As of the Cutoff Date, the sum of (i) the Aggregate Principal Balance of Subvented Receivables and (ii) the Aggregate Principal Balance of Non-Subvented Receivables, equal to $3,004,618,442.41.

Insurance Policy: With respect to a Receivable, an insurance policy covering physical damage, credit life, credit disability, theft, mechanical breakdown or similar event with respect to the related Financed Vehicle.

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.

Interest Rate: With respect to each class of Notes, the per annum rate set forth below:


Class A-PT Notes:		LIBOR + 0.28%;
Class A-1a Notes:		5.60493%;
Class A-1b Notes:		LIBOR + 0.10%;
Class A-2a Notes:		5.31%;
Class A-2b Notes:		LIBOR + 0.23%;
Class A-3 Notes:		LIBOR + 0.30%;
Class A-4a Notes:		5.39%;
Class A-4b Notes:		LIBOR + 0.40%;

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Class B Notes:		5.76%;
Class C Notes:		6.51%; and
Class D Notes:		8.30%.

Interest Rate Swap: Each interest rate swap agreement, including all schedules and confirmations related thereto, between the Trust and the Swap Counterparty, in effect on the 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 Basic Documents.

Interested Parties: As defined in the recitals to the Pooling and Servicing 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, net of losses and investment expenses.

Issuer Order: A written order signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.

Issuer Request: A written request signed in the name of the Issuing Entity by any one of its Authorized Officers and delivered to the Indenture Trustee.

Issuing Entity: The party named as such in the Trust Sale and Servicing Agreement and in the 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 Notes.

LIBOR: With respect to the initial Distribution Date, 5.50%; 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 Screen LIBOR01 Page as of 11:00 a.m., London time, on the day that is two LIBOR Business Days prior to the preceding Distribution Date (and, in the case of the initial Distribution Date, two LIBOR Business Days prior to the Initial Closing Date). If such rate does not appear on that date on Reuters Screen LIBOR01 Page (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 Indenture Trustee after consultation with the Depositor), 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.

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.

Liquidating Receivable: A Receivable as to which the Servicer (i) has reasonably determined, in accordance with its customary servicing procedures, that eventual payment of

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amounts owing on such Receivable is unlikely, or (ii) has repossessed and disposed of the Financed Vehicle.

Liquidation Expenses: With respect to (i) a Liquidating Receivable without recourse to a Dealer, $300.00 (or such greater amount as the Servicer determines necessary in accordance with its customary procedures to refurbish and dispense of a repurchased Financed Vehicle) as an allowance for amounts charged to the account of the Obligor, in keeping with the Servicer’s customary procedures, for refurbishing and disposition of the Financed Vehicle and other out-of-pocket costs related to the liquidation; and (ii) a Liquidating Receivable with recourse to a Dealer, $0.

Liquidation Proceeds: With respect to a Liquidating Receivable, all amounts realized with respect to such Receivable net of amounts that are required to be refunded to the Obligor on such Receivable.

Materiality Opinion: A written opinion of Kirkland & Ellis LLP, Mayer Brown Rowe & Maw LLP or another nationally recognized law firm experienced in securitization matters reasonably acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in form and substance reasonably satisfactory to the Swap Counterparty.

Monthly Advance: As of a Distribution Date, a Simple Interest Advance, in respect of the related Monthly Period.

Monthly Period: With respect to a Distribution Date, the calendar month preceding the month in which such Distribution Date occurs; provided, however, that with respect to the first Distribution Date, the Monthly Period will be the period from and including the Cutoff Date to the end of the calendar month preceding such Distribution Date.

Monthly Remittance Condition: Each of the following conditions:

	(i)		GMAC is the Servicer;

	(ii)		the rating of GMAC’s short-term unsecured debt is at least A-1 by Standard & Poor’s Ratings Services and P-1 by Moody’s Investors Service, Inc.; and

	(iii)		a Servicer Default shall not have occurred and be continuing.

New York UCC: The UCC as in effect on the Closing Date in the State of New York, and as may be amended from time to time.

Non-Subvented Receivable: A Receivable that was or will be acquired or originated by GMAC or its subsidiaries that is not a Subvented Receivable.

Note Class Interest Distributable Amount: With respect to any class or tranche of Notes and any Distribution Date, the product of (i) the outstanding principal balance of such class or tranche of Notes as of the close of the preceding Distribution Date (or, in the case of the first Distribution Date, the outstanding principal balance of such class or tranche of Notes on the

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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 tranche (or, in the case of the first Distribution Date, the Interest Rate for such class multiplied by a fraction, the numerator of which is 22 and the denominator of which is 360) and (b) in the case of the Class A-1 Notes and the Floating Rate Notes, the product of the Interest Rate for such class or tranche of 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 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 Indenture Trustee on behalf of the Issuing Entity in whose name the 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.

Note Depository Agreement: The agreement, dated as of the Closing Date, between the Issuing Entity and The Depository Trust Company, as the initial Clearing Agency relating to the Notes, substantially in the form of Exhibit B to the 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 Servicing 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 Notes and any Distribution Date, an amount expressed to the seventh decimal place and computed by the Servicer which is equal to the Note Principal Balance for such class as of the close of such Distribution Date divided by the initial Note Principal Balance for such class.

Note Principal Balance: With respect to a class of Notes and any Distribution Date, the aggregate principal balance of such class of Notes, reduced by all previous payments to the Noteholders of such class in respect of principal of such Notes.

Note Register: With respect to any class of Notes, the register of such Notes specified in Section 2.4 of the Indenture.

Note Registrar: The registrar at any time of the Note Register, appointed pursuant to Section 2.4 of the Indenture.

Notes: The Class A-PT 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.

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Noteholders: Holders of record of the Notes pursuant to the Indenture and, with respect to any class of Notes, holders of record of such class of Notes pursuant to the Indenture.

Noteholders’ Regular Principal Distributable Amount: With respect to the Notes, for any Distribution Date, the lesser of:

	(A)		the Aggregate Note Principal Balance as of the close of the immediately preceding Distribution Date reduced by the Aggregate Noteholders’ Priority Principal Distributable Amount, if any, with respect to such Distribution Date; and

	(B)		the remainder, if any, of:

	(1)		the Principal Distributable Amount minus

	(2)		the Aggregate Noteholders’ Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Notwithstanding the foregoing, on the Final Scheduled Distribution Date for the Class D Notes, the Noteholders’ Regular Principal Distributable Amount shall equal the greater of (i) the amount specified above and (ii) the outstanding principal balance of the Notes as of the preceding Distribution Date.

Obligor: The purchaser or the co-purchasers of the Financed Vehicle or other person who owes payments under a Receivable.

Offered Notes: Together, the Class A-PT Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

Officer’s Certificate: A certificate signed by any Authorized Officer of the Issuing Entity, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise specified in the Indenture, any reference in the Indenture to an officer’s certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuing Entity.

Opinion of Counsel: A written opinion of counsel, who may, except as otherwise expressly provided, be an employee of the Depositor or the Servicer. In addition, for purposes of the Indenture: (i) such counsel shall be satisfactory to the Indenture Trustee; (ii) the opinion shall be addressed to the Indenture Trustee as Trustee and (iii) the opinion shall comply with any applicable requirements of Section 11.1 of the Indenture and shall be in form and substance satisfactory to the Indenture Trustee.

Optional Purchase Date: As defined in Section 8.01(a) of the Trust Sale and Servicing Agreement.

Optional Purchase Percentage: 2.00%.

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Outstanding: With respect to the Notes, as of the date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

	(i)		Notes theretofore cancelled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

	(ii)		Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes; provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor, satisfactory to the Indenture Trustee, has been made; and

	(iii)		Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;

provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes both legally and beneficially owned by the Issuing Entity, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgor’s right so to act with respect to such Notes and that the pledgee is not the Issuing Entity, any other obligor upon the Notes, the Depositor or any Affiliate of any of the foregoing Persons.

Outstanding Amount: As of any date, the aggregate principal amount of all Notes, or a class of Notes, as applicable, Outstanding at such date.

Outstanding Monthly Advances: Outstanding Simple Interest Advances.

Outstanding Simple Interest Advances: As of the last day of a Monthly Period, the sum of all Simple Interest Advances made on or prior to such date minus the sum of (i) all payments to the Servicer made on or prior to such date pursuant to Section 5.04 of the Trust Sale and Servicing Agreement and (ii) all Excess Simple Interest Collections paid to the Servicer made on or prior to such date; provided, however, that Outstanding Simple Interest Advances shall never be deemed to be less than zero.

Overcollateralization Target Amount: The product of 0.25% multiplied by the Initial Aggregate Receivables Principal Balance.

Owner: As defined in Section 1.02 of the Pooling and Servicing Agreement.

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Owner Trust Estate: All right, title and interest of the Issuing Entity in and to the property and rights assigned to the Issuing Entity pursuant to Article II of the Trust Sale and Servicing Agreement, all funds on deposit from time to time in the Collection Account and all other property of the Issuing Entity from time to time, including any rights of the Owner Trustee and the Issuing Entity pursuant to the Trust Sale and Servicing Agreement and the Administration Agreement.

Owner Trustee: Deutsche Bank Trust Company Delaware, a Delaware banking corporation, not in its individual capacity but solely as trustee, or any successor trustee under the Trust Agreement.

Paying Agent: With respect to the Indenture, the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is authorized by the Issuing Entity to make the payments to and distributions from the Collection Account and the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuing Entity. 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 Owner Trustee specified in Section 6.13 of the Trust Agreement. The initial Paying Agent under the Trust Agreement shall be Deutsche Bank Trust Company Americas.

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(a)(47) of the New York UCC and are susceptible of physical delivery and (ii) Security Certificates.

Pooling and Servicing Agreement: The Pooling and Servicing Agreement, dated as of the Closing Date, between GMAC and the Depositor, as amended and supplemented from time to time.

Predecessor Note: With respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

Principal Balance: With respect to any Simple Interest Receivable, as of any date, the Amount Financed minus the sum of the following amounts:

	(i)		that portion of all payments received from the related Obligor on or prior to such date allocable to principal; and

	(ii)		any Warranty Payment or Administrative Purchase Payment received on or prior to such date to the extent allocable to principal.

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Principal Distributable Amount: With respect to any Distribution Date, the excess of (i) the Aggregate Note Principal Balance as of the close of the preceding Distribution Date over (ii) the result of the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period minus the Overcollateralization Target Amount.

Private Notes: The Class A-1 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

Proceeding: Any suit in equity, action at law or other judicial or administrative proceeding.

protected purchaser: As defined in Section 8-303 of the applicable UCC, and provided that the requirements of Section 8-405 of the applicable UCC are met.

Purchased Property: As defined in Section 2.01(a) of the Pooling and Servicing Agreement.

Rating Agencies: As of any date, the nationally recognized statistical rating organizations requested by the Depositor to provide ratings on the Notes which are rating the Notes on such date.

Rating Agency Condition: With respect to any action, the condition that each Rating Agency shall have been given at least ten (10) days prior notice thereof and that each of the Rating Agencies shall have notified the Depositor, the Servicer, the Issuing Entity and the Indenture Trustee in writing that such action shall not result in a downgrade or withdrawal of the then current rating of the Notes.

Receivable: A retail installment sale contract or direct purchase money loan for a Financed Vehicle that is included in the Schedule of Receivables and all rights and obligations thereunder.

Receivable File: The documents listed in Section 2.04 of the Pooling and Servicing Agreement pertaining to a particular Receivable.

Receivable Principal Balance: (i) with respect to a Subvented Receivable, an amount equal to the present value as of the close of business on the Cutoff Date of all remaining payments on the Subvented Receivable which have not been applied prior to the Cutoff Date, with each Receivable being discounted at the greater of the Discount Rate and the Annual Percentage Rate from the last day of the calendar month in which each scheduled payment is to become due to that Distribution Date and (ii) with respect to a Non-Subvented Receivable, an amount equal to the outstanding principal balance of the Non-Subvented Receivable on the Cutoff Date.

Receivables Purchase Price: The amount described in Section 2.02 of the Pooling and Servicing Agreement.

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Record Date: (i) with respect to the 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 Notes, with respect to such class of Notes the last day of the preceding Monthly Period and (ii) with respect to the Certificates and with respect to any Distribution Date, the close of business on the date immediately preceding such Distribution Date, or for any Distribution Date as to which Certificates are outstanding, the last day of the preceding Monthly Period.

Redemption Date: As defined in Section 10.1 of the Indenture.

Redemption Price: With respect to the Notes, the unpaid principal amount of such Notes, plus accrued and unpaid interest thereon.

Reference Bank Rate: For any 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 LIBOR Business Days prior to the immediately preceding Distribution Date (or, in the case of the initial Distribution Date, the day that is two LIBOR Business Days prior to the Closing Date) to prime banks in the London interbank market for a period of one month, in amounts approximately equal to the then Outstanding Amount of the applicable class or tranche 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 Depositor. The 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 Indenture Trustee after consultation with the Depositor, 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 Outstanding Amount of the applicable class or tranche of the then outstanding Floating Rate Notes. If no quotation can be obtained, then LIBOR will be the rate from the prior Distribution Date.

Registered Holder: The Person in whose name a 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. §§229.1100-229.1123, as such may be amended from time to time and subject to such clarification and interpretation 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 (January 7, 2005)) or by the staff of the Commission, or 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(a) of the Trust Sale and Servicing Agreement.

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Required Deposit Rating: A rating on short-term unsecured debt obligations of A-1+ by Standard & Poor’s Ratings Services and P-1 by Moody’s Investors Service, Inc. 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: The account designated as such, established and maintained pursuant to Section 4.07(a) of the Trust Sale and Servicing Agreement.

Reserve Account Deposit: Cash or Eligible Investments having a value of at least $15,023,092.21.

Reserve Account Property: (i) The Reserve Account and all proceeds thereof (other than the Investment Earnings thereon) including all cash, investments, investment property and other amounts held from time to time in the Reserve Account (whether in the form of deposit accounts, Physical Property, book-entry securities, Uncertificated Securities, Financial Assets or otherwise) and (ii) the Reserve Account Deposit and all proceeds thereof (other than the Investment Earnings thereon).

Responsible Officer: With respect to the Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust Office of such trustee or with respect to the Owner Trustee, any agent of the Owner Trustee acting under a power of attorney, and, with respect to the Servicer, 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.

Revolving Note: The Revolving Notes issued by CARI to GMAC under the Intercompany Advance Agreement.

Schedule of Receivables: The schedule of Receivables attached to the First Step Receivables Assignment delivered on the Closing Date and originally held as part of the Trust, and on file at the locations listed on Exhibit A of the Trust Sale and Servicing Agreement, as it 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 outstanding 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) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

Second Step Receivables Assignment: As defined in Section 2.01(a) of the Trust Sale and Servicing Agreement.

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Secretary of State: The Secretary of State of the State of Delaware.

Secured Obligations: Obligations consisting of the principal of and interest on, and any other amounts owing in respect of, the Notes and amounts allocable pursuant to the Indenture with respect to the Certificates.

Secured Parties: Each Noteholder.

Securities: The Notes and the 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 Servicing 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.

Securityholder: A Holder of a Note or a Certificate.

Seller: GMAC, in its capacity as Seller under the Pooling and Servicing Agreement, and any successor or assignee thereof under the Pooling and Servicing Agreement.

Servicer: The Person executing the Trust Sale and Servicing Agreement as the Servicer, or its successor in interest pursuant to Section 6.02 of the Trust Sale and Servicing Agreement.

Servicer Default: An event described in Section 7.01 of the Trust Sale and Servicing Agreement.

Servicer’s Accounting: A certificate, completed by and executed on behalf of the Servicer, in accordance with Section 3.10 of the Pooling and Servicing Agreement.

Servicing Criteria: The “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

Simple Interest Advance: The amount, as of the last day of the related Monthly Period, which the Servicer is required to advance pursuant to Section 5.04(b) of the Trust Sale and Servicing Agreement.

Simple Interest Method: The method of allocating each monthly payment on a Simple Interest Receivable to principal and interest pursuant to which the portion of such payment that is allocated to interest is equal to the product of the outstanding principal balance thereon multiplied by the fixed rate of interest applicable to such Receivable multiplied by the period of time elapsed (expressed as a fraction of a calendar year) since the preceding payment of interest with respect to such principal balance was made.

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Simple Interest Receivable: Any Receivable under which the portion of each monthly payment allocable to earned interest and the portion allocable to the Amount Financed is determined in accordance with the Simple Interest Method. For purposes hereof, all payments with respect to a Simple Interest Receivable shall be allocated to principal and interest in accordance with the Simple Interest Method.

Specified Reserve Account Balance: For any Distribution Date, the lesser of:

	(i)		0.50% of the Initial Aggregate Receivables Principal Balance; and

	(ii)		the outstanding principal balance of the Notes as of the close of business on such Distribution Date (after giving effect to all payments and distributions to be made on such Distribution Date).

State: Any one of the 50 states of the United States of America or the District of Columbia.

Statutory Trust Act: Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be amended from time to time.

Subvented Receivable: A Receivable that was or will be acquired or originated by GMAC or its subsidiaries under special incentive rate financing programs.

Supplemental Servicing Fees: With respect to a Distribution Date, all late fees, prepayment charges and other administrative fees and expenses or similar charges allowed by applicable law with respect to Receivables, collected (from whatever source) on the Receivables held by the Issuing Entity during the related Monthly Period.

Swap Counterparty: Citibank, N.A. will serve 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 Closing Date, among the Swap Counterparty, the Issuing Entity, GMAC, as Servicer, Custodian, and Administrator, the Depositor, the Indenture Trustee, and the Owner Trustee, as amended and supplemented from time to time.

Temporary Notes: The Notes specified in Section 2.3 of the 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 outstanding 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) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last

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day of the immediately preceding 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 the Available Interest and the Available Principal for such Distribution Date and the amount of all cash or other immediately available funds on deposit in the Reserve Account immediately prior to such Distribution Date.

Treasury Regulations: The regulations, including proposed or 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 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 2007-2, a Delaware statutory trust created by the Certificate of Trust and described in the Trust Agreement.

Trust Agreement: The Trust Agreement, dated as of the Closing Date, between the Depositor and the Owner Trustee, as amended and supplemented from time to time.

Trust Estate: All money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of the Indenture for the benefit of the Secured Parties (including, without limitation, all property and interests Granted to the Indenture Trustee), including all proceeds thereof, and the Reserve Account and the Reserve Account Property pledged to the Indenture Trustee pursuant to the Trust Sale and Servicing Agreement.

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 Servicing Agreement: The Trust Sale and Servicing Agreement, dated as of the Closing Date, between the Depositor, the Servicer and the Trust, as amended and supplemented from time to time.

UCC: The Uniform Commercial Code as in effect in the relevant jurisdiction from time to time.

Unaffiliated Certificateholder: Any Certificateholder other than the Depositor or an Affiliate of the Depositor.

Uncertificated Security: Has the meaning given to such term in Section 8-102(a)(18) of the New York UCC.

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Undertaking Letter: The letter in substantially the form set forth in Exhibit C of the Trust Agreement.

Voting Interests: The voting interests in the Certificates, the aggregate strength of which shall be based on the percentage interests in the Issuing Entity represented thereby.

Warranty Payment: With respect to a Distribution Date and to a Warranty Receivable to be repurchased as of the last day of the related Monthly Period, a payment equal to the Amount Financed minus that portion of all payments received from the related Obligor on or prior to the last day of the related Monthly Period allocable to principal and minus any Liquidation Proceeds (to the extent applied to reduce the Principal Balance of such Simple Interest Receivable) previously received with respect to such Simple Interest Receivable.

Warranty Purchaser: The Person described in Section 2.05 of the Trust Sale and Servicing Agreement.

Warranty Receivable: A Receivable that the Warranty Purchaser has become obligated to repurchase pursuant to Section 2.05 of the Trust Sale and Servicing Agreement.

