exv4w2



 





EXHIBIT 4.2



 




POOLING AND SERVICING AGREEMENT




BETWEEN




CAPITAL AUTO RECEIVABLES LLC




AND




GMAC LLC




DATED AS OF [                    ], 20[___]



 



 









 





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
	 	 	4	 
	SECTION 2.03 The Closing[s]
	 	 	4	 
	SECTION 2.04 Custody of Receivable Files
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES
	 	 	5	 
	 
	 	 	 	 
	SECTION 3.01 Duties of the Servicer
	 	 	5	 
	SECTION 3.02 Collection of Receivable Payments
	 	 	6	 
	SECTION 3.03 [Rebates on Full Prepayments on Scheduled Interest Receivables
	 	 	7	 
	SECTION 3.04 Realization Upon Liquidating Receivables
	 	 	7	 
	SECTION 3.05 Maintenance of Insurance Policies
	 	 	7	 
	SECTION 3.06 Maintenance of Security Interests in Vehicles
	 	 	7	 
	SECTION 3.07 Covenants, Representations and Warranties of the Servicer
	 	 	8	 
	SECTION 3.08 Purchase of Receivables Upon Breach of Covenant
	 	 	9	 
	SECTION 3.09 Basic Servicing Fee; Payment of Certain Expenses by Servicer
	 	 	10	 
	SECTION 3.10 Servicer’s Accounting
	 	 	10	 
	SECTION 3.11 Application of Collections
	 	 	10	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	11	 
	 
	 	 	 	 
	SECTION 4.01 Representations and Warranties as to the Receivables
	 	 	11	 
	SECTION 4.02 Additional Representations and Warranties of GMAC
	 	 	15	 
	SECTION 4.03 Representations and Warranties of CARI
	 	 	16	 
	 
	 	 	 	 
	ARTICLE V ADDITIONAL AGREEMENTS
	 	 	17	 
	 
	 	 	 	 
	SECTION 5.01 Conflicts With Further Transfer and Servicing Agreements
	 	 	17	 
	SECTION 5.02 Protection of Title
	 	 	17	 
	SECTION 5.03 Other Liens or Interests
	 	 	18	 
	SECTION 5.04 Repurchase Events
	 	 	18	 
	SECTION 5.05 Indemnification
	 	 	18	 
	SECTION 5.06 Further Assignments
	 	 	18	 
	SECTION 5.07 Pre-Closing Collections
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI CONDITIONS
	 	 	19	 
	 
	 	 	 	 
	SECTION 6.01 Conditions to Obligation of CARI
	 	 	19	 
	SECTION 6.02 Conditions to Obligation of the Seller
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS PROVISIONS
	 	 	21	 
	 
	 	 	 	 
	SECTION 7.01 Amendment
	 	 	21	 
	SECTION 7.02 Survival
	 	 	21	 
	SECTION 7.03 Notices
	 	 	21	 
	SECTION 7.04 Governing Law
	 	 	21	 
	SECTION 7.05 Waivers
	 	 	21	 
	SECTION 7.06 Costs and Expenses
	 	 	21	 
	SECTION 7.07 Confidential Information
	 	 	21	 






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	SECTION 7.08 Headings
	 	 	21	 
	SECTION 7.09 Counterparts
	 	 	22	 
	SECTION 7.10 No Petition Covenant
	 	 	22	 
	SECTION 7.11 Limitations on Rights of Others
	 	 	22	 






	 	 	 
	EXHIBIT A

	 	Form of First Step [Initial] Receivables Assignment
	 
	 	 
	[EXHIBIT B

	 	Form of First Step Additional Receivables Assignment]
	 
	 	 
	SCHEDULE A

	 	Schedule of Receivables
	 
	 	 
	APPENDIX A

	 	Definitions, Rules of Construction and Notices
	 
	 	 
	APPENDIX B

	 	Additional Representations and Warranties






ii 









 