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PART II — RULES OF CONSTRUCTION

	(a)		Accounting Terms. As used in this Appendix or the 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 Basic Documents are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Appendix or the 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 Basic Document will refer to this Appendix or such Basic Document as a whole and not to any particular provision of this Appendix or such Basic Document; and Section, Schedule and Exhibit references contained in this Appendix or any Basic Document are references to Sections, Schedules and Exhibits in or to this Appendix or such 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 Basic Documents has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Appendix or the 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 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)		Reference to a Class of Notes. Unless otherwise specified, references to a Class of Notes includes all the tranches included in such class of Notes.

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APPENDIX B

NOTICE ADDRESSES AND PROCEDURES

All requests, demands, directions, consents, waivers, notices, authorizations and communications provided or permitted under any Basic Document to be made upon, given or furnished to or filed with the Depositor, the Servicer, the Administrator, the Indenture Trustee, the Issuing Entity, the Owner Trustee, the Custodian 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 Depositor, at the following address:

Capital Auto Receivables LLC
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801,

with a copy to:

Manager — Securitization,
GMAC LLC
200 Renaissance Center
12th Floor, MC: 482-B12-C24
Detroit, MI 48265,

(b)

in the case of the Servicer, the Administrator or the Custodian, at the following address:

Director — Global Securitization
GMAC LLC
200 Renaissance Center
12th Floor, MC: 482-B12-C24
Detroit, MI 48265,

	(c)		in the case of the Indenture Trustee, at its Corporate Trust Office, and

	(d)		in the case of the Issuing Entity or the Owner Trustee, to the Owner Trustee at its Corporate Trust Office,

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with a copy to:

Deutsche Bank Trust Company Americas
60 Wall Street, 26^th Floor
Mail Stop: NYC60-2606
New York, NY 10005
Phone: 212-250-2946
Fax: 212-797-8606/8607,

and with a copy to:

Capital Auto Receivables LLC
Attention: Manager — Securitization
200 Renaissance Center
12th Floor, MC: 482-B12-C24
Detroit, MI 48265

The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to the Issuing Entity:

(e)

in the case of Moody’s Investors Service, Inc., to

Moody’s Investors Service, Inc.
ABS Monitoring Department
99 Church Street
New York, NY 10007

(f)

in the case of Standard & Poor’s Ratings Services, to

Standard & Poor’s Ratings Services,
55 Water Street
40th Floor
New York, NY 10041
Attention: Asset Backed Surveillance Department,

(g)

in the case of DBRS Inc., to

DBRS Inc.
55 Broadway
New York, NY 10006,
Attention: Asset-Backed Surveillance, and

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(i)

in the case of the Swap Counterparty, to

Citibank, N.A.
Capital Markets Legal
388 Greenwich Street
17th Floor
New York, NY 10013
Attention: Department Head
Fax: 212-816-5599

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 Basic Document provides for notice to Noteholders or 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 Noteholder or Certificateholder affected by such condition or event, at such Person’s address as it appears on the 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 Noteholders or Certificateholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholders or Certificateholders shall affect the sufficiency of such notice with respect to other Noteholders or 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.

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EX-99.2 6 k18149exv99w2.htm CUSTODIAN AGREEMENT, DATED AS OF AUGUST 23, 2007 exv99w2

EXHIBIT 99.2

CUSTODIAN AGREEMENT

BETWEEN

GMAC LLC,
CUSTODIAN

AND

CAPITAL AUTO RECEIVABLES LLC,
DEPOSITOR

DATED AS OF AUGUST 23, 2007

This CUSTODIAN AGREEMENT, dated as of August 23, 2007, is made between GMAC LLC, a Delaware limited liability company, as custodian (the “Custodian”), and Capital Auto Receivables LLC, a Delaware limited liability company, as depositor (the “Depositor”).

WHEREAS, simultaneously herewith GMAC LLC, as seller (the “Seller”) and the Depositor are entering into a Pooling and Servicing Agreement, dated as of the date hereof (as it may be amended, modified or supplemented from time to time, the “Pooling and Servicing Agreement”), pursuant to which the Seller shall sell, transfer and assign, as of the Closing Date, to the Depositor without recourse all of its right, title and interest in and to the Receivables;

WHEREAS, in connection with such sale, transfer and assignment, the Pooling and Servicing Agreement provides that the Depositor shall simultaneously enter into a custodian agreement pursuant to which the Depositor shall revocably appoint the Custodian as custodian of the Receivable Files pertaining to the Receivables;

WHEREAS, the Pooling and Servicing Agreement contemplates that the Depositor may enter into the Further Transfer and Servicing Agreements with the Issuing Entity, pursuant to which the Depositor shall sell, transfer and assign, as of the Closing Date, with respect to the Receivables, to the Issuing Entity without recourse all of the Depositor’s right, title and interest in and to the Receivables and under the aforementioned custodian agreement;

WHEREAS, in connection with any such sale, transfer and assignment, the Depositor desires for the Custodian to act as custodian of the Receivables for the benefit of the Issuing Entity; and

WHEREAS, after the execution of the Indenture, the Custodian will act on behalf of the Indenture Trustee in connection with its duties as custodian of the Receivables.

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 but not otherwise defined herein shall have the respective meanings assigned to them in Part I of Appendix A to the Trust Sale and Servicing Agreement or in the text of the Trust Sale and Servicing Agreement. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Custodian Agreement. All references herein to Sections and subsections are to sections and subsections of this Custodian Agreement unless otherwise specified.

2. Appointment of Custodian; Acknowledgment of Receipt. Subject to the terms and conditions hereof, the Depositor hereby appoints the Custodian, and the Custodian hereby accepts such appointment, to act as agent of the Depositor as Custodian to maintain custody of the Receivable Files pertaining to the Receivables. The Custodian hereby acknowledges that the Depositor may sell, transfer and assign all of its right, title and interest under this Custodian Agreement to the Issuing Entity pursuant to the Further Transfer and Servicing Agreements. The Custodian hereby agrees, in connection with any such sale, transfer and assignment, to act as Custodian for the benefit of the Issuing Entity with respect to those Receivables of which from time to time the Issuing Entity is the Owner. The Custodian acknowledges that the Issuing

Entity has pledged the Receivables to the Indenture Trustee under the Indenture and agrees to hold the Receivables on behalf of the Issuing Entity and the Indenture Trustee for the benefit of the Secured Parties. In performing its duties hereunder, the Custodian agrees to act with reasonable care, using that degree of skill and attention that the Custodian exercises with respect to files relating to comparable motor vehicle related property that the Custodian services and holds for itself or others. The Custodian hereby acknowledges receipt of the Receivable File for each Receivable listed on the Schedule of Receivables.

3. Maintenance at Office. The Custodian agrees to maintain each Receivable File at one of its branch offices as identified in the list of branch offices attached hereto as Exhibit A or at such other office of the Custodian as shall from time to time be identified to the owner of the related Receivable upon thirty (30) days’ prior written notice or with third party vendors as shall be deemed appropriate by the Custodian.

4. Duties of Custodian.

(a) Safekeeping. The Custodian shall hold each Receivable File described herein on behalf of the Owner of the related Receivable for the use and benefit of the Owner and, if applicable, Interested Parties and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File described herein as shall enable the Depositor and the Issuing Entity to comply with their respective obligations under the Pooling and Servicing Agreement and the other Basic Documents. Each Receivable shall be identified as such on the books and records of the Custodian to the extent the Custodian reasonably determines to be necessary to comply with the terms and conditions of the Pooling and Servicing Agreement and, if applicable, the other Basic Documents. The Custodian shall conduct, or cause to be conducted, periodic physical inspections of the Receivable Files held by it under this Custodian Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuing Entity, the Servicer and the Custodian to verify the accuracy of the Custodian’s inventory and record keeping. The Custodian shall promptly report to the Owner of a Receivable any failure on its part to hold the related Receivable 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 Custodian’s security requirements applicable to its own employees having access to similar records held by the Custodian, the Custodian shall permit the Owner of a Receivable or its duly authorized representatives, attorneys or auditors to inspect the related Receivable File described herein and the related accounts, records and computer systems maintained by the Custodian pursuant hereto at such times as the Owner may reasonably request.

(c) Release of Documents. The Custodian shall release any Receivable (and its related Receivable File) to the Depositor, the Servicer or the Issuing Entity, as appropriate, under the circumstances provided in the Pooling and Servicing Agreement and the other Basic Documents.

(d) Administration; Reports. In general, the Custodian shall attend to all non-discretionary details in connection with maintaining custody of the Receivable Files as

described herein. In addition, the Custodian shall assist the Issuing Entity and the Servicer generally in the preparation of routine reports to the Securityholders, if any, or to regulatory bodies, to the extent necessitated by the Custodian’s custody of the Receivable Files described herein.

(e) Servicing. The 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 Receivables) set forth in the Pooling and Servicing Agreement, the Trust Sale and Servicing Agreement and the Indenture and hereby agrees to maintain the Receivables Files in a manner consistent therewith. The Custodian further agrees to cooperate with the Servicer in the Servicer’s performance of its duties under the Pooling and Servicing Agreement and the Trust Sale and Servicing Agreement.

(f) Regulation AB Compliance. If at any time the Custodian is not also serving as Servicer under the Pooling and Servicing Agreement, the Custodian shall:

(i) deliver to the Servicer on or before March 10 of each year, beginning March 10, 2008, a report, dated as of December 31 of the preceding calendar year, of its assessment of compliance with the Servicing Criteria applicable to it with respect to such calendar year (or, in the case of the first year, since no later than the Closing Date), including disclosure of any material instance of non-compliance identified by the Custodian, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act, and

(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 Servicer on or before March 15 of each year, beginning March 15, 2008, an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, of the assessment of compliance with Servicing Criteria with respect to the prior calendar year (or, in the case of the first year, since no later than the Closing Date).

(iii) the reports under this Section 3(f) shall be delivered on or before April 15 of each calendar year if the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, beginning April 15, 2009.

5. Instructions; Authority to Act. The Custodian shall be deemed to have received proper instructions from the Issuing Entity with respect to the Receivable Files described herein upon its receipt of written instructions signed by an Authorized Officer. A certified copy of a by-law or of a resolution of the appropriate governing body of the Issuing Entity (or, as appropriate, a trustee on behalf of the Issuing Entity) may be received and accepted by the 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 Custodian. The Custodian agrees to indemnify the Depositor, the Issuing Entity and each trustee for any and all liabilities, obligations, losses,

damage, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred or asserted against the Depositor, the Issuing Entity or any such trustee as the result of any act or omission in any way relating to the maintenance and custody by the Custodian of the Receivable Files described herein; provided, however, that the Custodian shall not be liable to the Depositor, the Issuing Entity or any such trustee, respectively, for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Depositor, the Issuing Entity or any such trustee, respectively.

7. Advice of Counsel. The Custodian, the Depositor and, upon execution of the Basic Documents, the Issuing Entity further agree that the 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. Effective Period, Termination and Amendment; Interpretive and Additional Provisions. This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if GMAC LLC resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Further Transfer and Servicing Agreements, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.

9. Governing Law. THIS 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 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 CUSTODIAN AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

10. Notices. All demands, notices and communications upon or to the Custodian or the Depositor under this Custodian Agreement shall be delivered as specified in Appendix B of the Trust Sale and Servicing Agreement.

11. Binding Effect. This Custodian Agreement shall be binding upon and shall inure to the benefit of the Depositor, the Issuing Entity, the Custodian and their respective successors and assigns, including the Issuing Entity.

12. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this 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 or terms of this Custodian Agreement and shall in no way affect the validity or enforceability of the other provisions of this Custodian Agreement.

13. Assignment. Notwithstanding anything to the contrary contained in this Custodian Agreement, this Custodian Agreement may not be assigned by the Custodian without the prior written consent of the Depositor or any Persons to whom the Depositor has assigned its rights hereunder, as applicable.

14. 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.

15. Counterparts. This 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.

16. No Third-Party Beneficiaries. This Custodian Agreement shall inure to the benefit of and be binding upon the parties hereto, the Owners and, to the extent expressly provided herein, the Interested Parties, and their respective successors and permitted assigns. Except as otherwise expressly provided in this Custodian Agreement, no other Person shall have any right or obligation hereunder.

17. Merger and Integration. Except as specifically stated otherwise herein, this 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 Custodian Agreement. This Custodian Agreement may not be modified, amended, waived or supplemented except as provided herein.

* * * * *

IN WITNESS WHEREOF, each of the parties hereto has caused this Custodian Agreement to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written.


GMAC LLC, as Custodian
By:	/s/ Carl J. Vannatter
	Name:	Carl J. Vannatter
	Title:	Director, Global Securitization

CAPITAL AUTO RECEIVABLES LLC, as Depositor
By:	/s/ Pamela M. Surhigh
	Name:	Pamela M. Surhigh
	Title:	Vice President

EXHIBIT A

LIST OF BRANCH OFFICES

EX-99.3 7 k18149exv99w3.htm ADMINISTRATION AGREEMENT, DATED AS OF AUGUST 23, 2007 exv99w3

EXHIBIT 99.3

ADMINISTRATION AGREEMENT

AMONG

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2,
ISSUING ENTITY,

GMAC LLC,
ADMINISTRATOR

AND

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

DATED AS OF AUGUST 23, 2007

ADMINISTRATION AGREEMENT, dated as of August 23, 2007, among CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, a Delaware statutory trust, as issuer (the “Issuing Entity”), GMAC LLC, a Delaware limited liability company, as administrator (the “Administrator”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).

WITNESSETH:

WHEREAS, the Issuing Entity is issuing Notes pursuant to an indenture, dated as of August 23, 2007 (as amended and supplemented from time to time, the “Indenture”), between the Issuing Entity and the Indenture Trustee;

WHEREAS, the Issuing Entity has entered into (or assumed) certain agreements in connection with the issuance of the Notes and the Certificates, including (a) the Trust Sale and Servicing Agreement, (b) the Note Depository Agreement, (c) the Indenture and (d) the Swap Counterparty Rights Agreement;

WHEREAS, pursuant to the Basic Documents, the Issuing Entity and Deutsche Bank Trust Company Delaware, as Owner Trustee, are required to perform certain duties in connection with (a) the Notes and the Collateral and (b) the Certificates;

WHEREAS, the Issuing Entity and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuing Entity and the Owner Trustee referred to in the preceding clause, and to provide such additional services consistent with the terms of this Agreement and the Basic Documents as the Issuing Entity and the Owner Trustee may from time to time request;

WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuing Entity and the Owner Trustee on the terms set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties agree as follows:

1. Certain Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in Part I of Appendix A to the Trust Sale and Servicing Agreement of even date herewith among the Issuing Entity, the Seller and GMAC, as Servicer (as it may be amended, modified or supplemented from time to time, the “Trust Sale and Servicing Agreement”). All references herein to the “Agreement” or “this Agreement” are to this Administration Agreement as it may be amended, modified or supplemented from time to time. All references herein to Sections are to sections of this Agreement unless otherwise specified. The rules of construction set forth in Part II of Appendix A to the Trust Sale and Servicing Agreement shall be applicable to this Agreement.

2. Duties of the Administrator.

(a) Duties with Respect to the Note Depository Agreement and the Indenture.

(i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity 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 Issuing Entity to prepare, file or deliver pursuant to the Indenture, the Swap Counterparty Rights Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture and the Swap Counterparty Rights Agreement, including such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture and the Swap Counterparty Rights Agreement, as applicable):

(A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture);

(B) the duty to cause the Note Register to be kept and to give the 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 Indenture);

(D) 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 Indenture);

(E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture);

(F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture);

(G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(c) of the Indenture);

(H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture);

(I) the obtaining and preservation of the Issuing Entity’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 Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.4 of the Indenture);

(J) 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 Indenture, necessary to protect the Trust Estate (Section 3.5 of the Indenture);

(K) the delivery of the Opinion of Counsel on the Closing Date, in accordance with Section 3.6(a) of the Indenture, the delivery of the Opinion of Counsel on or before March 15 in each calendar year, beginning March 15, 2008 regarding maintenance of security liens and security interests in accordance with Section 3.6(b) of the Indenture, each of which relates to the Trust Estate, and the annual delivery of the Officers’ Certificate and certain other statements, in accordance with Section 3.9 of the Indenture, as to compliance with the Indenture (Sections 3.6(a), 3.6(b) and 3.9 of the Indenture);

(L) the identification to the Indenture Trustee in an Officers’ Certificate of a Person with whom the Issuing Entity has contracted to perform its duties under the Indenture (Section 3.7(b) of the Indenture);

(M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default pursuant to the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Trust Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.7(d) of the Indenture);

(N) the preparation and obtaining of documents and instruments required for the release of the Issuing Entity from its obligations under the Indenture (Sections 3.10 and 3.11 of the Indenture);

(O) the delivery of notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture, each Servicer Default, each default by the Seller under the Trust Sale and Servicing Agreement and each default by the Seller or the Servicer under the Pooling and Servicing Agreement (Section 3.19 of the Indenture);

(P) the monitoring of the Issuing Entity’s obligations as to the satisfaction and discharge of the 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 Indenture);

(Q) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.4 of the Indenture);

(R) the preparation and delivery of notice to the Noteholders and the Swap Counterparty of the resignation or removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.8 of the Indenture);

(S) 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 Indenture);

(T) the furnishing of the Indenture Trustee with the names and addresses of the Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1 of the Indenture);

(U) the preparation, the execution on behalf of the Issuing Entity and the filing with the Securities and Exchange Commission, any applicable state agencies and the 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 Indenture);

(V) the opening of one or more accounts in the Issuing Entity’s name, the preparation of Issuer Orders and Opinions of Counsel 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 Indenture);

(W) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion and Independent Certificates, if necessary, for the release of the Trust Estate as defined in the Indenture (Sections 8.4 and 8.5 of the Indenture);

(X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.1, 9.2 and 9.3 of the Indenture);

(Y) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.6 of the Indenture);

(Z) the notification of the Noteholders and the Rating Agencies of redemption of the Notes or the duty to cause the Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of the Indenture);

(AA) the preparation of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuing Entity to the Indenture Trustee to take any action under the Indenture and delivery thereof to the Indenture Trustee (Section 11.1(a) of the Indenture);

(BB) the preparation and delivery of Officers’ Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.1(b) of the Indenture);

(CC) the notification of the Rating Agencies upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.4 (Section 11.4 of the Indenture);

(DD) the preparation and delivery to the Noteholders, the Indenture Trustee or any Paying Agent of any agreements with any Holder of a Note with respect to alternate payment and notice provisions (Section 11.6 of the Indenture);

(EE) the recording of the Indenture, if applicable (Section 11.15 of the Indenture);

(FF) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any consolidation or merger of the Issuing Entity 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;

(GG) the delivery to the Indenture Trustee of an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that any sale, conveyance, exchange, transfer or disposition of property or assets of the Issuing Entity and related supplemental indenture shall have no material adverse tax consequence to the Swap Counterparty, as required pursuant to Section 2.01(b) of the Swap Counterparty Rights Agreement;

(HH) the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.7(d) of the Indenture in respect of the occurrence of a Servicer Default under the Trust Sale and Servicing Agreement (Section 4.02(b) of the Swap Counterparty Rights Agreement);

(II) the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture, each Servicer Default, each default on the part of the Seller of its obligations under the Trust Sale and Servicing Agreement and each default on the part of GMAC of its obligations under the Pooling and Servicing Agreement (Section 4.02(c) of the Swap Counterparty Rights Agreement);

(JJ) the delivery to the Swap Counterparty, within five (5) 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 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(d) of the Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto (Section 4.02(d) of the Swap Counterparty Rights Agreement);

(KK) the delivery of written notice to the Swap Counterparty at least sixty (60) days prior to the removal of the Administrator without cause pursuant to Section 10(d) of this Agreement (Section 4.10(a) of the Swap Counterparty Rights Agreement);

(LL) the delivery to the Swap Counterparty of a copy of any written notice from the Issuing Entity to the Administrator effecting the immediate removal of the

Administrator pursuant to Section 10(d) of this Agreement (Section 4.10(b) of the Swap Counterparty Rights Agreement);

(MM) the prompt transmittal to the Swap Counterparty of any notice received by the Issuing Entity from the Noteholders to the Swap Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement);

(NN) the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuing Entity pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the Indenture;

(OO) the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.9 of the Indenture (Section 4.13(c) of the Swap Counterparty Rights Agreement); and

(ii) For so long as GMAC is both the Administrator and the Servicer, the Administrator will perform those payment and indemnity obligations of the Servicer under Section 3.01 of the Pooling and Servicing Agreement and Section 6.01 of the Trust Sale and Servicing Agreement in the event that the Servicer fails to perform such obligations.

(b) Additional Duties.

(i) In addition to the duties of the Administrator set forth above, the Administrator shall perform all the duties of the Issuing Entity under the other Basic Documents, including making all calculations and shall prepare for execution by the Issuing Entity or the 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 Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity or the Owner Trustee to take pursuant to the Basic Documents. Subject to Section 7 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(ii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments to a 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 Owner Trustee pursuant to such provision.

(iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.4 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that if the Owner Trustee is notified by the Administrator that the Issuing Entity is deemed to be taxable as a partnership for

federal income tax purposes, the Owner Trustee shall retain responsibility for the distribution to the Certificateholders of the Schedule K-1s necessary to enable each Certificateholder to prepare its federal and state income tax returns.

(iv) The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Issuing Entity payable by the Administrator, a firm of independent public accountants acceptable to the Owner Trustee which shall perform the obligations of the Administrator thereunder.

(v) The Administrator shall perform the duties of the Administrator specified in Section 6.10 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the duties under Section 3.4(c) of the Trust Agreement, required to be performed by the Administrator with respect to amendments to the Basic Documents in the event that the Depositor is no longer the sole Certificateholder.

(vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuing Entity and shall be, in the Administrator’s opinion, no less favorable to the Issuing Entity than would be available from Persons that are not Affiliates of the Administrator.

(vii) The Administrator shall indemnify, defend and hold harmless the Indenture Trustee and the Owner Trustee 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 Indenture Trustee or the Owner Trustee through the negligence, willful misfeasance or bad faith of the Administrator in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Indemnification under this Section 2(b)(vii) shall include reasonable fees and expenses of counsel and expenses of litigation. If the Administrator has made any indemnity payments pursuant to this Section 2(b)(vii) and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts collected to the Administrator, without interest.

(i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless, within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the 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 of or any supplement to the Indenture;

(B) the initiation of any claim or lawsuit by the Issuing Entity and the compromise of any action, claim or lawsuit brought by or against the Issuing Entity;

(D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and

(E) the removal of the Indenture Trustee.

(ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (x) make any payments to the Noteholders under the Basic Documents, (y) sell the Trust Estate pursuant to Section 5.4 of the Indenture or (z) take any other action that the Issuing Entity directs the Administrator not to take on its behalf.

3. Successor Servicer and Administrator. The Issuing Entity shall undertake, as promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 7.02 of the Trust Sale and Servicing Agreement, to enforce the provisions of Sections 7.02, 7.03 and 7.04 of the Trust Sale and Servicing Agreement with respect to the appointment of a successor Servicer. Such successor Servicer shall, upon compliance with Sections 10(e)(ii) and 10(e)(iii), become the successor Administrator hereunder.

4. Records. The 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 Issuing Entity and the Seller at any time during normal business hours.

5. Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Servicer shall pay the Administrator a monthly fee in the amount of $1,500.

6. Additional Information To Be Furnished to the Issuing Entity. The Administrator shall furnish to the Issuing Entity from time to time such additional information regarding the Collateral as the Issuing Entity shall reasonably request.

7. Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuing Entity or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuing Entity, the Administrator shall have no authority to act for or represent the Issuing Entity or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuing Entity or the Owner Trustee.

8. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuing Entity or the 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.

9. Other Activities of Administrator. Nothing herein shall prevent the 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 Issuing Entity, the Owner Trustee or the Indenture Trustee.

10. Term of Agreement; Resignation and Removal of Administrator.

(a) This Agreement shall continue in force until the termination of the Issuing Entity, upon which event this Agreement shall automatically terminate.

(b) Subject to Section 10(e), the Administrator may give notice of its intent to resign its duties hereunder by providing the Issuing Entity with at least sixty (60) days’ prior written notice.

(c) Subject to Section 10(e), the Issuing Entity may remove the Administrator without cause by providing the Administrator with at least sixty (60) days’ prior written notice.

(d) Subject to Section 10(e), at the sole option of the Issuing Entity, the Administrator may be removed immediately upon written notice of termination from the Issuing Entity to the Administrator if any of the following events shall occur:

(i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice from the Issuing Entity of such default, shall not cure such default within ten (10) days (or, if such default cannot be cured in such time, shall not give within ten (10) days such assurance of cure as shall be reasonably satisfactory to the Issuing Entity);

(ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within sixty (60) days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or

(iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.

The Administrator agrees that if any of the events specified in clauses (i), (ii) or (iii) of this Section 10(d) shall occur, it shall give written notice thereof to the Issuing Entity, the Swap Counterparty and the Indenture Trustee within seven (7) days after the happening of such event.

(e) No resignation or removal of the Administrator pursuant to this Section 10 shall be effective until (i) a successor Administrator shall have been appointed by the Issuing Entity, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder, and (iii) the Rating Agency Condition has been satisfied with respect to such proposed appointment.

11. Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to Section 10(a) or the resignation or removal of the Administrator pursuant to Section 10(b) or 10(c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the effective date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 10(a) deliver to the Issuing Entity all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 10(b) or 10(c), respectively, the Administrator shall cooperate with the Issuing Entity and take all reasonable steps requested to assist the Issuing Entity in making an orderly transfer of the duties of the Administrator.

12. Notices. All demands, notices and communications upon or to the Issuing Entity, the Administrator or the Indenture Trustee under this Agreement shall be delivered as specified in Appendix B of the Trust Sale and Servicing Agreement.

13. Amendments.

(a) This Agreement may be amended by the Issuing Entity, the Administrator and the Indenture Trustee, without the consent of any of the 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 in this Agreement or any other Basic Documents, (iii) to add or supplement any provision in this Agreement for the benefit of the Noteholders or the Certificateholders (provided that if any such addition shall affect any class of Noteholders or the Certificateholders differently from any other class of Noteholders or the 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 Noteholders or the Certificateholders) or to surrender any right or power herein conferred upon the Administrator, (iv) to evidence and provide for the appointment of a successor Administrator hereunder and to add to or change any of the provisions of this Agreement as shall be necessary to facilitate such succession, (v) to add to the covenants, restrictions or obligations of the Administrator or (vi) to 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 Noteholders or the Certificateholders.

(b) This Agreement may also be amended from time to time by the Issuing Entity at the direction of the Certificateholders whose Certificates evidence not less than a majority of the

Voting Interests as of the close of the preceding Distribution Date, the Administrator and the Indenture Trustee, with the consent of the 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 Depositor holds any Certificates, the consent of Certificateholders whose 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 13(b) or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Note or Certificate and of any Note or Certificate issued upon the transfer hereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon the Note or Certificate) 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 Noteholders or the Certificateholders; provided, however, that no such amendment shall (i) without the consent of the holder of the affected Note or Certificate, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates, (ii) reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (iii) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (iv) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding.

(c) Prior to the execution of any amendment or consent pursuant to Section 13(a) or (b), the 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 13(a) or (b), the Indenture Trustee shall furnish a copy of such amendment or consent to each of the Interested Parties.

(e) Notwithstanding Sections 13(a) and (b), the Administrator may not amend this Agreement without the consent of the Depositor, which consent shall not be unreasonably withheld.

(f) It shall not be necessary for the consent of the Noteholders or Certificateholders pursuant to Section 13(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 Noteholders or Certificateholders provided for in this Agreement) and of evidencing the authorization of the execution thereof by Noteholders and Certificateholders shall be subject to such reasonable requirements as the Indenture Trustee may prescribe.

(g) Prior to the execution of any amendment to this Agreement, the Indenture 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 13. The Indenture

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.

14. Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuing Entity and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuing Entity or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator or that more than 50% of the voting interests of which is owned, directly or indirectly by, General Motors or GMAC, provided that such successor organization executes and delivers to the Issuing Entity, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of such assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.

15. 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.

16. Headings. The section headings hereof have been inserted for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

17. Separate Counterparts. This 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.

18. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be 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 Securities or the rights of the holders thereof.

19. Not Applicable to GMAC in Other Capacities. Nothing in this Agreement shall affect any obligation GMAC may have in any other capacity.

20. Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee and in no event shall Deutsche Bank Trust Company Delaware have

any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Trust Agreement.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by The Bank of New York Trust Company, N.A., not in its individual capacity but solely in its capacity as 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 Issuing Entity 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 Issuing Entity. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

21. Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

* * * * *

IN WITNESS WHEREOF, the parties 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 2007-2, as Issuing Entity By: DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee on behalf of the Issuing Entity
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 Administrator
By:	/s/ Carl J. Vannatter
	Name:	Carl J. Vannatter
	Title:	Director, Global Securitization

THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee
By:	/s/ Keith R. Richardson
	Name:	Keith R. Richardson
	Title:	Vice President

EX-99.4 8 k18149exv99w4.htm SCHEDULE AND CREDIT SUPPORT ANNEX TO ISDA MASTER AGREEMENT, DATED AS OF AUGUST 23, 2007 exv99w4

EXHIBIT 99.4

SCHEDULE
TO THE
ISDA MASTER AGREEMENT (Multicurrency-Cross Border)
(this “Agreement”)

dated as of August 23, 2007

between

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2
(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.

(i) The statement below that an Event of Default will apply to a specific party means that upon the occurrence of such an Event of Default with respect to such party, the other party shall have the rights of a Non-defaulting Party under Section 6 of this Agreement; conversely, the statement below that such event will not apply to a specific party means that the other party shall not have such rights.

(A) The “Failure to Pay or Deliver” provisions of Section 5(a)(i) will apply to the Counterparty and will apply to the Trust.

(B) The “Breach of Agreement” provisions of Section 5(a)(ii) will apply to the Counterparty and will not apply to the Trust.

(C) The “Credit Support Default” provisions of Section 5(a)(iii) will apply to the Counterparty and will not apply to the Trust except that Section 5(a)(iii)(1) will apply to the Trust solely in respect of the Trust’s obligations under Paragraph 3(b) of the Credit Support Annex; provided, however, that notwithstanding anything to the contrary in Section 5(a)(iii)(1), any failure by the Counterparty to comply with or perform any obligation to be complied with or performed by the Counterparty under the Credit Support Annex shall not constitute an Event of Default under Section 5(a)(iii) unless a “Credit Downgrade” (as described in the Confirmations) has occurred and been continuing for 30 or more days.

(D) The “Misrepresentation” provisions of Section 5(a)(iv) will apply to the Counterparty and will not apply to the Trust.

(E) The “Default under Specified Transaction” provisions of Section 5(a)(v) will not apply to the Counterparty and will not apply to the Trust.

(F) The “Cross Default” provisions of Section 5(a)(vi) will apply to the Counterparty and will not apply to the Trust. For purposes of Section 5(a)(vi), solely with respect to the Counterparty:

Section 5(a)(vi) is hereby amended by adding the following words at the end thereof:

“provided, however, that, notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) above if (A) (I) the default, or other similar event or condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay or deliver caused by an error or omission of an administrative or operational nature, and (II) funds or the asset to be delivered were available to such party to enable it to make the relevant payment or delivery when due and (III) such payment or delivery is made within three (3) Local Business Days following receipt of written notice from an interested party of such failure to pay, or (B) such party was precluded from paying, or was unable to pay, using reasonable means, through the office of the party through which it was acting for purposes of the relevant Specified Indebtedness, by reason of force majeure, act of State, illegality or impossibility.”

“Specified Indebtedness” will have the meaning specified in Section 14, except that such term shall not include obligations in respect of deposits received in the ordinary course of the Counterparty’s banking business.

“Threshold Amount” means with respect to the Counterparty an amount equal to three percent (3%) of the Shareholders’ Equity of the Counterparty or, if applicable, the Eligible Guarantor.

“Shareholders’ Equity” means with respect to an entity, at any time, the sum (as shown in the most recent annual audited financial statements of such entity) of (i) its capital stock (including preferred stock) outstanding, taken at par value, (ii) its capital surplus and (iii) its retained earnings, minus (iv) treasury stock, each to be determined in accordance with generally accepted accounting principles in the country in which the Counterparty is organized.

(G) The “Bankruptcy” provisions of Section 5(a)(vii) will apply to the Counterparty and will apply to the Trust except that in respect of the Trust (A) Section 5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not apply to any assignment, arrangement or composition that is effected by or pursuant to the Basic Documents, (C) Section 5(a)(vii)(4) shall not apply, (D) Section 5(a)(vii)(6) shall not apply to any appointment that is effected by or pursuant to the Basic Documents, or any appointment to which the Trust has not yet become subject, (E) Section 5(a)(vii)(7) shall not apply, (F) Section 5(a)(vii)(8) shall apply only to the extent of any event which has an effect analogous to any of the events specified in clauses (1), (3), (5), or (6) of Section 5(a)(vii), in each case as modified in this Part 1(c)(i)(G) and Section 5(a)(vii)(9) shall not apply.

(H) The “Merger Without Assumption” provisions of Section 5(a)(viii) will apply to the Counterparty and will apply to the Trust.

(ii) 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 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 Indenture or any other sale or liquidation of the Collateral occurs under Article V of the Indenture or (y) there occurs an Indenture “Event of Default” under Section 5.1(e) or (f) of the Indenture.

(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 any Trust 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 Notes and, if any Person other than the Seller or an Affiliate of the Seller holds any 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 (where such consent is required). The procedures for amending the Trust Documents are set forth in Section 9.01 of the Trust Sale and Servicing Agreement, Article IX of the Indenture, Section 7.01 of the Pooling and Servicing Agreement, Section 13 of the Administration Agreement, Article VIII of the Trust Agreement and Section 8 of the Custodian Agreement.

(d) Termination Events. The statement below that a Termination Event will apply to a specific party means that upon the occurrence of such a Termination Event, if such specific party is the Affected Party with respect to a Tax Event, the Burdened Party with respect to a Tax Event Upon Merger (except as noted below) or the non-Affected Party with respect to a Credit Event

Upon Merger, as the case may be, such specific party shall have the right to designate an Early Termination Date in accordance with Section 6 of this Agreement; conversely, the statement below that such an event will not apply to a specific party means that such party shall not have such right; provided, however, with respect to “Illegality” the statement that such event will apply to a specific party means that upon the occurrence of such a Termination Event with respect to such party, either party shall have the right to designate an Early Termination Date in accordance with Section 6 of this Agreement.

(i) The “Illegality” provisions of Section 5(b)(i) will apply to the Counterparty and will apply to the Trust.

(ii) The “Tax Event” provisions of Section 5(b)(ii) will apply to the Counterparty except that, for purposes of the application of Section 5(b)(ii) to the Counterparty, Section 5(b)(ii) is hereby amended by deleting the words “(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)”, and the “Tax Event” provisions of Section 5(b)(ii) will apply to the Trust.

(iii) The “Tax Event Upon Merger” provisions of Section 5(b)(iii) will apply to the Counterparty and will apply to the Trust, provided that the Counterparty shall not be entitled to designate an Early Termination Date by reason of a Tax Event Upon Merger in respect of which it is the Affected Party.

(iv) The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to the Counterparty and will not apply to the Trust.

(e) The “Automatic Early Termination” provision of Section 6(a) will not apply to the Counterparty and will not apply to the Trust.

(f) 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

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 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 unless (x) with respect to a Tax Event Upon Merger, the Rating Agency Condition has been satisfied and (y) with respect to an Illegality and a Tax Event 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:

“Early Termination.

If a Termination Event has occurred and a transfer under Section 6(b)(ii) (other than a transfer with respect to a Tax Event Upon Merger) 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.”

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

(i) Market Quotation will apply, provided, however, that, in the event that the Counterparty is (x) the Affected Party in respect of an Additional Termination Event or a Tax Event Upon Merger or (y) the Defaulting Party in respect of any Event of Default, and GMAC is unable to accede to the rights and obligations of the Counterparty pursuant to the terms of the Triparty Agreement, then the following provisions will apply:

(A) The definition of Market Quotation in Section 14 shall be deleted in its entirety and replaced with the following:

“Market Quotation” means, with respect to one or more Terminated Transactions, a Firm Offer which is (1) made by a Reference Market-maker that is a Substitute Swap Provider, (2) for an amount that would be paid to the Trust (expressed as a negative number) or by the Trust (expressed as a positive number) in consideration of an agreement between the Trust and such Reference Market-maker to enter into a Replacement Transaction, and (3) made on the basis that 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.

(B) The definition of Settlement Amount shall be deleted in its entirety and replaced with the following:

“Settlement Amount” means, with respect to any Early Termination Date, an amount (as determined by the Trust) equal to the Termination Currency Equivalent of the amount (whether positive or negative) of any Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions that is accepted by the Trust so as to become legally binding, provided that:

(a)

if, on or prior to such Early Termination Date, a Market Quotation for the relevant Terminated Transaction or group

of Terminated Transactions is accepted by the Trust so as to become legally binding, the Termination Currency Equivalent of the amount (whether positive or negative) of such Market Quotation;

	(b)		if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by the Trust so as to become legally binding and one or more Market Quotations have been communicated to the Trust and remain capably of becoming legally binding upon acceptance by the Trust, the Termination Currency Equivalent of the amount (whether positive or negative) of the lowest of such Market Quotation;

	(c)		if, on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions is accepted by the Trust so as to become legally binding and no Market Quotations have been communicated to the Trust and remain capable of becoming legally binding upon acceptance by the Trust, the Trust’s Loss (whether positive or negative and without reference to Unpaid Amounts) for the relevant Terminated Transaction or group of Terminated Transactions; and

	(d)		At any time on or before such Early Termination Date at which two or more Market Quotations have been communicated to the Trust and remain capable of becoming legally binding upon acceptance by the Trust, the Trust shall be entitled to accept only the lowest of such Market Quotations (for the avoidance of doubt, (i) a Market Quotation expressed as a negative number is lower than a Market Quotation expressed as a positive number and (ii) the lower of two Market Quotations expressed as negative numbers is the one with the largest absolute value).”

(C) If the Trust requests the Counterparty in writing to obtain Market Quotations, the Counterparty shall use its reasonable efforts to do so before the Early Termination Date.

(D) If the Settlement Amount is a negative number, Section 6(e)(i)(3) shall be deleted in its entirety and replaced with the following:

“(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, (I) the Trust shall pay to the Counterparty an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (II) the Trust shall pay to the Counterparty the Termination Currency Equivalent of the Unpaid Amounts owing to the Counterparty and (III) the Counterparty shall pay to the Trust the Termination Currency Equivalent of the Unpaid Amounts owing to the Trust; provided, however, that (x) the amounts payable under the immediately preceding clauses (II) and (III) shall be subject to netting in accordance with Section 2(c) of this Agreement and (y) notwithstanding any other provision of this Agreement, any amount payable by the Counterparty under the immediately preceding clause (III) shall not be netted-off against any amount payable by the Trust under the immediately preceding clause (I).”