     THIS POOLING AND SERVICING AGREEMENT, dated as of [                    ], 20[___], 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 [and from time to time hereafter] a
portfolio[s] 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 [and from time to time hereafter]
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[s], 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



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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, the Servicer 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) [Initial] Purchase. On the [Initial] Closing Date, subject to satisfaction of the
conditions specified in Article VI and the First Step [Initial] 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 [Initial] Receivables and all monies received thereon on and after the [Initial] Cutoff
Date, exclusive of any amounts allocable to the premium for physical damage collateral protection
insurance required 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 [Initial] 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 [Initial]
Receivables;



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



               (vi) [the right to purchase Additional Receivables during the Revolving Period at a price
equal to the Aggregate Additional Receivables Principal Balance on each applicable Distribution
Date;]



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               (vii) [all present and future claims, demands, causes and choses in action in respect of any
or all of the foregoing described in clauses (i) through (vi) 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 intangible, 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 (vii) above is referred to
herein collectively as the “[Initial ]Purchased Property.”



          (b) [Additional Purchases. On each Subsequent Closing Date, subject to the satisfaction of the conditions specified in
Article VI and the First Step Additional 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 Additional Receivables
listed on the Schedule of Additional Receivables for such Subsequent Closing Date, all monies
received thereon on and after the related Subsequent Cutoff Date, exclusive of any amounts
allocable to the premium for physical damage collateral protection insurance required 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 Additional 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
Additional Receivables;



               (v) all right, title and interest of the Seller in, to and under the related First Step
Additional 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



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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 “Additional Purchased Property.” The Initial Purchased Property
and the Additional Purchased property are referred to herein collectively as the “Purchased
Property.”]



          (c) 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.




          (d) 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.



          (a) [Initial Purchase]. In consideration for the [Initial] 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 [Initial] Receivables Assignment”). A portion of the Initial
Aggregate Receivables Principal Balance, which is equal to $[                    ], 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.




          (b) [Additional Receivables. In consideration for the Additional Purchased Property to be sold by the Seller to CARI,
CARI shall, on each related Subsequent Closing Date, pay to the Seller an amount equal to the
Aggregate Additional Receivables Principal Balance in respect of the Additional Receivables sold on
such date and the Seller shall execute and deliver to CARI a First Step
Additional Receivables Assignment in the form attached hereto as Exhibit B (the
“First Step Additional Receivables Assignment”). The First Step Initial Receivables
Assignment and each First Step Additional Receivables Assignment are collectively referred to
herein as the “First Step Receivables Assignments.”)]




     SECTION 2.03 The Closing[s].



          (a) [Initial Purchase]. The sale and purchase of the [Initial] Receivables shall take place at the offices of
Kirkland & Ellis LLP, 200 East Randolph Drive, Chicago, Illinois 60601, on the [Initial] 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.




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          (b) [Additional Purchases. The sale and purchase of the Additional Receivables shall take place on the Subsequent
Closing Dates at such locations and at such times as are mutually agreeable to the Seller and CARI,
and will occur simultaneously with the closing of transactions contemplated by any Further Transfer
and Servicing Agreement.]




     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



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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 the Seller, the Servicer 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



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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 [Rebates on Full Prepayments on Scheduled Interest Receivables. If the amount of a full Prepayment by an Obligor under a Scheduled Interest Receivable,
after adjustment for the Rebate, is less than the amount that would be payable under the actuarial
method if a full Prepayment were made at the end of the billing month under such Scheduled Interest
Receivable, either because the Rebate calculated under the terms of such Receivable is greater than
the amount calculable under the actuarial method or because the Servicer’s customary servicing
procedure is to credit a greater Rebate, the Servicer, as part of its servicing duties, shall remit
such difference to the Owner of such Receivable.]