(E) If an amount calculated as being due in respect of an Early Termination Date under Section 6(e) of this Agreement is an amount to be paid by the Trust to the Counterparty then, notwithstanding the provisions of Section 6(d)(ii) of this Agreement, such amount will be payable on the first Distribution Date following the date on which the payment would have been payable as determined in accordance with Section 6(d)(ii); provided that if the date on which the payment would have been payable as determined in accordance with Section 6(d)(ii) is a Distribution Date, then the payment will be payable on the date determined in accordance with Section 6(d)(ii).

(ii) The Second Method will apply.

(iii) 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.

(h) “Termination Currency” means United States Dollars.

(i) Timing of Payments by the Trust upon Early Termination. Notwithstanding anything to the contrary in Section 6(d)(ii), to the extent that all or a portion (in either case, the “Unfunded Amount”) of any amount that is calculated as being due in respect of any Early Termination Date under Section 6(e) from the Trust to the Counterparty will be paid by the Trust from amounts other than any upfront payment paid to the Trust by a Substitute Swap Provider that has entered a Replacement Transaction with the Trust, then such Unfunded Amount shall be due on the next subsequent Distribution Date following the date on which the payment would have been payable as determined in accordance with Section 6(d)(ii), and on any subsequent Distribution Dates until paid in full (or if such Early Termination Date is the final Distribution Date, on such final Distribution Date); provided, however, that if the date on which the payment

would have been payable as determined in accordance with Section 6(d)(ii) is a Distribution Date, such payment will be payable on such Distribution Date.

Part 2. Tax Representations

(a) Tax Representations.

(i) 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.

(ii) Payee Tax Representations.

(A) 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 person” and disregarded as an entity separate from its owner for U.S. federal tax purposes.

(B) 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. Its U.S. taxpayer identification number is 13-5266470. It is “exempt” within the meaning of Treasury Regulation sections 1.6041-3(p) and 1.6049-4(c) from information reporting on Form 1099 and backup withholding.

(b) Tax Provisions.

(i) Gross Up. Section 2(d)(i)(4) shall not apply to the Trust as X, and Section 2(d)(ii) shall not apply to the Trust as Y, in each case such that the Trust shall not be required to pay any additional amounts referred to therein.

(ii) Indemnifiable Tax. The definition of “Indemnifiable Tax” in Section 14 is deleted in its entirety and replaced with the following:

“Indemnifiable Tax” means, in relation to payments by the Counterparty, any Tax and, in relation to payments by the Trust, no Tax.

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:


			Covered by
Party required to			Section 3(d)
deliver document	Form/Document/Certificate	Date by which to be Delivered	Representation
Counterparty and Trust	Certificate or other documents evidencing the authority of the party to enter into this Agreement and the persons acting on behalf of such party.	At or promptly following the execution of this Agreement, and, if a Confirmation so requires it, on or before the date set forth therein.	Yes

Counterparty and Trust	A legal opinion, in the form reasonably acceptable to the other party.	At or promptly following the execution of this Agreement, but in no event shall be later than 10 days after the date hereof.	No


			Covered by
Party required to			Section 3(d)
deliver document	Form/Document/Certificate	Date by which to be Delivered	Representation
Trust	The Trust Sale and Servicing Agreement and all other documents to be executed by the Trust as contemplated thereby.	At or promptly following the execution of this Agreement.	Yes

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 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

(ii) Address for notices or communications to the Counterparty:


		Address:		Capital Markets Legal
				388 Greenwich Street, 17th Floor
				New York, New York 10013
		Attention:		Department Head
		Facsimile No.:		(212) 816-5599

		(For all purposes)

In addition, in the case of 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.

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 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: The guarantor under any guarantee in support of the Counterparty’s obligations under this Agreement.

The Trust: Not applicable.

(g) Credit Support Document. Details of any Credit Support Document:

The Counterparty: The Credit Support Annex entered into between the Counterparty and the Trust in relation to the Counterparty’s obligations under this Agreement, and any Eligible Guarantee.

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 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.

(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.

(k) “Affiliate” will have the meaning specified in Section 14 of this Agreement, provided, however, that the Trust shall be deemed to have no Affiliates for purposes 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 2006 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.

(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.

(d) Single Agreement. Section 1(c) is hereby amended by the adding the words “including, for the avoidance of doubt, the Credit Support Annex” after the words “Master Agreement”.

(e) Local Business Day. The definition of Local Business Day in Section 14 is hereby amended by the addition of the words “or any Credit Support Document” after “Section 2(a)(i)” and the addition of the words “or Credit Support Document” after “Confirmation”.

(f) Transfer. Section 7 is hereby amended by adding the following provision: “provided however, that, (a) the Counterparty consents to the pledge and assignment by the Trust of the Trust’s rights and interests hereunder pursuant to the Indenture and (b) the Rating Agency Condition has been satisfied with respect to each Rating Agency other than Moody’s; 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) the Counterparty delivers an opinion of independent counsel of recognized standing, in form and substance reasonably satisfactory to the Indenture Trustee and the Servicer, 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

(ii) 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).”

If a Substitute Swap Provider has made a Firm Offer (which remains an offer that will become legally binding upon acceptance by the Trust) to be the transferee pursuant to a Permitted Transfer, the Trust shall, at the Counterparty’s written request and at the Counterparty’s expense, take any reasonable steps required to be taken by the Trust to effect such transfer.

(g) 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.

(h) 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 Moody’s, DBRS 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 Notes.

(i) Confirmations. Each Confirmation supplements, forms part of, and will be read and construed as one with this Agreement.

(j) 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 Servicing Agreement, dated as of August 23, 2007, among GMAC, as Servicer, Capital Auto Receivables LLC, as Depositor, and Capital Auto Receivables Asset Trust 2007-2, as Issuing Entity (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 Servicing Agreement, the

Indenture, the Pooling and Servicing Agreement, the Swap Counterparty Rights Agreement, the Administration Agreement, the Trust Agreement and the 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.

(k) 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.

(l) 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 Basic Documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Trust or the Owner Trustee hereunder, the Owner Trustee shall be entitled to the benefits of the terms and provisions of the Trust Agreement.

(m) 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.

(n) No-Petition. The Counterparty hereby agrees that it will not, prior to the date which is one year and one day after all Notes issued by the Trust pursuant to the 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. This provision shall survive termination of this Agreement.

(o) 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.

(p) Limitation of Liability. No party shall be required to pay or be liable to the other party for any consequential, indirect or punitive damages, opportunity costs or lost profits.

(o) Additional Definitions. As used in this Agreement, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:

“Approved Replacement” means, with respect to a Market Quotation, an entity making such Market Quotation, which entity would satisfy conditions (a), (b), (c) and (e) of the definition of Permitted Transfer (as determined by the Trust in its sole discretion, acting in a commercially reasonable manner) if such entity were a Transferee, as defined in the definition of Permitted Transfer.

“Eligible Guarantee” means an unconditional and irrevocable guarantee of all present and future obligations (for the avoidance of doubt, not limited to payment obligations) of the Counterparty or a Substitute Swap Provider to the Counterparty under this Agreement that is provided by an Eligible Guarantor as principal debtor rather than surety and that is directly enforceable by the Trust, and either (A) a law firm has given a legal opinion confirming that none of the guarantor’s payments to the Trust under such guarantee will be subject to Tax collected by withholding or (B) such guarantee provides that, in the event that any of such guarantor’s payments to the Trust are subject to Tax collected by withholding, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by the Trust (free and clear of any Tax collected by withholding) will equal the full amount the Trust would have received had no such withholding been required.

“Eligible Guarantor” means an entity that has credit ratings from Moody’s that would result in a Moody’s Joint Probability (as defined in the Confirmations) of at least “Aa3” and an S&P Joint Probability (as defined in the Confirmations) of at least “AA-.”

“Firm Offer” means (A) with respect to a Substitute Swap Provider, a quotation from such Substitute Swap Provider (i) in an amount equal to the actual amount payable by or to the Trust in consideration of an agreement between the Trust and such Substitute Swap Provider to replace the Counterparty as the counterparty to this Agreement by way of assignment or, if such assignment is not possible, an agreement between the Trust and such Substitute Swap Provider to enter into a Replacement Transaction (assuming that all Transactions hereunder become Terminated Transactions), and (ii) that constitutes an offer by such Substitute Swap Provider to replace the Counterparty as the counterparty to this Agreement or enter a Replacement Transaction that will become legally binding upon such Substitute Swap Provider upon acceptance by the Trust, and (B) with respect to an Eligible Guarantor, an offer by such Eligible Guarantor to provide an Eligible Guarantee that will become legally binding upon such Eligible Guarantor upon acceptance by the offeree.

“Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.

“Permitted Transfer” means a transfer by the Counterparty to a transferee (the “Transferee”) of all, but not less than all, of the Counterparty’s rights, liabilities, duties and obligations under this Agreement, with respect to which transfer each of the following conditions is satisfied: (a) the Transferee is a Substitute Swap Provider that is a recognized dealer in interest rate swaps organized under the laws of the United States of America or a jurisdiction located in the United States of America (or another jurisdiction reasonably acceptable to the Trust), (b) an Event of Default or Termination Event would not occur as a result of such transfer, (c) pursuant to a written instrument (the “Transfer Agreement”), the Transferee acquires and assumes all rights and obligations of the Counterparty under this Agreement and the relevant Transaction, (d) the Trust shall have determined, in its sole discretion, acting in a commercially reasonable manner, that such Transfer Agreement is effective to transfer to the Transferee all, but not less than all, of the Counterparty’s rights and obligations under this Agreement and all relevant Transactions; (e) the Counterparty will be responsible for any costs or expenses incurred in connection with such transfer (including any replacement cost of entering into a replacement transaction); (f) Moody’s has been given prior written notice of such transfer; (g) with respect to S&P, the Rating Agency Condition has been satisfied, and (h) such transfer otherwise complies with the terms of the Basic Documents.

“Rating Agency Condition” means, with respect to any action, the condition that each Rating Agency shall have been given at least ten (10) days prior notice thereof (except that such notice period shall not apply to S&P) and that each of the Rating Agencies shall have notified the Depositor, the Servicer, the Issuing Entity and the Indenture Trustee in writing that such action shall not result in a downgrade or withdrawal of the then current rating of the Notes.

“Replacement Transaction” means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for the Trust 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 been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transactions, as determined by the Trust in its sole discretion, acting in a commercially reasonable manner.

“Substitute Swap Provider” means an entity (A) (i) that is a “financial institution” (a bank, broker/dealer, insurance company, structured investment vehicle, or derivative product company) under S&P’s “Revised Framework For Applying Counterparty And Supporting Party Criteria” published on May 8, 2007, and (ii) that has credit ratings from Moody’s and S&P that would result in a Moody’s Joint Probability (as defined in the Confirmations) of at least “Aa3” and an S&P Joint Probability (as defined in the Confirmations) of at least “AA-” or (iii) the present and future obligations of which entity to the Trust under this Agreement are guaranteed pursuant to an Eligible Guarantee and (B) that has executed an Indemnification and Disclosure Agreement with the Depositor with respect to Item 1115(b) of Regulation AB.

* * * * * *

IN WITNESS WHEREOF, the parties have executed this Schedule by their duly authorized officers as of the date hereof.


		CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

		By:		DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as 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/ Linda Cook

		Name:		Linda Cook
		Title:		Vice President


(Unilateral Form)		(ISDA Agreements Subject to New York Law Only)

ISDA ^®
International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

MASTER AGREEMENT

dated as of August 23, 2007

between


CITIBANK, N.A.	and	CAPITAL AUTO RECEIVABLES ASSET
		TRUST 2007-2

(“Party A”)		(“Party B”)

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

Accordingly, the parties agree as follows:

Paragraph 1. Interpretation

(a)

Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail.

(b)

Secured Party and Pledgor. All references in this Annex to the “Secured Party” will be to either party when acting in that capacity and all corresponding references to the “Pledgor” will be to the other party when acting in that capacity; provided, however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties.

Paragraph 2. Security Interest

Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party.

Paragraph 3. Credit Support Obligations

(a)

Delivery Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledgor’s Minimum Transfer Amount, then the Pledgor will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Delivery Amount” applicable to the Pledgor for any Valuation Date will equal the amount by which:

	(i)		the Credit Support Amount

			exceeds

	(ii)		the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party.

(b)

Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Secured Party’s Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the “Return Amount” applicable to the Secured Party for any Valuation Date will equal the amount by which:

	(i)		the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party

			exceeds

	(ii)		the Credit Support Amount.

“Credit Support Amount” means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor’s Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions

(a)

Conditions Precedent. Each Transfer obligation of the Pledgor under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that:

	(i)		no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and

	(ii)		no Early Termination Date for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party.

(b)

Transfer Timing. Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter.

(c)

Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the case of Paragraph 6(d), following the date of calculation).

(d)

Substitutions.

	(i)		Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledgor may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the “Substitute Credit Support”); and

	(ii)		subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the “Substitution Date”); provided that the Secured Party only will be obligated to Transfer Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support.

Paragraph 5. Dispute Resolution

If a party (a “Disputing Party”) disputes (I) the Valuation Agent’s calculation of a Delivery Amount or a Return Amount or (II) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent and the other party (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (I) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other in an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then:

(i)

In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:

	(A)		utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute;

	(B)		calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent’s original calculations will be used for that Transaction (or Swap Transaction); and

	(C)		utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support.

(ii)

In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support, the Valuation Agent will recalculate the Value as of the date of Transfer pursuant to Paragraph 13.

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer.

Paragraph 6. Holding and Using Posted Collateral

(a)		*Care of Posted Collateral.* Without limiting the Secured Party’s rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto.

(b)		*Eligibility to Hold Posted Collateral; Custodians*.

	(i)		*General.* Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a “Custodian”) to hold Posted Collateral for the Secured Party. Upon notice by the Secured Party to the Pledgor of the appointment of a Custodian, the Pledgor’s obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting.

	(ii)		*Failure to Satisfy Conditions.* If the Secured Party or its Custodian fails to satisfy any conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions.

	(iii)		*Liability.* The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions.

(c)

Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to:

	(i)		sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor; and

	(ii)		register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either.

For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above.

(d) Distributions and Interest Amount.

	(i)		*Distributions*. Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledgor not later than the following Local Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose).

	(ii)		*Interest Amount.* Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledgor at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted under Paragraph 2.

Paragraph 7. Events of Default

For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if:

	(i)		that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party;

	(ii)		that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or

	(iii)		that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party.

Paragraph 8. Certain Rights and Remedies

(a)

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:

(i)

all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;

	(ii)		any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;

	(iii)		the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

	(iv)		the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect.

Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

(b)

Pledgor’s Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the case of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement):

	(i)		the Pledgor may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by the Secured Party;

	(ii)		the Pledgor may exercise any other rights and remedies available to the Pledgor under the terms of Other Posted Support, if any;

	(iii)		the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledgor; and

	(iv)		to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledgor may:

	(A)		Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and

	(B)		to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of any remaining amounts payable by the Pledgor with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledgor.

(c)

Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledgor any proceeds and Posted Credit Support remaining after liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledgor with respect to any Obligations; the Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b).

(d)

Final Returns. When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

Paragraph 9. Representations

Each party represents to the other party (which representations will be deemed to be repeated as of each date on which it, as the Pledgor, Transfers Eligible Collateral) that:

	(i)		it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledgor and has taken all necessary actions to authorize the granting of that security interest and lien;

	(ii)		it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2;

	(iii)		upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledgor involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and

	(iv)		the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2.

Paragraph 10. Expenses

(a)

General. Except as otherwise provided in Paragraphs 10(b) and 10(c), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costs and expenses incurred by the other party in connection herewith.

(b)

Posted Credit Support. The Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Credit Support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under Paragraph 6(c).

(c)

Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledgor in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties.

Paragraph 11. Miscellaneous

(a)

Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obligated to pay the Pledgor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b)

Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount.

(c)

Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledgor or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless that suit, action, proceeding or lien results from the exercise of the Secured Party’s rights under Paragraph 6(c).

(d)

Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(e)

Demands and Notices. All demands and notices made by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13.

(f)

Specifications of Certain Matters. Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 12. Definitions

As used in this Annex:—

“Cash” means the lawful currency of the United States of America.

“Credit Support Amount” has the meaning specified in Paragraph 3.

“Custodian” has the meaning specified in Paragraphs 6(b)(i) and 13.

“Delivery Amount” has the meaning specified in Paragraph 3(a).

“Disputing Party” has the meaning specified in Paragraph 5.

“Distributions” means with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein.

“Eligible Collateral” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“Eligible Credit Support” means Eligible Collateral and Other Eligible Support.

“Exposure” means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of “Market Quotation”).

“Independent Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Interest Amount” means, with respect to an Interest Period, the aggregate sum of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows:

(x) the amount of that Cash on that day; multiplied by

(y) the Interest Rate in effect for that day; divided by

(z) 360.

“Interest Period” means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred.

“Interest Rate” means the rate specified in Paragraph 13.

“Local Business Day", unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex.

“Minimum Transfer Amount” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Notification Time” has the meaning specified in Paragraph 13.

“Obligations” means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13.

“Other Eligible Support” means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13.

“Other Posted Support” means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party.

“Pledgor” means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a).

“Posted Collateral” means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. Any Interest

Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash.

“Posted Credit Support” means Posted Collateral and Other Posted Support.

“Recalculation Date” means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

“Resolution Time” has the meaning specified in Paragraph 13.

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

“Secured Party” means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (ii) holds or is deemed to hold Posted Credit Support.

“Specified Condition” means, with respect to a party, any event specified as such for that party in Paragraph 13.

“Substitute Credit Support” has the meaning specified in Paragraph 4(d)(i).

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

“Threshold” means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

“Transfer” means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledgor or Custodian, as applicable:

	(i)		in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient;

	(ii)		in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient;

	(iii)		in the case of securities that can be paid or delivered by book-entry, the giving of written instructions to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient; and

	(iv)		in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13.

“Valuation Agent” has the meaning specified in Paragraph 13.

“Valuation Date” means each date specified in or otherwise determined pursuant to Paragraph 13.

“Valuation Percentage” means, for any item of Eligible Collateral, the percentage specified in Paragraph 13.

“Valuation Time” has the meaning specified in Paragraph 13.

“Value” means for any Valuation Date or other date for which Value is calculated and subject to Paragraph 5 in the case of a dispute, with respect to:

(i)

Eligible Collateral or Posted Collateral that is:

	(A)		Cash, the amount thereof; and

	(B)		a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any;

	(ii)		Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and

	(iii)		Other Eligible Support and Other Posted Support, as specified in Paragraph 13.

Paragraph 13. Elections and Variables

(a)

Security Interest for “Obligations.” The term “Obligations” as used in this Annex includes no additional obligations with respect to Party A or Party B.

(b)

Credit Support Obligations.

	(i)		“Delivery Amount” has the meaning specified in Paragraph 3(a), except that the words “upon a demand made by the Secured Party on or promptly following a Valuation Date” shall be deleted and replaced by the words “on each Valuation Date.” For the purposes only of calculating the Delivery Amount, the Credit Support Amount shall be equal to the greater of amounts determined pursuant to (1) clause (x) in the definition of the term Credit Support Amount and (2) clause (y) in the definition of the term Credit Support Amount; provided that if only one Rating Agency is rating the Notes at such time, then for the purposes only of calculating the Delivery Amount in such instance, the term Credit Support Amount shall not include any provisions that pertain to the Rating Agency not then rating the Notes.

	(ii)		“Return Amount” has the meaning specified in Paragraph 3(b). For the purposes only of calculating the Return Amount, the Credit Support Amount shall be equal to the greater of amounts determined pursuant to (1) clause (x) in the definition of the term Credit Support Amount and (2) clause (y) in the definition of the term Credit Support Amount; provided that if only one Rating Agency is rating the Notes at such time, then for the purposes only of calculating the Return Amount in such instance, the term Credit Support Amount shall not include any provisions that pertain to the Rating Agency not then rating the Notes.

	(iii)		“Credit Support Amount” means, so long as each Rating Agency is rating the Notes, (x) the amount required under Paragraph 13(o) (as long as an S&P First Trigger Event (as such term is defined in Paragraph 13(n)(viii) below) has occurred and is continuing for 30 days or an S&P Second Trigger Event (as such term is defined in Paragraph 13(n)(viii) below) has occurred and is continuing for ten Local Business Days; or (y) the amount required under Paragraph 13(p) (as long as a Moody’s First Trigger Event or a Moody’s Second Trigger Event, as such terms are defined in Paragraph 13(n)(viii) below has occurred and is continuing for 30 days), in each case as calculated on a daily basis by the Valuation Agent. The Credit Support Amount shall be calculated by reference to the provisions set forth in this Annex which would result in Party A transferring the greatest amount of Eligible Credit Support to Party B.

	(iv)		Eligible Collateral. The following items of collateral will qualify as “Eligible Collateral”:

[Moody’s Percentages are from Table 5C of Moody’s Hedge Framework]


	Valuation			Valuation			Valuation			Valuation
	Percentage for			Percentage for			Percentage for			Percentage for
	Moody’s First			Moody’s Second			S&P First			S&P Second
	Trigger Credit			Trigger Credit			Trigger Credit			Trigger Credit
	Support Amount			Support Amount			Support Amount			Support Amount
(A) U.S. Dollar Cash.		100	%		100	%		100	%		80	%

(B) EURO Cash.		98	%		94	%		95.1	%		76.1

(C) Sterling Cash.		98	%		95	%		96.1	%		76.9

(D) U.S. Treasury Securities: negotiable debt obligations issued by the U.S. Treasury Department (“Treasuries”) having a fixed rate and a remaining maturity of 1 year or less.		100	%		100	%		98.9	%		79.1

(E) Treasuries having a fixed and a remaining maturity of greater than 1 year but not more than 10 years.				99% (1-2 yr)			98.%(1-2yr)			78.4%(1-2yr)
				98% (2-3 yr)			98% (2-3 yr)			78.4% (2-3 yr)
				97% (3-5 yr)			98% (3-5 yr)			78.4% (3-5 yr)
				96% (5-7 yr)			93.7% (5-7 yr)			75.0% (5-7 yr)
		100	%	94% (7-10 yr)			92.6% (7-10 yr)			74.1% (7-10 yr)

(F) Treasuries having a fixed rate and a remaining maturity of greater				90% (10-20 yr)			91.1%(10-20 yr)			72.9% (10-20 yr)
than 10 years.		100	%	88% (>20 yr)			88.6% (> 20 yr)			70.9%(> 20 yr)

(G) Treasuries having a floating rate.		100	%		99	%		98.9	%		79.1	%

(H) Agency Securities: negotiable debt obligations of the Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), Federal Home Loan Banks (FHLB), Federal Farm Credit Banks (FFCB), Student Loan Marketing Association (SLMA), Tennessee Valley Authority (TVA) (collectively, “Agency Securities”) having a fixed rate and a remaining maturity of 1 year or less.		100	%		99	%		98.5	%		78.8

(I) Agency Securities having a fixed rate and a remaining maturity of greater than 1 year but not more than 5 years.				99% (1-2 yr)			98% (1-2 yr)			78.4% (1-2 yr)
				98% (2-3 yr)			98% (2-3 yr)			78.4% (2-3 yr)
		100	%	96% (3-5 yr)			98% (3-5 yr)			78.4% (3-5 yr)

(J) Agency Securities having a fixed rate and a remaining maturity of greater than 5 years but not more than 10 years.				93% (5-7 yr)			92.6% (5-7 yr)			74.1% (5-7 yr)
		100	%	93% (7-10 yr)			92.6% (7-10 yr)			74.1% (7-10 yr)

(K) Agency Securities having fixed rate and a remaining maturity of greater than 10 years but not more than 30 years.				89% (10-20 yr)			87.7% (10-20 yr)			70.2% (10-20yr)
		100	%	87% (>20 yr)			84.4% (>20 yr)			67.5% (>20 yr)

Valuation

Percentage for

Moody’s First

Moody’s Second

S&P First

S&P Second

Trigger Credit

Support Amount

(L) Agency Securities having a floating rate.

100

98.5

78.8

(M) Euro-Zone Government Bonds (Rated Aa3 or Above by Moody’s and AAA or Above by S&P) (“Euro-Zone Bonds”) having a fixed rate and a remaining maturity of 1 year or less.

98.8

(N) Euro-Zone Bonds having a fixed rate and a remaining maturity of greater than 1 year but not more than 5 years.

93% (1-2 yr)

97.9% (1-2 yr)

78.3% (1-2 yr)

92% (2-3 yr)

96.9% (2-3 yr)

77.5% (2-3 yr)

90% (3-5 yr)

95.2% (3-5 yr)

76.2% (3-5 yr)

(O) Euro-Zone Bonds having a fixed rate and a remaining maturity of greater than 5 years but no

89% (5-7 yr)

88.7% (5-7 yr)

71.0% (5-7 yr)

more than 10 years.

88% (7-10 yr)

87.0% (7-10 yr)

69.6% (7-10 yr)

(P) Euro-Zone Bonds having a fixed rate and a remaining maturity of greater

84% (10-20 yr)

than 10 years.

82% (>20 yr)

75.5% (10-20 yr)

60.4% (10-20yr)

(Q) Euro-Zone Bonds having a floating rate.

98.8

(R) Other. Other items of Credit Support approved by each applicable Rating Agency in writing with such Valuation Percentages as determined by each applicable Rating Agency.

% to be determined

	(v)		There shall be no “Other Eligible Support” for Party A for purposes of this Annex.

	(vi)		Thresholds.

	(A)		“Independent Amount” means with respect to Party A: Not Applicable. “Independent Amount” means with respect to Party B: Not Applicable.

	(B)		“Threshold” means with respect to Party A and any Valuation Date, zero, if (1) a Moody’s First Trigger Event or a Moody’s Second Trigger Event has occurred and has been continuing for at least 30 days or (2)(x) an S&P First Trigger Event has occurred and has been continuing for at least 30 days or (y) an S&P Second Trigger Event has occurred and has been continuing for at least ten Local Business Days; otherwise, infinity.

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

	(C)		“Minimum Transfer Amount” means with respect to Party A: $100,000.

			“Minimum Transfer Amount” means with respect to Party B: $100,000.

			Provided however, that the Minimum Transfer Amount with respect to both Party A and Party B shall be reduced to $50,000, if the aggregate outstanding principal amount of the Notes is less than $50,000,000.

	(D)		Rounding. The Delivery Amount will be rounded up and the Return Amount will be rounded down to the nearest integral multiple of $10,000.00, respectively.

(i)

“Valuation Agent” means Party A.

“Valuation Date” means, for purposes of each time that Party A is required to post collateral pursuant to Section 4 of the Confirmations, any Local Business Day.

(iii)

“Valuation Time” means:

			[ ] the close of business in the city of the Valuation Agent on the Valuation Date or date of calculation, as applicable;

			[ X ] the close of business in the city of the Valuation Agent on the Local Business Day before the Valuation Date or date of calculation, as applicable;

provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

(iv)

“Notification Time” means 12:00 p.m. (noon), New York time, on a Local Business Day.

(d)

Conditions Precedent. No event shall constitute a “Specified Condition”.

(e)

Substitution.

	(i)		“Substitution Date” means the Local Business Day in New York on which the Secured Party is able to confirm irrevocable receipt of the Substitute Credit Support, provided that (x) such receipt is confirmed before 3:00 p.m. (New York time) on such Local Business Day in New York and (y) the Secured Party has received, before 1:00 p.m. (New York time) on the immediately preceding Local Business Day in New York, the notice of substitution described in Paragraph 4(d)(i).

	(ii)		Consent. The Pledgor must obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d) and shall give to the Secured Party not less than two (2) Local Business Days’ notice thereof specifying the items of Posted Credit Support intended for substitution.

(f)

Dispute Resolution.

(i)

“Resolution Time” means 1:00 p.m., New York time, on the Local Business Day following the date on which a notice is given that gives rise to a dispute under Paragraph 5.

	(ii)		Value. For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of Posted Credit Support will be calculated as follows: (i) for Cash, the product of (1) the amount of such Cash and (2) the applicable Valuation Percentage, and (ii) for each item of Eligible Collateral (except for Cash), an amount in U.S. dollars equal to the sum of (a) (i) the bid price for such security quoted on such day by a principal market-maker for such security selected in good faith by the Secured Party, multiplied by the applicable Valuation Percentage, or (ii) the most recent publicly available bid price for such security as reported by a quotation service or in a medium selected in good faith and in a commercially reasonable manner by the Secured Party, multiplied by the applicable Valuation Percentage; plus (b) the accrued interest on such Eligible Collateral (except to the extent paid to Party A pursuant to Paragraph 6(d)(ii) or included in the applicable price referred to in clause (a) above) as of such date.

	(iii)		Alternative. The provisions of Paragraph 5 will apply provided the obligation of the appropriate party to deliver the undisputed amount to the other party will not arise prior to the time that would otherwise have applied to the Transfer pursuant to, or deemed made, under Paragraph 3 if no dispute had arisen.

(g)

Holding and Using Posted Collateral.

(i)

Eligibility to Hold Posted Collateral; Custodians. Party B and its Custodian will be entitled to hold Posted Collateral, as applicable, pursuant to Paragraph 6(b); provided that the following conditions applicable to each party are satisfied:

	(A)		Party B, as the Secured Party, is not a Defaulting Party.

	(B)		Party B hereby covenants and agrees that it will, subject to Paragraph 13(n)(xi), cause all Posted Collateral received from the other party to be entered in an Eligible Deposit Account with an Eligible Institution (as such terms are defined in Part I of Appendix A to the Trust Sale and Servicing Agreement) having assets of at least $10 billion, which account shall bear a title indicating the Secured Party’s interest in said account and the Posted Collateral in such account. If otherwise qualified, the Secured Party or its Custodian may act as an Eligible Institution and may move such Eligible Deposit Account from one Eligible Institution to another upon reasonable notice to the Pledgor. The Secured Party or its Custodian shall cause notices or statements concerning the Posted Collateral transferred or delivered by the Pledgor to be sent to the Pledgor on request, which may not be made more frequently than once in each calendar month.

			In the event any Posted Collateral is held in an Eligible Deposit Account with an entity that not longer satisfies the requirements of an Eligible Institution or ceases to meet otherwise the requirements set forth in the first sentence of this Paragraph 13(g)(i)(B) (the “Custodian Ineligibility Event”), Party B hereby covenants and agrees that it will cause all such Posted Collateral to be entered in an Eligible Deposit Account with another entity that meets the requirements of an Eligible Institution and the requirements set forth in the first sentence of this Paragraph 13(g)(i)(B) within 60 days of the occurrence of the Custodian Ineligibility Event.

Initially, the Custodian for Party B is: The Bank of New York Trust Company, N.A., as Indenture Trustee.

(ii)

Use of Posted Collateral. The provisions of Paragraph 6(c) will not apply to Party B.

(h)

Distributions and Interest Amount.

	(i)		The “Interest Rate”, with respect to Posted Collateral in the form of Cash, for any day, will be the rate opposite the caption “Federal funds (effective)” for such day as published by the Federal Reserve Publication H.15 (519) or any successor publication as published by the Board of Governors of the Federal Reserve System.

	(ii)		The “Transfer of Interest Amount” will be made on each Distribution Date (as defined in Part I of Appendix A to the Trust Sale and Servicing Agreement); provided that Party B shall not be obligated to so transfer any Interest Amount unless and until it has earned and received such interest.

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

(i)		*Additional Representations.* None.

(j)		*Other Eligible Support and Other Posted Support.* Not Applicable.

(k)		*Demands and Notices.* All demands, specifications and notices made by a party to this Annex will be made to the following:


		If to Party A:		Citibank N.A.
				Collateral Management Group
				333 West 34^th Street, 2^nd FL
				New York, NY 10001
				Telephone no. (212) 615-8406
				Facsimile no. (212) 994-0727
		If to Party B:		As set forth in the Schedule.

(l)

Addresses for Transfers.


		Party A:		To be provided by Party B in writing in the notice to transfer.

		Party B:		To be provided by Party B in writing in the notice to transfer.

(m)		*Return of Fungible Securities.*

		In lieu of returning to the Pledgor pursuant to Paragraphs 3(b), 4(d), 5 and 8(d) any Posted Collateral comprising securities the Secured Party may return Equivalent Collateral. “Equivalent Collateral” means, with respect to any security constituting Posted Collateral, a security of the same issuer and, as applicable, representing or having the same class, series, maturity, interest rate, principal amount or liquidation value and such other provisions as are necessary for that security and the security constituting Posted Collateral to be treated as equivalent in the market for such securities.

(n)		*Other Provisions.*

	(i)		This Credit Support Annex is a Security Agreement under the New York UCC.

	(ii)		Paragraph 1(b) of this Annex is amended by deleting it and restating it in full as follows:

“(b) Secured Party and Pledgor. All references in this Annex to the “Secured Party” mean Party B, and all references in this Annex to the “Pledgor” mean Party A.”

	(iii)		Paragraph 2 of this Annex is amended by deleting the first sentence thereof and restating that sentence in full as follows:

			“Party A, as the Pledgor, hereby pledges to Party B, as the Secured Party, as security for the Pledgor’s Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder.”

	(iv)		Events of Default.

			Paragraph 7 shall be deleted and replaced in its entirety by the following paragraph:

			“For the purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party if that party fails (or fails to cause its Custodian) to make, when due, any Transfer of Posted Credit Support or the Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after the notice of that failure is given to that party, except that (A) if such failure would constitute an Additional Termination Event under another provision of this Agreement and (B) no more than 30 days have elapsed since the last time that neither a Moody’s First Trigger Event nor a Moody’s Second Trigger Event has occurred and was continuing, then such failure shall be an Additional Termination Event and not an Event of Default”.

	(v)		Only Party A makes the representations contained in Paragraph 9 of this Annex.

	(vi)		Costs of Transfer. Notwithstanding Paragraph 10, Party A will be responsible for, and will reimburse Party B for, all transfer and other taxes and other costs involved in the transfer of Eligible Credit Support either from Party A to Party B or from Party B to Party A and in maintaining Eligible Credit Support.

	(vii)		Paragraph 12 of this Annex is amended by deleting the definitions of “Pledgor” and “Secured Party” and replacing them with the following:”

			“ ‘Secured Party’ means Party B. ‘Pledgor’ means Party A.”

	(viii)		Paragraph 12 is hereby amended by adding, in alphabetical order, the following:

			“Moody’s” means Moody’s Investors Service, Inc., or any successor to the rating business of such entity.”

			“Moody’s First Trigger Event” means that the Moody’s Joint Probability (as defined in the Confirmations) is reduced below “Aa3” and no Substitute Swap Provider or Eligible Guarantee has been obtained or other credit arrangements have been entered into to assure performance by Party A of its obligations under the Agreement.

			“Moody’s Second Trigger Event” means that the Moody’s Joint Probability (as defined in the Confirmations) is reduced below “A3” and no Substitute Swap Provider or Eligible Guarantee has been obtained or other credit arrangements have been entered into to assure performance by Party A of its obligations under the Agreement.

			“S&P” means Standard and Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor to the rating business of such entity.

			“S&P First Trigger Event” means that the S&P Joint Probability (as defined in the Confirmations) is reduced below “AA-” and no Substitute Swap Provider or Eligible Guarantee has been obtained or other credit arrangements have been entered into to assure performance by Party A of its obligations under the Agreement.

			“S&P Second Trigger Event” means that the S&P Joint Probability (as defined in the Confirmations) is reduced below “A-” and no Substitute Swap Provider or Eligible Guarantee has been obtained or other credit arrangements have been entered into to assure performance by Party A of its obligations under the Agreement.

	(ix)		The obligations of Party A, as Pledgor hereunder, to post Eligible Collateral for the benefit of Party B will only become effective if (1) an S&P First Trigger Event or an S&P Second Trigger Event has occurred and is continuing with respect to Party A and Party A has not satisfied the requirements of Section 4 of the relevant Confirmation within 30 days of the occurrence of such S&P First Trigger Event or within ten Local Business Days of the occurrence of such S&P Second Trigger Event, as applicable, or (2) a Moody’s First Trigger Event or Moody’s Second Trigger Event has occurred and is continuing with respect to Party A and Party A has not satisfied the requirements of Section 4 of the relevant Confirmation within 30 days of the occurrence of such Moody’s First Trigger Event or Moody’s Second Trigger Event.

	(x)		Security and Performance

			Eligible Collateral Transferred to the Secured Party constitutes security and performance assurance without which the Secured Party would not otherwise enter into and continue any and all Transactions.

	(xi)		Holding Collateral

			The Secured Party shall cause any Custodian appointed hereunder to open and maintain a segregated account and to hold, record and identify all the Posted Collateral in such segregated account and, subject to Paragraph 8(a), such Posted Collateral shall at all times be and remain the property of the Pledgor and shall at no time constitute the property of, or be commingled with the property of, the Secured Party or the Custodian.

	(xii)		Calculation of Value.

(A) For purposes of the calculation of “Value”, the term “applicable Valuation Percentage” shall mean (i) as long as a Moody’s First Trigger Event has occurred and is continuing for 30 days the valuation percentage set forth for the applicable collateral item in Paragraph 13(b)(iv) under the heading “Valuation Percentage for Moody’s First Trigger Credit Support Amount” (“Moody’s First Trigger Valuation Percentage”); (ii) as long as a Moody’s Second Trigger Event has occurred and is continuing for 30 days the valuation percentage set forth for the applicable collateral item in Paragraph 13(b)(iv) under the heading “Valuation Percentage for Moody’s Second Trigger Credit Support Amount” (“Moody’s Second Trigger Valuation Percentage”); (iii) as long as an S&P First Trigger Event has occurred and is continuing for 30 days the valuation percentage set forth for the applicable collateral item in Paragraph 13(b)(iv) under the heading “Valuation Percentage for S&P First Trigger Credit Support Amount” (“S&P First Trigger Valuation Percentage”) and (iv) as long as an S&P Second Trigger Event has occurred and is continuing for ten Local Business Days the valuation percentage set forth for the applicable collateral item in Paragraph 13(b)(iv) under the heading “Valuation Percentage for S&P Second Trigger Credit Support Amount” (“S&P Second Trigger Valuation Percentage”).

(B) Clause (i)(A) of the definition of “Value” is hereby amended by adding the words “multiplied by the applicable Valuation Percentage” after the words “the amount thereof” and before the semicolon.

	(xiii)		Execution Copies of Credit Support Annex.

			Execution copies of the Credit Support Annex to which this Paragraph 13 is attached or otherwise relates have been prepared using a copy or other reproduction of the official version of the 1994 ISDA Credit Support Annex (ISDA Agreements Subject to New York Law Only) Copyright ^© 1994 published by the International Swaps & Derivatives Association, Inc. (the “Official Version”). In the event of any inconsistency between such execution copies (which comprise paragraph 1 through paragraph 12 of the Credit Support Annex) and the Official Version, the Official Version shall prevail as though the names of Party A and Party B appeared thereon, together with the signatures of their respective authorized signatories and the date of this Credit Support Annex.

	(o)		*S&P Credit Support Amount.* The “Credit Support Amount” shall mean with respect to Party A, so long as S&P rates the Notes, on a Valuation Date, the greater of the S&P First Trigger Credit Support Amount and the S&P Second Trigger Credit Support Amount.

			*“S&P First Trigger Credit Support Amount”* means, for any Valuation Date, the excess, if any, of:

(I) (A) for any Valuation Date on which an S&P First Trigger Event has occurred and has been continuing for at least 30 days, an amount equal to the Secured Party’s Exposure, or

(B)

for any other Valuation Date, zero, over

(II) the Threshold for Party A for such Valuation Date.