     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 Servicer is hereby
authorized to exercise its discretion consistent with its customary practices, policies and
procedures and the terms of this Agreement, in servicing Liquidating Receivables so as to maximize
the realization of those Liquidating Receivables, including the discretion to choose to sell or not
to sell any of the Liquidating Receivables on behalf of the Depositor or any other Owner. The
Servicer shall not be liable for any such exercise of its discretion to sell or not to sell such
Liquidating Receivables made in good faith.] 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



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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 [Initial Closing Date with respect to the Initial Receivables and as of each
Subsequent Closing Date with respect to the Additional Receivables purchased on each such
Subsequent] 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, [the total number of
Scheduled Payments (in the case of a Scheduled Interest Receivable)] or the number of originally
scheduled due dates [(in the case of a Simple Interest Receivable)] is altered or such that the
last [Scheduled Payment (in the case of a Scheduled Interest Receivable) or the last] scheduled due
date [(in the case of a Simple Interest Receivable)] 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 [Initial Closing
Date with respect to the Initial Receivables and as of each Subsequent Closing Date with respect to
the Additional Receivables purchased on each such Subsequent] Closing Date, in addition to the
representations and warranties in Sections 4.01 and 4.02 being true [that as of
each such Initial Closing Date or Subsequent Closing Date, as applicable:]




               (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;



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               (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



 9









 




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] [Total] Servicing Fee; Payment of Certain Expenses by Servicer. The Servicer is entitled to receive the Basic Servicing Fee [and Supplemental Servicing
Fees ]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, the Seller or the Servicer 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 each Scheduled Interest Receivable (other than an Administrative
Receivable or a Warranty Receivable), payments by or on behalf of the Obligor which are not
Supplemental Servicing Fees shall be applied first to reduce outstanding advances of shortfalls in
collections, if any, made pursuant to the Further Transfer and Servicing Agreements with respect to
such Receivable. Next, the amount of any such payments in excess of Supplemental Servicing Fees
and any such advances with respect to such Receivable shall be applied to the Scheduled Payment
with respect to such Receivable. Any amount of such



 10









 






payments remaining after the applications
described in the preceding two sentences constitutes an Excess Payment with respect to such
Receivable, and such Excess Payment (to the extent it does not constitute a Payment Ahead) shall be
applied to prepay such Receivable. If the amounts applied under the first two sentences of this
Section 3.11(a) shall be less than the Scheduled Payment, whether as a result of any
extension granted to the Obligor or otherwise, then the Deferred Prepayment, if any, with respect
to such Receivable shall be applied by the Servicer to the extent of the shortfall, and such
Deferred Prepayment shall be reduced accordingly.]




          (b) 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.




          (c) With respect to each Administrative Receivable and Warranty Receivable, payments by or on
behalf of the Obligor shall be applied in the same manner[, except that any Released Administrative
Amount or Released Warranty Amount shall be remitted to the Servicer or CARI, as applicable. In
the case of a Scheduled Interest Receivable, a Warranty Payment shall be applied to reduce any
advances described] as set forth in Section 3.11(a). A Warranty Payment or an
Administrative Purchase [Payment, as applicable, shall be applied to the Scheduled Payment, in each
case to the extent that the payments by or on behalf of the Obligor shall be insufficient, and then
to prepay such Receivable in full. In the case of a Simple Interest Receivable, a Warranty Payment
or an Administrative] 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 [Initial Closing Date with respect to the Initial Receivables, and as of each Subsequent
Closing Date with respect to the Additional Receivables purchased on each such Subsequent] 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,



 11









 





                    (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 Scheduled Interest Receivable or ]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 [six] months, and



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



               (ii) [Initial] Receivables. In addition to the characteristics set forth in
Section 4.01(a)(i) above, each [Initial] Receivable (1) has a first scheduled payment due
date on or after [                    ], (2) was originated on or after [                    ], 20[___], (3) as of the
[Initial] 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]%.



     [In addition, with respect to the Initial Receivables, Scheduled Interest Receivables
represent (based on Principal Balances) [___]% of the Aggregate Amount Financed, with the balance of
the Initial Receivables being Simple Interest Receivables.]