“S&P Second Trigger Credit Support Amount” means, for any Valuation Date, the excess, if any, of:

(I)

(A) for any Valuation Date on which an S&P Second Trigger Event has occurred and has been continuing for at least ten Local Business Days, an amount equal to 125% of the Secured Party’s Exposure; or

(B)

for any other Valuation Date, zero; over

(II)

The Threshold for Party A for such Valuation Date.

(p) Moody’s Credit Support Amount. The “Credit Support Amount” shall mean with respect to Party A, so long as Moody’s rates the Notes, on a Valuation Date, the greater of the Moody’s First Trigger Credit Support Amount and the Moody’s Second Trigger Credit Support Amount.

“Moody’s First Trigger Credit Support Amount” means, for any Valuation Date, the excess, if any, of

(I)

(A) for any Valuation Date on which a Moody’s First Trigger Event has occurred and has been continuing for at least 30 days, an amount equal to the greater of (a) zero and (b) the sum of Party B’s aggregate Exposure for all Transactions and the aggregate of Moody’s Additional Collateralized Amounts for each Transaction.

For the purposes of this definition, the “Moody’s Additional Collateralized Amount” with respect to any Transaction shall mean the product of the applicable Moody’s First Trigger Factor set forth in Table A and the Notional Amount for such Transaction for the Calculation Period which includes such Valuation Date; or

(B)

for any other Valuation Date, zero, over

(II)

the Threshold for Party A for such Valuation Date.

“Moody’s Second Trigger Credit Support Amount” means, for any Valuation Date, the excess, if any, of

	(III)		(A) for any Valuation Date on which a Moody’s Second Trigger Event has occurred and has been continuing for at least 30 days, an amount equal to the greatest of (a) zero, (b) the aggregate amount of the Next Payments for all Next Payment Dates and (c) the sum of Party B’s aggregate Exposure and the aggregate of Moody’s Additional Collateralized Amounts for each Transaction.

			For the purposes of this definition, the “Moody’s Additional Collateralized Amount” with respect to any Transaction shall mean:

			if such Transaction is not a Transaction-Specific Hedge,

			the product of the applicable Moody’s Second Trigger Factor set forth in Table B and the Notional Amount for such Transaction for the Calculation Period which includes such Valuation Date; or

			if such Transaction is a Transaction-Specific Hedge,

			the product of the applicable Moody’s Second Trigger Factor set forth in Table C and the Notional Amount for such Transaction for the Calculation Period which includes such Valuation Date; or

(B)

for any other Valuation Date, zero, over

(IV)

the Threshold for Party A for such Valuation Date.

			“Next Payment” means, in respect of each Next Payment Date, the greater of (i) the amount of any payments due to be made by Party A under Section 2(a) on such Next Payment Date less any payments due to be made by Party B under Section 2(a) on such Next Payment Date (in each case, after giving effect to any applicable netting under Section 2(c)) and (ii) zero.

			“Next Payment Date” means each date on which the next scheduled payment under any Transaction is due to be paid.

			“Transaction-Specific Hedge” means any Transaction that is a cap, floor, swaption, or interest rate swap, or a Transaction in respect of which (x) the notional amount of the swap is balance guaranteed or (y) the notional amount of the Transaction for any Calculation Period otherwise is not a specific dollar amount that is fixed at the inception of the Transaction.

TABLE A [Source: Table 4A-2 of Moody’s Hedge Framework]


		Moody’s First Trigger Factors for
Remaining Weighted Average Life of Hedge in Years		single currency hedges
1 year or less		0.15%
Greater than 1 year but not more than 2 years		0.30%
Greater than 2 years but not more than 3 years		0.40%
Greater than 3 years but not more than 4 years		0.60%
Greater than 4 years but not more than 5 years		0.70%
Greater than 5 years but not more than 6 years		0.80%
Greater than 6 years but not more than 7 years		1.00%
Greater than 7 years but not more than 8 years		1.10%
Greater than 8 years but not more than 9 years		1.20%
Greater than 9 years but not more than 10 years		1.30%
Greater than 10 years but not more than 11 years		1.40%
Greater than 11 years but not more than 12 years		1.50%
Greater than 12 years but not more than 13 years		1.60%
Greater than 13 years but not more than 14 years		1.70%
Greater than 14 years but not more than 15 years		1.80%
Greater than 15 years but not more than 16 years		1.90%
Greater than 16 years but not more than 17 years		2.00%
Greater than 17 years but not more than 18 years		2.00%
Greater than 18 years but not more than 19 years		2.00%
Greater than 19 years but not more than 20 years		2.00%
Greater than 20 years but not more than 21 years		2.00%
Greater than 21 years but not more than 22 years		2.00%
Greater than 22 years but not more than 23 years		2.00%
Greater than 23 years but not more than 24 years		2.00%
Greater than 24 years but not more than 25 years		2.00%
Greater than 25 years but not more than 26 years		2.00%
Greater than 26 years but not more than 27 years		2.00%
Greater than 27 years but not more than 28 years		2.00%
Greater than 28 years but not more than 29 years		2.00%
30 years or more		2.00%

TABLE B [Source: Table 4B-2 of Moody’s Hedge Framework]


		Moody’s Second Trigger Factors for
		single currency hedges that are not
Remaining Weighted Average Life of Hedge in Years		Transaction-Specific Hedges
1 year or less		0.50%
Greater than 1 year but not more than 2 years		1.00%
Greater than 2 years but not more than 3 years		1.50%
Greater than 3 years but not more than 4 years		1.90%
Greater than 4 years but not more than 5 years		2.40%
Greater than 5 years but not more than 6 years		2.80%
Greater than 6 years but not more than 7 years		3.20%
Greater than 7 years but not more than 8 years		3.60%
Greater than 8 years but not more than 9 years		4.00%
Greater than 9 years but not more than 10 years		4.40%
Greater than 10 years but not more than 11 years		4.70%
Greater than 11 years but not more than 12 years		5.00%


		Moody’s Second Trigger Factors for
		single currency hedges that are not
Remaining Weighted Average Life of Hedge in Years		Transaction-Specific Hedges
Greater than 12 years but not more than 13 years		5.40%
Greater than 13 years but not more than 14 years		5.70%
Greater than 14 years but not more than 15 years		6.00%
Greater than 15 years but not more than 16 years		6.30%
Greater than 16 years but not more than 17 years		6.60%
Greater than 17 years but not more than 18 years		6.90%
Greater than 18 years but not more than 19 years		7.20%
Greater than 19 years but not more than 20 years		7.50%
Greater than 20 years but not more than 21 years		7.80%
Greater than 21 years but not more than 22 years		8.00%
Greater than 22 years but not more than 23 years		8.00%
Greater than 23 years but not more than 24 years		8.00%
Greater than 24 years but not more than 25 years		8.00%
Greater than 25 years but not more than 26 years		8.00%
Greater than 26 years but not more than 27 years		8.00%
Greater than 27 years but not more than 28 years		8.00%
Greater than 28 years but not more than 29 years		8.00%
30 years or more		8.00%

TABLE C [Source: Table 4B-3 of Moody’s Hedge Framework]


		Moody’s Second Trigger Factors for
		single currency hedges that are
Remaining Weighted Average Life of Hedge in Years		Transaction-Specific Hedges
1 year or less		0.65%
Greater than 1 year but not more than 2 years		1.30%
Greater than 2 years but not more than 3 years		1.90%
Greater than 3 years but not more than 4 years		2.50%
Greater than 4 years but not more than 5 years		3.10%
Greater than 5 years but not more than 6 years		3.60%
Greater than 6 years but not more than 7 years		4.20%
Greater than 7 years but not more than 8 years		4.70%
Greater than 8 years but not more than 9 years		5.20%
Greater than 9 years but not more than 10 years		5.70%
Greater than 10 years but not more than 11 years		6.10%
Greater than 11 years but not more than 12 years		6.50%
Greater than 12 years but not more than 13 years		7.00%
Greater than 13 years but not more than 14 years		7.40%
Greater than 14 years but not more than 15 years		7.80%
Greater than 15 years but not more than 16 years		8.20%
Greater than 16 years but not more than 17 years		8.60%
Greater than 17 years but not more than 18 years		9.00%
Greater than 18 years but not more than 19 years		9.40%
Greater than 19 years but not more than 20 years		9.70%
Greater than 20 years but not more than 21 years		10.00%
Greater than 21 years but not more than 22 years		10.00%
Greater than 22 years but not more than 23 years		10.00%
Greater than 23 years but not more than 24 years		10.00%


		Moody’s Second Trigger Factors for
		single currency hedges that are
Remaining Weighted Average Life of Hedge in Years		Transaction-Specific Hedges
Greater than 24 years but not more than 25 years		10.00%
Greater than 25 years but not more than 26 years		10.00%
Greater than 26 years but not more than 27 years		10.00%
Greater than 27 years but not more than 28 years		10.00%
Greater than 28 years but not more than 29 years		10.00%
30 years or more		10.00%

Accepted and agreed:

CITIBANK, N.A.

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2

By: DEUTSCHE BANK TRUST COMPANY DELAWARE,
not in its individual capacity but solely as Owner Trustee

By:

/S/ Linda Cook

By:

/S/ Jenna Kaufman

Name: Linda Cook

Name: Jenna Kaufman

Title: Vice President

Title: Attorney-in-fact

Date:

By:

/S/Aranka R. Paul

Name: Aranka R. Paul

Title: Attorney-in-fact

Date:

EX-99.5 9 k18149exv99w5.htm CONFIRMATION OF THE PRIMARY SWAP RELATING TO THE CLASS A-PT NOTES, DATED AS OF AUGUST 23, 2007 exv99w5

EXHIBIT 99.5

August 23, 2007

Citibank, N.A.
Confirmations Unit
333 West 34^th, 2^nd Floor
New York, NY 10001, USA
Tel: (212) 615-8981
Fax: (212) 615-8985

RE: Confirmation of Primary Swap Relating to the Class A-PT Notes

Transaction Reference Number: M074712

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 2007-2 (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 2006 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 August 23, 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 Class A-PT Floating Rate Asset Backed Notes (the “Notes” or “Reference Notes”) issued by the Trust for value pursuant to and subject to the 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: $1,500,000,000.00 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: August 15, 2007.

		Effective Date: August 23, 2007.

		Termination Date: The earlier of the close of business on (i) the Final Scheduled Distribution Date, and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero, subject to adjustment in accordance with the 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 September 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: 5.265%.

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 28 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.

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 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 Indenture.

4.		Credit Downgrade: In the event that the Joint Probability is reduced below “AA-” in the case of S&P or “Aa3” in the case of Moody’s, 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 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 acceptable to the Trust, such acceptance to be deemed to exist unless the Indenture Trustee provides a reasonable 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-” and a Moody’s Joint Probability of at least “Aa3,” 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 Moody’s and S&P; or

(2) post collateral pursuant to the ISDA Credit Support Annex (“CSA”) hereto (which is not subject to the Rating Agency Condition), obtain an Eligible Guarantee; or

(3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction.

Notwithstanding the foregoing, in the event that the Joint Probability is reduced below “A-” in the case of S&P, or “A3” in the case of Moody’s, 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 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 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-” and a Moody’s Joint Probability of at least “Aa3,” except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder.

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 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of the reduction (unless, within thirty (30) days 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.

Account Details:

Payments to Fixed Rate Payer:

ABA No.: [On file]
For credit to GLA: [On file]
For final credit to: [On file]
Ref: [On file]
Attn:

Payments to Floating Rate Payer:

ABA : [On file]
Account Number: [On file]
SWIFT Code: [On file]
Transaction Ref.:

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 Servicing 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 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, 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 Trust 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 Trust Document relating to such capitalized term occurs with the prior written consent of the Counterparty.

* * * *

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 2007-2

		By:
				DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee

		By: Name:		/S/ Jenna Kaufman Jenna Kaufman
		Title:		Attorney-in-fact

		By: Name:		/S/ Aranka R. Paul Aranka R. Paul
		Title:		Attorney-in-fact


Accepted and confirmed as of the date first written above:

CITIBANK, N.A.

By: Name:		/S/ Frank A. Liciardello Frank A. Liciardelllo
Title:		Authorized Signatory

Acknowledged and agreed as of the date first written above:

GMAC LLC, solely as Calculation Agent

By: Name:		/S/ K. R. Rice K. R. Rice
Title:		Senior Manager - U.S. Securitization

Primary Confirmation Class A-PT Notes

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.

“Depositor”: Capital Auto Receivables LLC, which has executed the Trust Sale and Servicing Agreement as the Seller, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Servicing Agreement.

“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 September 15, 2007.

“Indenture”: the Indenture, dated as of the date hereof between the Trust and the Indenture Trustee, as amended and supplemented from time to time in accordance with its terms.

“Indenture Trustee”: The Bank of New York Trust Company, N.A., not in its individual capacity but solely as trustee under the Indenture, or any successor trustee under the Indenture.

“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 Screen LIBOR01 Page 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 the Reuters Screen LIBOR01 Page (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 Indenture Trustee after consultation with the Depositor), 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, Class A-1b Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4a Notes, Class A-4b Notes, Class B Notes, Class C Notes and Class D Notes issued by the Trust.

“Period End Date”: means the Fixed Rate Payer Period End Date or the Floating Rate Payer Period End Date.

“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

Exh. A-1

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 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, $1,500,000,000.00 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes.

“Trust Sale and Servicing Agreement”: the Trust Sale and Servicing Agreement, dated as of the date hereof among the Depositor, GMAC LLC, as Servicer, and the Trust, as amended, modified and supplemented from time to time in accordance with its terms.

Exh. 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-PT Floating Rate Asset Backed Notes.

“Joint Probability”: “Joint Probability”: the Moody’s Joint Probability or the S&P Joint Probability, as applicable.

“Moody’s”: Moody’s Investors Service, Inc. and its successors.

“Moody’s Joint Probability”: means the joint probability determined by Moody’s of the long term likelihood of payment under this interest rate swap transaction determined by locating the intersection of the long term unsecured debt ratings of the Primary Party and the Contingent Party on the table below headed “Implied Joint Support Rating for Medium Correlation Case” (except that, for any pairing other than the initial Primary Party with the initial Contingent Party, the table below to be used shall be the table headed “Implied Joint Support Rating for Low Correlation Case” or the table headed “Implied Joint Support Rating for High Correlation Case” if so specified by Moody’s within five days after Moody’s has received notice of a potential pairing of a Primary Party with a Contingent Party).

IMPLIED JOINT SUPPORT RATING FOR HIGH CORRELATION CASE

Rating of the Lower Rated Party

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Exh. B-1

IMPLIED JOINT SUPPORT RATING FOR MEDIUM CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

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Aa2

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IMPLIED JOINT SUPPORT RATING FOR LOW CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

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Aa2

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Exh. B-2

Notwithstanding the foregoing, 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 Agreement, then the term “Moody’s Joint Probability” shall refer to the Offsetting Counterparty’s long term senior unsecured credit rating assigned by Moody’s (and, for avoidance of doubt, the obligations of the Counterparty specified in Section 4 of this Confirmation shall constitute obligations of the Offsetting Counterparty).

“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, Moody’s and S&P.

“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 rate swap transaction determined by locating the intersection of the Primary Party’s long term senior unsecured debt rating and the Contingent Party’s long term senior unsecured debt rating in the table below headed “Medium Correlation Reference Table” (except that, for any pairing other than the initial Primary Party with the initial Contingent Party, the table below to be used shall be the table headed “Low Correlation Reference Table” or the table headed “High Correlation Reference Table” if so specified by S&P within five days after S&P has received notice of a potential pairing of a Primary Party with a Contingent Party).

IMPLIED JOINT SUPPORT RATING

High Correlation Reference Table

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Exh. B-3

Medium Correlation Reference Table

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Low Correlation Reference Table

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BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Exh. B-1

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 A+ 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 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 10 k18149exv99w6.htm CONFIRMATION OF THE PRIMARY SWAP RELATING TO THE CLASS A-2B NOTES, DATED AS OF AUGUST 23, 2007 exv99w6

EXHIBIT 99.6

August 23, 2007

Citibank, N.A.
Confirmations Unit
333 West 34^th, 2^nd 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: M074717

Dear Ladies and Gentlemen:

1.		The definitions and provisions contained in the 2006 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 August 23, 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 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 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: $340,000,000.00 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: August 15, 2007.

		Effective Date: August 23, 2007.

		Termination Date: The earlier of the close of business on (i) the Final Scheduled Distribution Date, and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero, subject to adjustment in accordance with the Following Business Day Convention.

		Fixed Amounts:

Fixed Rate Payer: The Trust.

Fixed Rate: 5.214%.

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 23 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 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 Indenture.

4.		Credit Downgrade: In the event that the Joint Probability is reduced below “AA-” in the case of S&P or “Aa3” in the case of Moody’s, 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 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:

(2) post collateral pursuant to the ISDA Credit Support Annex (“CSA”) hereto (which is not subject to the Rating Agency Condition), obtain an Eligible Guarantee; or

(3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction.

		Notwithstanding the foregoing, in the event that the Joint Probability is reduced below “A-” in the case of S&P, or “A3” in the case of Moody’s, 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 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 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-” and a Moody’s Joint Probability of at least “Aa3,” except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder.

		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 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of the reduction (unless, within thirty (30) days 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:

ABA No.: [On file]
For credit to GLA: [On file]
For final credit to: [On file]
Ref: CARAT 2007-2
Attn:

Payments to Floating Rate Payer:

ABA : [On file]
Account Number: [On file]
SWIFT Code: [On file]
Transaction Ref.:

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 Servicing 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 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, 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 Trust 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 Trust Document relating to such capitalized term occurs with the prior written consent of the Counterparty.

* * * *

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 2007-2

		By:	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual capacity but solely as Owner Trustee

		By Name:	/S/ Jenna Kaufman Jenna Kaufman
		Title:	Attorney-in-fact

		By: Name:	/S/ Aranka R. Paul Aranka R. Paul
		Title:	Attorney-in-fact

Accepted and confirmed as of the date first written above:

CITIBANK, N.A.

By: Name:	/S/ Frank A. Luciardello Frank A. Luciardello
Title:	Authorized Signatory

Acknowledged and agreed as of the date first written above:

GMAC LLC, solely as Calculation Agent

By: Name:	/S/ K. R. Rice K. R. Rice
Title:	Senior Manager — U.S. Securitization

Primary Confirmation Class A-2b Notes

EXHIBIT A

The following terms shall have the following meanings in this Confirmation:

“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.

“Indenture”: the Indenture, dated as of the date hereof between the Trust and the Indenture Trustee, as amended and supplemented from time to time in accordance with its terms.

“Indenture Trustee”: The Bank of New York Trust Company, N.A., not in its individual capacity but solely as trustee under the Indenture, or any successor trustee under the Indenture.

“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-PT, Class A-1a Notes, Class A-1b Notes, Class A-2a Notes, Class A-3 Notes, Class A-4a Notes, Class A-4b Notes, Class B Notes, Class C Notes and Class D Notes issued by the Trust.

“Period End Date”: means the Fixed Rate Payer Period End Date or the Floating Rate Payer Period End Date.

Exh. A-1

“Reference Note Balance”: as of the Effective Date, $340,000,000.00 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes.

Exh. 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.

“Joint Probability”: “Joint Probability”: the Moody’s Joint Probability or the S&P Joint Probability, as applicable.

“Moody’s”: Moody’s Investors Service, Inc. and its successors.

IMPLIED JOINT SUPPORT RATING FOR HIGH CORRELATION CASE

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa1

Aa3

Aaa

Aa1

Aa2

Aaa

Aa1

Aa2

Aa3

Aaa

Aa1

Aa2

Aa3

Aaa

Aa1

Aa2

Aa3

Baa1

Aaa

Aa1

Aa2

Aa3

Baa2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Exh. B-1

IMPLIED JOINT SUPPORT RATING FOR MEDIUM CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa1

Aa3

Aaa

Aa1

Aaa

Aa1

Aaa

Aa1

Aa2

Aaa

Aa1

Aa2

Aa3

Baa1

Aaa

Aa1

Aa2

Aa3

Baa2

Aaa

Aa1

Aa2

Aa3

Baa3

Aaa

Aa1

Aa2

Aa3

Baa2

Ba1

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

IMPLIED JOINT SUPPORT RATING FOR LOW CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa3

Aaa

Aa1

Aaa

Aa1

Aa2

Baa1

Aaa

Aa1

Aa3

Baa2

Aaa

Aa1

Aa3

Baa3

Aaa

Aa1

Aa3

Baa1

Ba1

Aaa

Aa1

Aa2

Baa1

Baa3

Ba2

Aaa

Aa1

Aa2

Baa2

Baa3

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa2

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Exh. B-2

“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, Moody’s and S&P.

“S&P”: Standard & Poor’s Ratings Services and its successors.

IMPLIED JOINT SUPPORT RATING

High Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Exh. B-3

Medium Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Low Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

A+

A-

BBB+

BBB

AAA

AA+

AA-

A-

BBB+

BBB

BBB-

AAA

AA+

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Exh. B-1

“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 11 k18149exv99w7.htm CONFIRMATION OF THE PRIMARY SWAP RELATING TO THE CLASS A-3 NOTES, DATED AS OF AUGUST 23, 2007 exv99w7

EXHIBIT 99.7

August 23, 2007

Citibank, N.A.
Confirmations Unit
333 West 34^th, 2^nd Floor
New York, NY 10001, USA
Tel: (212) 615-8981
Fax: (212) 615-8985

RE: Confirmation of Primary Swap Relating to the Class A-3 Notes

Transaction Reference Number: M074718

Dear Ladies and Gentlemen:

1.		The definitions and provisions contained in the 2006 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 August 23, 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 Class A-3 Floating Rate Asset Backed Notes (the “Notes” or “Reference Notes”) issued by the Trust for value pursuant to and subject to the 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: $380,000,000.00 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: August 15, 2007.

		Effective Date: August 23, 2007.

		Termination Date: The earlier of the close of business on (i) the Final Scheduled Distribution Date, and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero, subject to adjustment in accordance with the Following Business Day Convention.

		Fixed Amounts:

Fixed Rate Payer: The Trust.

Fixed Rate: 5.218%.

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 30 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 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 Indenture.

4.		Credit Downgrade: In the event that the Joint Probability is reduced below “AA-” in the case of S&P or “Aa3” in the case of Moody’s, 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 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:

(2) post collateral pursuant to the ISDA Credit Support Annex (“CSA”) hereto (which is not subject to the Rating Agency Condition), obtain an Eligible Guarantee; or

(3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction.

		Notwithstanding the foregoing, in the event that the Joint Probability is reduced below “A-” in the case of S&P, or “A3” in the case of Moody’s, 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 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 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-” and a Moody’s Joint Probability of at least “Aa3,” except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder.

		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 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of the reduction (unless, within thirty (30) days 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:

ABA No.: [On file]
For credit to GLA: [On file]
For final credit to: [On file]
Ref: CARAT 2007-2
Attn:

Payments to Floating Rate Payer:

ABA : [On file]
Account Number: [On file]
SWIFT Code: [On file]
Transaction Ref.:

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 Servicing 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 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, 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 Trust 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 Trust Document relating to such capitalized term occurs with the prior written consent of the Counterparty.

* * * *

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 2007-2

		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


Accepted and confirmed as
of the date first written above:

CITIBANK, N.A.

By:		/S/ Frank A. Liciardello

Name:		Frank A. Liciardello
Title:		Authorized Signatory

Acknowledged and agreed as
of the date first written above:

GMAC LLC, solely as Calculation Agent

By:		/S/ K.R. Rice

Name:		K.R. Rice
Title:		Senior Manager — U.S. Securitization

Senior Manager — U.S. Securitization

Primary Confirmation Class A-3 Notes

EXHIBIT A

The following terms shall have the following meanings in this Confirmation:

“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.

“Indenture”: the Indenture, dated as of the date hereof between the Trust and the Indenture Trustee, as amended and supplemented from time to time in accordance with its terms.

“Indenture Trustee”: The Bank of New York Trust Company, N.A., not in its individual capacity but solely as trustee under the Indenture, or any successor trustee under the Indenture.

“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-PT, Class A-1a Notes, Class A-1b Notes, Class A-2a Notes, Class A-2b Notes, Class A-4a Notes, Class A-4b Notes, Class B Notes, Class C Notes and Class D Notes issued by the Trust.

“Period End Date”: means the Fixed Rate Payer Period End Date or the Floating Rate Payer Period End Date.

Exh. A-1

“Reference Note Balance”: as of the Effective Date, $380,000,000.00 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes.

Exh. 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-3 Floating Rate Asset Backed Notes.

“Joint Probability”: “Joint Probability”: the Moody’s Joint Probability or the S&P Joint Probability, as applicable.

“Moody’s”: Moody’s Investors Service, Inc. and its successors.

IMPLIED JOINT SUPPORT RATING FOR HIGH CORRELATION CASE

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa1

Aa3

Aaa

Aa1

Aa2

Aaa

Aa1

Aa2

Aa3

Aaa

Aa1

Aa2

Aa3

Aaa

Aa1

Aa2

Aa3

Baa1

Aaa

Aa1

Aa2

Aa3

Baa2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Exh. B-1

IMPLIED JOINT SUPPORT RATING FOR MEDIUM CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa1

Aa3

Aaa

Aa1

Aaa

Aa1

Aaa

Aa1

Aa2

Aaa

Aa1

Aa2

Aa3

Baa1

Aaa

Aa1

Aa2

Aa3

Baa2

Aaa

Aa1

Aa2

Aa3

Baa3

Aaa

Aa1

Aa2

Aa3

Baa2

Ba1

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

IMPLIED JOINT SUPPORT RATING FOR LOW CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa3

Aaa

Aa1

Aaa

Aa1

Aa2

Baa1

Aaa

Aa1

Aa3

Baa2

Aaa

Aa1

Aa3

Baa3

Aaa

Aa1

Aa3

Baa1

Ba1

Aaa

Aa1

Aa2

Baa1

Baa3

Ba2

Aaa

Aa1

Aa2

Baa2

Baa3

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa2

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Exh. B-2

“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, Moody’s and S&P.

"S&P”: Standard & Poor’s Ratings Services and its successors.

IMPLIED JOINT SUPPORT RATING

High Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Exh. B-3

Medium Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Low Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

A+

A-

BBB+

BBB

AAA

AA+

AA-

A-

BBB+

BBB

BBB-

AAA

AA+

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Exh. B-1

“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 12 k18149exv99w8.htm CONFIRMATION OF THE PRIMARY SWAP RELATING TO THE CLASS A-4B NOTES, DATED AS OF AUGUST 23, 2007 exv99w8

EXHIBIT 99.8

August 23, 2007

Citibank, N.A.
Confirmations Unit
333 West 34^th, 2^nd Floor
New York, NY 10001, USA
Tel: (212) 615-8981
Fax: (212) 615-8985

RE: Confirmation of Primary Swap Relating to the Class A-4b Notes

Transaction Reference Number: M074710

Dear Ladies and Gentlemen:

1.		The definitions and provisions contained in the 2006 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 August 23, 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 Class A-4b Floating Rate Asset Backed Notes (the “Notes” or “Reference Notes”) issued by the Trust for value pursuant to and subject to the 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: $60,000,000.00 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: August 15, 2007.

		Effective Date: August 23, 2007.

		Termination Date: The earlier of the close of business on (i) the Final Scheduled Distribution Date, and (ii) the Fixed Rate Payer Payment Date on which the Notional Amount is reduced to zero, subject to adjustment in accordance with the Following Business Day Convention.

		Fixed Amounts:

Fixed Rate Payer: The Trust.

Fixed Rate: 5.396%.

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 40 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 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 Indenture.

4.		Credit Downgrade: In the event that the Joint Probability is reduced below “AA-” in the case of S&P or “Aa3” in the case of Moody’s, 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 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:

(2) post collateral pursuant to the ISDA Credit Support Annex (“CSA”) hereto (which is not subject to the Rating Agency Condition), obtain an Eligible Guarantee; or

(3) enter into such other credit support arrangements to assure performance by the Counterparty of its obligations under this Transaction.

		Notwithstanding the foregoing, in the event that the Joint Probability is reduced below “A-” in the case of S&P, or “A3” in the case of Moody’s, 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 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 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-” and a Moody’s Joint Probability of at least “Aa3,” except that such Substitute Swap Provider shall thenceforth be the “Counterparty” hereunder.

		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 Noteholders, within ten (10) Business Days following the date of expiry of the thirty (30) day period after the date of the reduction (unless, within thirty (30) days 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:

ABA No.: [On file]
For credit to GLA: [On file]
For final credit to: [On file]
Ref: CARAT 2007-2
Attn:

Payments to Floating Rate Payer:

ABA : [On file]
Account Number: [On file]
SWIFT Code: [On file]
Transaction Ref.:

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 Servicing 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.

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 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, 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.

To the extent that a capitalized term in this Transaction is defined by reference to a related definition contained in any Trust 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 Trust Document relating to such capitalized term occurs with the prior written consent of the Counterparty.

* * * *

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 2007-2

		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


Accepted and confirmed as
of the date first written above:

CITIBANK, N.A.

By:		/S/ Frank A. Liciardello

Name:		Frank A. Liciardello
Title:		Authorized Signatory

Acknowledged and agreed as of the date first written above:

GMAC LLC, solely as Calculation Agent

By:		/S/ K. R. Rice

Name:		K. R. Rice
Title:		Senior Manager — U.S. Securitization

Senior Manager — U.S. Securitization

Primary Confirmation Class A-4B Notes

EXHIBIT A

The following terms shall have the following meanings in this Confirmation:

“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.

“Indenture”: the Indenture, dated as of the date hereof between the Trust and the Indenture Trustee, as amended and supplemented from time to time in accordance with its terms.

“Indenture Trustee”: The Bank of New York Trust Company, N.A., not in its individual capacity but solely as trustee under the Indenture, or any successor trustee under the Indenture.

“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-PT, Class A-1a Notes, Class A-1b Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4a Notes, Class B Notes, Class C Notes and Class D Notes issued by the Trust.

“Period End Date”: means the Fixed Rate Payer Period End Date or the Floating Rate Payer Period End Date.

Exh. A-1

“Reference Note Balance”: as of the Effective Date, $60,000,000.00 and, with respect to each Distribution Date thereafter, the aggregate principal balance of any and all outstanding Reference Notes.

Exh. 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-4b Floating Rate Asset Backed Notes.

“Joint Probability”: “Joint Probability”: the Moody’s Joint Probability or the S&P Joint Probability, as applicable.

“Moody’s”: Moody’s Investors Service, Inc. and its successors.

IMPLIED JOINT SUPPORT RATING FOR HIGH CORRELATION CASE

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa1

Aa3

Aaa

Aa1

Aa2

Aaa

Aa1

Aa2

Aa3

Aaa

Aa1

Aa2

Aa3

Aaa

Aa1

Aa2

Aa3

Baa1

Aaa

Aa1

Aa2

Aa3

Baa2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Exh. B-1

IMPLIED JOINT SUPPORT RATING FOR MEDIUM CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa1

Aa3

Aaa

Aa1

Aaa

Aa1

Aaa

Aa1

Aa2

Aaa

Aa1

Aa2

Aa3

Baa1

Aaa

Aa1

Aa2

Aa3

Baa2

Aaa

Aa1

Aa2

Aa3

Baa3

Aaa

Aa1

Aa2

Aa3

Baa2

Ba1

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

IMPLIED JOINT SUPPORT RATING FOR LOW CORRELATION CASE

Rating of the Higher Rated Party

Rating of the Lower Rated Party

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aaa

Aa2

Aaa

Aa3

Aaa

Aa1

Aaa

Aa1

Aa2

Baa1

Aaa

Aa1

Aa3

Baa2

Aaa

Aa1

Aa3

Baa3

Aaa

Aa1

Aa3

Baa1

Ba1

Aaa

Aa1

Aa2

Baa1

Baa3

Ba2

Aaa

Aa1

Aa2

Baa2

Baa3

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa2

Baa3

Ba1

Ba2

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Ba1

Ba2

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa3

Ba1

Ba3

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Aaa

Aa1

Aa2

Aa3

Baa1

Baa2

Baa3

Ba1

Ba2

Ba3

Caa

Exh. B-2

“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, Moody’s and S&P.

"S&P”: Standard & Poor’s Ratings Services and its successors.

IMPLIED JOINT SUPPORT RATING

High Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Exh. B-3

Medium Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Low Correlation Reference Table

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AAA

AA+

AAA

AA+

AA-

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

AAA

AA+

AA-

A+

A-

AAA

AA+

AA-

A+

A-

BBB+

AAA

AA+

A+

A-

BBB+

BBB

AAA

AA+

AA-

A-

BBB+

BBB

BBB-

AAA

AA+

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B-

CCC+

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

AAA

AA+

AA-

A+

A-

BBB+

BBB

BBB-

BB+

BB-

B+

B-

CCC+

CCC

CCC-

Exh. B-1

“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 13 k18149exv99w9.htm SWAP COUNTERPARTY RIGHTS AGREEMENT, DATED AS OF AUGUST 23, 2007 exv99w9

EXHIBIT 99.9

SWAP COUNTERPARTY RIGHTS AGREEMENT

AMONG

CITIBANK, N.A.,
AS SWAP COUNTERPARTY

CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2
AS ISSUING ENTITY

GMAC LLC,
AS SERVICER, CUSTODIAN, AND ADMINISTRATOR

CAPITAL AUTO RECEIVABLES LLC,
AS DEPOSITOR

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

AND

DEUTSCHE BANK TRUST COMPANY DELAWARE,
AS OWNER TRUSTEE

DATED AS OF AUGUST 23, 2007

TABLE OF CONTENTS


ARTICLE I DEFINITIONS			1

Section 1.01 Definitions			1

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

Section 2.01 Consolidation or Merger; Sale or Disposition of Assets or Property			1
Section 2.02 Payment to Noteholders or Certificateholders			2

ARTICLE III AMENDMENTS TO TRANSACTION DOCUMENTS			2

Section 3.01 Amendments to the Trust Sale and Servicing Agreement			2
Section 3.02 Amendments to Trust Agreement			2
Section 3.03 Amendments to Administration Agreement			2
Section 3.04 Amendments to Custodian Agreement			3
Section 3.05 Supplemental Indentures			3

ARTICLE IV DELIVERY OF NOTICES AND REPORTS			3

Section 4.01 Notices of Replacement of Indenture Trustee.			3
Section 4.02 Notices of Events of Default, Enforcement and Termination			3
Section 4.03 Notices of Amendment of the Custodian Agreement			4
Section 4.04 Notices of Amendment of the Administration Agreement			4
Section 4.05 Notices of Supplemental Indentures			5
Section 4.06 Notices of Amendment of the Trust Agreement			5
Section 4.07 Notices of Amendment of the Trust Sale and Servicing Agreement			5
Section 4.08 Notices of Release of Property			5
Section 4.09 Notices of Release of Collateral.			5
Section 4.10 Notices of Removal of Administrator			5
Section 4.11 Notices of Assignment of the Trust Sale and Servicing Agreement			5
Section 4.12 Notices Generally			5
Section 4.13 Delivery of Reports			6

ARTICLE V MISCELLANEOUS			6

Section 5.01 Notices			6
Section 5.02 GOVERNING LAW			6
Section 5.03 Binding Effect			7
Section 5.04 Replacement of the Swap Counterparty			7
Section 5.05 Rights under other Basic Documents			7
Section 5.06 Severability of Provisions			7
Section 5.07 Assignment			7
Section 5.08 Amendments			7
Section 5.09 Headings			7
Section 5.10 Counterparts			7


Section 5.11 Limitation of Liability			7
Section 5.12 Termination			8

THIS SWAP COUNTERPARTY RIGHTS AGREEMENT, dated as of August 23, 2007 (this “Agreement”), is among CITIBANK, N.A., as Swap Counterparty (the “Primary Swap Counterparty”), CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2, a Delaware statutory trust (the “Trust” or the “Issuing Entity”), GMAC LLC, a Delaware limited liability company, as Servicer, Custodian, and Administrator (“GMAC”), CAPITAL AUTO RECEIVABLES LLC, a Delaware limited liability company, as Depositor (“CARI”), THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), and DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”).

WHEREAS, as of the date hereof, the Trust has entered into the Interest Rate Swaps 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 Servicing Agreement dated as of the date hereof, among GMAC, as Servicer, CARI, as Depositor, and the Trust, as Issuing Entity, as it may be amended, supplemented or modified from time to time (the “Trust Sale and Servicing Agreement”), and all references herein to Articles and Sections are to Articles or Sections of other Basic Documents unless otherwise specified. The rules of construction set forth in Part II of Appendix A to the Trust Sale and Servicing Agreement shall be applicable to this Agreement.

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

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

(a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, 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 Indenture or the other Basic Documents, the Issuing Entity shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the Trust Estate, to any

Person, unless the Issuing Entity shall have delivered to the Indenture Trustee and the Primary Swap Counterparty an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, 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 the Trust, the Indenture Trustee or any other Person under any Basic Document shall make any payment or distribution to any Noteholder or Certificateholder out of the funds in the 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 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 4.06(c)(ii) and (iii) and 8.01(b) of the Trust Sale and Servicing 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 the Trust Sale and Servicing Agreement. The Trust Sale and Servicing Agreement may be amended, modified or supplemented from time to time by the Depositor, the Servicer and the Owner Trustee in the manner specified by Section 9.01(b) of the Trust Sale and Servicing 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, modification or supplement will, as evidenced by a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

Section 3.02 Amendments to Trust Agreement. The Trust Agreement may be amended, modified or supplemented from time to time by the Depositor and the Owner Trustee in the manner specified by Section 8.2 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 a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

Section 3.03 Amendments to Administration Agreement. The Administration Agreement may be amended, modified or supplemented from time to time pursuant to Section 13 of the Administration Agreement; provided, however, that no amendment, modification or supplement will be effected pursuant to Section 13 of the Administration Agreement 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 a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

Section 3.04 Amendments to Custodian Agreement. The Custodian Agreement may be amended, modified or supplemented pursuant to Section 8 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 a Materiality Opinion, have no material adverse effect on the interests of the Primary Swap Counterparty.

Section 3.05 Supplemental Indentures. No supplemental indenture shall be entered into under Section 9.1(b) or 9.2 of the Indenture unless either (A) the Primary Swap Counterparty consents in writing to such supplemental indenture or (B) such supplemental indenture will, as evidenced by a Materiality Opinion, 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 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 Indenture.

(b) A successor Indenture Trustee shall deliver to the Primary Swap Counterparty a copy of any acceptance under Section 6.8(c) of the Indenture.

Section 4.02 Notices of Events of Default, Enforcement and Termination.

(a) The Paying Agent shall give the Primary Swap Counterparty notice of any default by the Issuing Entity (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes.

(b) The Issuing Entity shall deliver to the Primary Swap Counterparty a copy of any notice it shall deliver pursuant to Section 3.7(d) of the Indenture in respect of the occurrence of a Servicer Default under the Trust Sale and Servicing Agreement.

(c) The Issuing Entity shall give the Primary Swap Counterparty prompt written notice of each Event of Default under the Indenture, each Servicer Default, each default on the part of the Depositor of its obligations under the Trust Sale and Servicing Agreement and each default on the part of GMAC of its obligations under the Pooling and Servicing Agreement.