               (iii) [Additional Receivables. In addition to the characteristics set forth in
Section 4.01(a)(i) above, each Additional Receivable (1) has a final scheduled payment that
is due not later than [                    ] and (2) as of the related Subsequent Cutoff Date, was not
considered past due, that is, the payments due on that Additional Receivable in excess of $25 were
more than thirty (30) days of the delinquent, and such Additional Receivable was not a Liquidating
Receivable.]



               (iv) [Cumulative Receivables. Following the addition of all Additional Receivables on
each Subsequent Cutoff Date:



                    (1) the sum of the Amount Financed of each Cumulative Receivable as of such date that had an
original term in excess of 60 months, measured as of its date of origination, is not greater than
[20.0%] of the Aggregate Amount Financed of the Cumulative Receivables as of such date;



                    (2) the sum of the Amount Financed of each Cumulative Receivable as of such date that was
secured by used Financed Vehicles, measured as of the



 12









 




Applicable Cutoff Date for each such
Cumulative Receivable, is not greater than [___]% of the Aggregate Amount Financed of the Cumulative
Receivables as of such dates; and




                    (3) the sum of the Amount Financed of each Cumulative Receivable as of such date that was a
Subvented Receivable, measured as of the Applicable Cutoff Date for each such Cumulative
Receivable, is not less than [___]% of the Aggregate Amount Financed of the Cumulative Receivables
as of such date.



          (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 [Initial]
Receivables is[, and each Schedule of Additional Receivables will be,] 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.




 13









 








          (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 [Initial] Cutoff Date [or any Subsequent Cutoff Date, as
applicable,] 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[s], 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).




 14









 








          (q) No Amendment. No Receivable has been amended or otherwise modified such that the
[total number of the Obligor’s Scheduled Payments (in the case of a Scheduled Interest Receivable)
or the] number of originally scheduled due dates [(in the case of a Simple Interest Receivable)]
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 [Initial Closing Date with respect to
the Initial Receivables and as of each Subsequent Closing Date with respect to the
Additional Receivables purchased on each such Subsequent] 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 [Initial Receivables, and each First Step Additional Receivables Assignment, when
duly executed and delivered, shall constitute a valid sale, transfer and assignment of the
respective Additional] 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



 15









 






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[s], (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.




          (g) [No Insolvency. With respect to the Additional Receivables as of the related
Subsequent Closing Date, (i) the Seller was not and will not become insolvent as a result of the
transfer of such Additional Receivables, (ii) the Seller did not intend to or believe that it would
incur debts that would be beyond its ability to pay as such debts matured, (iii) the Seller did not
transfer such Additional Receivables with the actual intent to hinder, delay or defraud any Person
and (iv) the assets of GMAC did not constitute unreasonably small capital to carry out its business
as conducted;]




     SECTION 4.03 Representations and Warranties of CARI. CARI hereby represents and warrants to GMAC as Seller and Servicer as of the [Initial
Closing Date and each Subsequent] 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[s] and to carry out its terms and the
execution, delivery and performance of this Agreement and the First Step Receivables Assignment[s]
have been duly authorized by CARI by all necessary limited liability company action;




 16









 








          (d) No Violation. The consummation of the transactions contemplated by this Agreement
and the First Step Receivables Assignment[s] and the fulfillment of the terms of this Agreement and
the First Step Receivables Assignment[s] 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[s], 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[s].




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.




 17









 








          (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



 18









 




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 [Initial] Closing Date [and each Subsequent 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 [Initial] Closing Date [or Subsequent Closing Date, as applicable], 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 [Initial] Closing
Date [and each Subsequent Closing Date with the same effect as if then made], and GMAC shall have
performed all obligations to be performed by it hereunder on or prior to the [Initial] Closing Date
[and each Subsequent Closing Date].




          (b) No Repurchase Event. No Repurchase Event shall have occurred on or prior to the
[Initial] Closing Date [and each Subsequent Closing Date].