(d) The Issuing Entity 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 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(d) of the Indenture, its status and what action the Issuing Entity is taking or proposes to take with respect thereto.

(e) If an Event of Default should occur and be continuing under the Indenture, and the Indenture Trustee or the requisite percentage of the Holders of the Notes declare all of the Notes immediately due and payable pursuant to Section 5.2(a) of the Indenture, then the Indenture Trustee shall give prompt written notice thereof to the Primary Swap Counterparty.

(f) The Indenture Trustee shall promptly give to the Primary Swap Counterparty written notice of any waiver pursuant to Section 5.12 of the Indenture.

(g) The 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 Indenture, with respect to the exercise of the Indenture Trustee’s powers to compel performance or enforce the obligations of the parties under the Basic Documents.

(h) The Indenture Trustee shall mail to the Primary Swap Counterparty any notice of Default which the Indenture Trustee mails to Noteholders pursuant to Section 6.5 of the Indenture.

(i) 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 7.01 of the Trust Sale and Servicing Agreement.

(j) Notice of any termination of the Trust shall be given by the Servicer to the Primary Swap Counterparty as soon as practicable after the Servicer has received notice thereof.

Section 4.03 Notices of Amendment of the Custodian Agreement. Promptly after the execution of an amendment to, or consent under, the 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 Amendment of the Administration Agreement. Promptly after the execution of an amendment to, or consent under, the Administration Agreement, the Administrator shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty.

Section 4.05 Notices of Supplemental Indentures. Promptly after the execution of an indenture supplemental to, or consent under, the Indenture, the 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 the Trust Agreement. Promptly after the execution of an amendment to, or consent under, the Trust Agreement, the 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 of the Trust Sale and Servicing Agreement. Promptly after the execution of an amendment to, or consent under, the Trust Sale and Servicing Agreement, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to the Primary Swap Counterparty.

Section 4.08 Notices of Release of Property. The 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 Indenture.

Section 4.09 Notices of Release of Collateral. The Indenture Trustee shall provide copies to the Primary Swap Counterparty of any document received by it pursuant to Section 2.9 of the Indenture with respect to the release of Collateral.

Section 4.10 Notices of Removal of Administrator.

(a) Subject to Section 10(e) of the Administration Agreement, the Issuing Entity may remove the Administrator without cause pursuant to Section 10(c) of the Administration Agreement by providing the Administrator and the Primary Swap Counterparty with at least 60 days’ prior written notice.

(b) The Issuing Entity shall provide to the Primary Swap Counterparty a copy of any written notice from the Issuing Entity to the Administrator effecting the immediate removal of the Administrator pursuant to Section 10(d) of the Administration Agreement.

Section 4.11 Notices of Assignment of the Trust Sale and Servicing Agreement. The Depositor shall provide to the Primary Swap Counterparty notice of any assignment of the Trust Sale and Servicing Agreement made pursuant to Section 9.06 thereof.

Section 4.12 Notices Generally. The Issuing Entity shall promptly transmit any notice received by it from the Noteholders to the Primary Swap Counterparty. The Indenture Trustee

shall likewise promptly transmit any notice received by it from the Noteholders to the Primary Swap Counterparty.

Section 4.13 Delivery of Reports.

(a) A copy of any report delivered by the Indenture Trustee pursuant to Section 7.4(a) of the Indenture shall, at the time of its mailing to Noteholders, be sent by the Indenture Trustee to the Primary Swap Counterparty.

(b) The Servicer shall cause the firm delivering the Report of Assessment of Compliance with Servicing Criteria pursuant to Section 4.02(a) of the Trust Sale and Servicing Agreement, to deliver a copy thereof to the Primary Swap Counterparty.

(c) The Issuing Entity shall deliver to the Primary Swap Counterparty a copy of the Annual Statement of Compliance required by Section 3.9 of the Indenture.

(d) On each Determination Date, the Servicer shall deliver to the Primary Swap Counterparty a copy of the Servicer’s Accounting required by Section 3.10 of the Pooling and Servicing Agreement.

(e) The Servicer shall deliver to the Primary Swap Counterparty, promptly after the execution and delivery of the Trust Sale and Servicing 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 Swaps, 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 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.

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 the Issuing Entity.

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 Basic Documents. 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 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 Trust, the Indenture Trustee, the Owner Trustee, GMAC, and CARI, 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 in its individual capacity but solely as Owner Trustee of the Issuing Entity, 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 Issuing Entity 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 Issuing Entity and (c) under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the payment of any indebtedness or expenses of the Issuing Entity or the Owner Trustee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuing Entity or the Owner Trustee under this Agreement or the other Basic Documents. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuing Entity or the Owner Trustee hereunder, Deutsche Bank Trust Company Delaware shall be entitled to the benefits of the terms and provisions of the Trust Agreement.

Section 5.12 Termination. This Agreement shall terminate upon termination of the last Interest Rate Swap with the Primary Swap Counterparty.

* * * *

IN WITNESS WHEREOF, the parties hereto have caused this Primary 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 2007-2
	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

	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

	CITIBANK, N.A.
	By:	/S/ William J. Kloehn
	Name: William J. Kloehn
	Title: Managing Director

Swap CP Rights Agmt CARAT 2007-2


	THE BANK OF NEW YORK TRUST COMPANY, N. A., not in its individual capacity, but solely as Indenture Trustee
	By:	/S/ Keith R. Richardson
	Name: Keith R. Richardson
		Title: Vice President

	GMAC LLC
	By:	/S/ Carl J. Vannatter
	Name: Carl J. Vannatter
		Title: Director - Global Securitization

	CAPITAL AUTO RECEIVABLES LLC
	By:	/S/ Pamela M. Surhigh
	Name: Pamela M. Surhigh
	Title: Vice President

Swap CP Rights Agmt CARAT 2007-2

EX-99.10 14 k18149exv99w10.htm TRIPARTY CONTINGENT ASSIGNMENT AGREEMENT, DATED AS OF AUGUST 23, 2007 exv99w10

EXHIBIT 99.10

TRIPARTY CONTINGENT ASSIGNMENT AGREEMENT dated as of August 23, 2007 (the “Agreement”), among Capital Auto Receivables Asset Trust 2007-2 (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-PT, Class A-1b Notes, Class A-2b Notes, Class A-3 Notes and Class A-4b 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 August 23, 2007.

“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.

“Depositor” means the Person executing the Trust Sale and Servicing Agreement as the Depositor, or its successor in interest pursuant to Section 3.03 of the Trust Sale and Servicing Agreement.

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 such reduction (unless, within such thirty (30) day period, each applicable Rating Agency has reconfirmed the rating of the Notes that was in effect immediately prior to such reduction with respect to such “Credit Downgrade” event), or (d) if the Trust receives a notice from the Primary Swap Counterparty pursuant to the provisions of Section 2.04 herein, provided, however, that in all events under clauses (a) through (d) GMAC (i) is rated at least “AA-” by S&P and “Aa3” by Moody’s, or (ii) with the posting of collateral or provision of other appropriate credit support, is rated at least “A-” by S&P and “A3” by Moody’s.

“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-PT, Class A-1b Notes, Class A-2b Notes, Class A-3 Notes and Class A-4b 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.

“Joint Probability” has the meaning given in the Primary Confirmation.

“Moody’s” means Moody’s Investors Service and any successor.

“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-PT, Class A-1b Notes, Class A-2b Notes, Class A-3 Notes and Class A-4b 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 and Moody’s 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 and Aa3 in the case of Moody’s, in each case so long as the Notes are rated by such Person.

“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”.

“Servicer” means GMAC or its successor as servicer pursuant to the Trust Sale and Servicing Agreement.

“S&P” means Standard and Poor’s Ratings Service and any successor.

“Trust Sale and Servicing Agreement” means the Trust Sale and Servicing Agreement, dated as of date hereof, among the Depositor, the Servicer and the Trust, as amended and supplemented from time to time.

“Unpaid Amount” 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 Servicing Agreement. The rules of construction specified in Part II of such Appendix A shall apply to this Agreement.

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 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 the applicable credit downgrade provisions under each such Primary Swap Transaction and 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 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 Amount 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 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 “Aa3” by Moody’s.

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 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.

(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

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 2007-2 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.

* * * * * *

IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized officers as of the date hereof.


	CAPITAL AUTO RECEIVABLES ASSET TRUST 2007-2
	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/ Carl J. Vannatter
	Name:	Carl J. Vannatter
	Title:	Director - Global Securitization

	CITIBANK, N.A.
	By:	/s/ William J. Kloehn
	Name:	William J. Kloehn
	Title:	Managing Director

Triparty Agmt CARAT 2007-2

-----END PRIVACY-ENHANCED MESSAGE-----


Delaware	333-105077-09	Applied for

(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer Identification
Incorporation)	Number)	Number)


Item 9.01.		Exhibits

Exhibit 4.1		Indenture between Capital Auto Receivables Asset Trust 2007-2 and the Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of August 23, 2007.

Exhibit 4.2		Trust Agreement between Capital Auto Receivables LLC, as Depositor, and Deutsche Bank Trust Company Delaware, as Owner Trustee, dated as of August 23, 2007.

Exhibit 4.3		Pooling and Servicing Agreement between GMAC LLC, as Originator and Servicer, and Capital Auto Receivables LLC, as Depositor, dated as of August 23, 2007.

Exhibit 99.1		Trust Sale and Servicing Agreement among GMAC LLC, as Servicer, Capital Auto Receivables LLC, as Depositor, and Capital Auto Receivables Asset Trust 2007-2, as Issuing Entity, dated as of August 23, 2007.

Exhibit 99.2		Custodian Agreement between GMAC LLC, as Custodian, and Capital Auto Receivables LLC, as Depositor, dated as of August 23, 2007.

Exhibit 99.3		Administration Agreement among Capital Auto Receivables Asset Trust 2007-2, as Issuing Entity, GMAC LLC, as Administrator, and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of August 23, 2007.

Exhibit 99.4		Schedule and Credit Support Annex to the ISDA Master Agreement between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.5		Confirmation of the Primary Swap Relating to the Class A-PT Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.6		Confirmation of the Primary Swap Relating to the Class A-2b Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.7		Confirmation of the Primary Swap Relating to the Class A-3 Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.8		Confirmation of the Primary Swap Relating to the Class A-4b Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.9		Swap Counterparty Rights Agreement among Citibank, N.A., GMAC LLC, Capital Auto Receivables LLC, Capital Auto Receivables Asset Trust 2007-2, Deutsche Bank Trust Company Delaware, as Owner Trustee, and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of August 23, 2007.

Exhibit 99.10		Triparty Contingent Assignment Agreement among Capital Auto Receivables Asset Trust 2007-2, GMAC LLC and Citibank, N.A., dated as of August 23, 2007.


Exhibit No.		Description

Exhibit 4.1		Indenture between Capital Auto Receivables Asset Trust 2007-2 and the Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of August 23, 2007.

Exhibit 4.2		Trust Agreement between Capital Auto Receivables LLC, as Depositor, and Deutsche Bank Trust Company Delaware, as Owner Trustee, dated as of August 23, 2007.

Exhibit 4.3		Pooling and Servicing Agreement between GMAC LLC, as Originator and Servicer, and Capital Auto Receivables LLC, as Depositor, dated as of August 23, 2007.

Exhibit 99.1		Trust Sale and Servicing Agreement among GMAC LLC, as Servicer, Capital Auto Receivables LLC, as Depositor, and Capital Auto Receivables Asset Trust 2007-2, as Issuing Entity, dated as of August 23, 2007.

Exhibit 99.2		Custodian Agreement between GMAC LLC, as Custodian, and Capital Auto Receivables LLC, as Depositor, dated as of August 23, 2007.

Exhibit 99.3		Administration Agreement among Capital Auto Receivables Asset Trust 2007-2, as Issuing Entity, GMAC LLC, as Administrator, and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of August 23, 2007.

Exhibit 99.4		Schedule and Credit Support Annex to the ISDA Master Agreement between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.5		Confirmation of the Primary Swap Relating to the Class A-PT Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.6		Confirmation of the Primary Swap Relating to the Class A-2b Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.7		Confirmation of the Primary Swap Relating to the Class A-3 Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.8		Confirmation of the Primary Swap Relating to the Class A-4b Notes between Capital Auto Receivables Asset Trust 2007-2 and Citibank, N.A., dated as of August 23, 2007.

Exhibit 99.9		Swap Counterparty Rights Agreement among Citibank, N.A., GMAC LLC, Capital Auto Receivables LLC, Capital Auto Receivables Asset Trust 2007-2, Deutsche Bank Trust Company Delaware, as Owner Trustee, and The Bank of New York Trust Company, N.A., as Indenture Trustee, dated as of August 23, 2007.

Exhibit 99.10		Triparty Contingent Assignment Agreement among Capital Auto Receivables Asset Trust 2007-2, GMAC LLC and Citibank, N.A., dated as of August 23, 2007.


		Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE		2

SECTION 1.1	Definitions	2
SECTION 1.2	Incorporation by Reference of Trust Indenture Act	2

ARTICLE II THE NOTES		3

SECTION 2.1	Form	3
SECTION 2.2	Execution, Authentication and Delivery	4
SECTION 2.3	Temporary Notes	4
SECTION 2.4	Registration of Notes; Registration of Transfer and Exchange of Notes	5
SECTION 2.5	Mutilated, Destroyed, Lost or Stolen Notes	6
SECTION 2.6	Persons Deemed Noteholders	7
SECTION 2.7	Payment of Principal and Interest	7
SECTION 2.8	Cancellation of Notes	9
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	Depositor as Noteholder	11
SECTION 2.14	Tax Treatment	11
SECTION 2.15	Special Terms Applicable to the Private Notes	12

ARTICLE III COVENANTS		13

SECTION 3.1	Payment of Principal and Interest	13
SECTION 3.2	Maintenance of Agency Office	13
SECTION 3.3	Money for Payments To Be Held in Trust	13
SECTION 3.4	Existence	15
SECTION 3.5	Protection of Trust Estate; Acknowledgment of Pledge	15
SECTION 3.6	Opinions as to Trust Estate	16
SECTION 3.7	Performance of Obligations; Servicing of Receivables	17
SECTION 3.8	Negative Covenants	18
SECTION 3.9	Annual Statement as to Compliance	18
SECTION 3.10	Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets	19
SECTION 3.11	Successor or Transferee	20
SECTION 3.12	No Other Business	21
SECTION 3.13	No Borrowing	21
SECTION 3.14	Guarantees, Loans, Advances and Other Liabilities	21
SECTION 3.15	Servicer’s Obligations	21
SECTION 3.16	Capital Expenditures	21
SECTION 3.17	Removal of Administrator	21
SECTION 3.18	Restricted Payments	21
SECTION 3.19	Notice of Events of Default	22
SECTION 3.20	Further Instruments and Acts	22
SECTION 3.21	Indenture Trustee’s Assignment of Administrative Receivables and Warranty Receivables	22
SECTION 3.22	Representations and Warranties by the Issuing Entity to the Indenture Trustee	23

ARTICLE IV SATISFACTION AND DISCHARGE		23

SECTION 4.1	Satisfaction and Discharge of Indenture	23
SECTION 4.2	Application of Trust Money	24


		Page
SECTION 4.3	Repayment of Monies Held by Paying Agent	24
SECTION 4.4	Duration of Position of Indenture Trustee	25

ARTICLE V DEFAULT AND REMEDIES		25

SECTION 5.1	Events of Default	25
SECTION 5.2	Acceleration of Maturity; Rescission and Annulment	26
SECTION 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	27
SECTION 5.4	Remedies; Priorities	29
SECTION 5.5	Optional Preservation of the Receivables	30
SECTION 5.6	Limitation of Suits	30
SECTION 5.7	Unconditional Rights of Noteholders To Receive Principal and Interest	31
SECTION 5.8	Restoration of Rights and Remedies	31
SECTION 5.9	Rights and Remedies Cumulative	31
SECTION 5.10	Delay or Omission Not a Waiver	31
SECTION 5.11	Control by Noteholders	32
SECTION 5.12	Waiver of Past Defaults	32
SECTION 5.13	Undertaking for Costs	33
SECTION 5.14	Waiver of Stay or Extension Laws	33
SECTION 5.15	Action on Notes	33
SECTION 5.16	Performance and Enforcement of Certain Obligations	33

ARTICLE VI THE INDENTURE TRUSTEE		34

SECTION 6.1	Duties of Indenture Trustee	34
SECTION 6.2	Rights of Indenture Trustee	36
SECTION 6.3	Indenture Trustee May Own Notes	37
SECTION 6.4	Indenture Trustee’s Disclaimer	37
SECTION 6.5	Notice of Defaults	37
SECTION 6.6	Reports by Indenture Trustee	37
SECTION 6.7	Compensation; Indemnity	38
SECTION 6.8	Replacement of Indenture Trustee	39
SECTION 6.9	Merger or Consolidation of Indenture Trustee	40
SECTION 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	40
SECTION 6.11	Eligibility; Disqualification	41
SECTION 6.12	Preferential Collection of Claims Against Issuing Entity	41
SECTION 6.13	Representations and Warranties of Indenture Trustee	41
SECTION 6.14	Indenture Trustee May Enforce Claims Without Possession of Notes	42
SECTION 6.15	Suit for Enforcement	42
SECTION 6.16	Rights of Noteholders to Direct Indenture Trustee	43

ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS		43

SECTION 7.1	Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders	43
SECTION 7.2	Preservation of Information, Communications to Noteholders	43
SECTION 7.3	Reports by Issuing Entity	43
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; Payments	45
SECTION 8.3	General Provisions Regarding Accounts	47
SECTION 8.4	Release of Trust Estate	47
SECTION 8.5	Opinion of Counsel	48

ARTICLE IX SUPPLEMENTAL INDENTURES		48

SECTION 9.1	Supplemental Indentures Without Consent of Noteholders	48


Mark E. Newman
Capital Auto Receivables LLC
200 Renaissance Center
Detroit, Michigan		48265

(Address of principal		(Zip Code)
executive offices)



Registrant’s Telephone Number, including area code:	(313)665-6266


CAPITAL AUTO RECEIVABLES LLC
By:	/s/ William J. McGrane III
	Name:	William J. McGrane III
	Title:	Controller


		Page
SECTION 9.2	Supplemental Indentures With Consent of Noteholders	49
SECTION 9.3	Execution of Supplemental Indentures	51
SECTION 9.4	Effect of Supplemental Indenture	51
SECTION 9.5	Conformity with Trust Indenture Act	51
SECTION 9.6	Reference in Notes to Supplemental Indentures	51

ARTICLE X REDEMPTION OF NOTES		51

SECTION 10.1	Redemption	51
SECTION 10.2	Form of Redemption Notice	52
SECTION 10.3	Notes Payable on Redemption Date	52

ARTICLE XI MISCELLANEOUS		52

SECTION 11.1	Compliance Certificates and Opinions, etc.	52
SECTION 11.2	Form of Documents Delivered to Indenture Trustee	54
SECTION 11.3	Acts of Noteholders	55
SECTION 11.4	Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies	55
SECTION 11.5	Notices to Noteholders; Waiver	56
SECTION 11.6	Alternate Payment and Notice Provisions	56
SECTION 11.7	Conflict with Trust Indenture Act	57
SECTION 11.8	Effect of Headings and Table of Contents	57
SECTION 11.9	Successors and Assigns	57
SECTION 11.10	Severability	57
SECTION 11.11	Benefits of Indenture	57
SECTION 11.12	Legal Holidays	57
SECTION 11.13	Governing Law	57
SECTION 11.14	Counterparts	58
SECTION 11.15	Recording of Indenture	58
SECTION 11.16	No Recourse	58
SECTION 11.17	No Petition	58
SECTION 11.18	Inspection	59
SECTION 11.19	Indemnification by and Reimbursement of Servicer	59