          (c) Computer Files Marked. The Seller shall, at its own expense, on or prior to the
[Initial] Closing Date [and each Subsequent 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[s] and deliver to CARI the Schedule of
[Initial] Receivables [or Schedule of Additional Receivables, as applicable], 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 [Initial] Closing Date, [the Seller shall execute and
deliver the First Step Initial Receivables Assignment and on each Subsequent Closing Date,] the
Seller shall execute and deliver the First Step [Additional] Receivables Assignment.



               (ii) Evidence of UCC Filing. On or prior to the [Initial] 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



 19









 




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 [Initial] Closing Date.




               (iii) Other Documents. On the [Initial] Closing Date [and on each Subsequent 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.




          (f) [Conditions to the Purchase of Additional Receivables. In addition to the
conditions set forth in this Section 6.01, the obligation of CARI to purchase Additional
Receivables hereunder and pursuant to the related First Step Additional Receivables Assignment is
subject to the satisfaction of the following conditions:]




                    (i) [No Adverse Selection Procedures. No selection procedures believed by the Seller
to be adverse to the interests of CARI, the Issuing Entity the Noteholders or the
Certificateholders shall have been utilized in selecting the Additional Receivables.]



                    (ii) [No Material Tax Consequences. The addition of the Additional Receivables will
not result in a material adverse tax consequence to CARI, the Issuing Entity, the Noteholders or
the Certificateholders.]



                    (iii) [Conditions Satisfied. All the conditions to the transfer of the Additional
Receivables from CARI to the Issuing Entity specified in Section 2.07 of the Trust Sale and
Servicing Agreement shall have been satisfied.]



     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 [Initial] Closing Date with respect to the [Initial
Receivables and as of the Subsequent Closing Date with respect to the Additional Receivables with
the same effect as if then made] 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 [Initial] Closing Date, CARI shall pay to the
Seller that portion of the Initial Aggregate Receivables Principal Balance [and on each
Subsequent Closing Date, CARI shall pay the Seller the Aggregate Additional Receivables
Principal Balance, in each case,] as provided in Section 2.02.




 20









 








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 [Initial Closing Date and each
Subsequent] 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[S] 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.



 21









 





     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.



* * * * *




 22









 





     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:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CAPITAL AUTO RECEIVABLES LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature Page to Pooling and Servicing Agreement]





 









 





EXHIBIT A




FORM OF

FIRST STEP [INITIAL] RECEIVABLES ASSIGNMENT

PURSUANT TO POOLING AND SERVICING AGREEMENT




     For value received, in accordance with the Pooling and Servicing Agreement, dated as of
[                    ], 20[___] (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 [Initial] Receivables listed on the Schedule of [Initial] Receivables attached
hereto and all monies received thereon on and after the [Initial] Cutoff Date, exclusive of any
amounts allocable to the premium for physical damage collateral protection insurance required 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 [Initial] 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 [Initial] Receivables; and (v) all right, title and interest
of the Seller in, to and under the First Step [Initial] Receivables Assignment[s]; 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 [Initial]
Receivables contemplated by this First Step [Initial] Receivables Assignment shall constitute a
sale of the [Initial] Receivables from the Seller to CARI and the beneficial interest in and title
to the [Initial] 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 the [Initial] Receivables contemplated by the Pooling
and Servicing Agreement and this First Step [Initial] 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 [Initial] Receivables, any
Dealer Agreements, any insurance policies or any agreement or instrument relating to any of them.



     This First Step [Initial] Receivables Assignment is made pursuant to and upon the
representations, warranties and agreements on the part of the undersigned contained in the



1









 




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.



* * * * *




2









 





     IN WITNESS WHEREOF, the undersigned has caused this First Step [Initial] Receivables
Assignment to be duly executed as of [                    ], 20[___].



	 	 	 	 	 
	 	GMAC LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




 









 





[EXHIBIT B




FORM OF

FIRST STEP ADDITIONAL RECEIVABLES ASSIGNMENT

PURSUANT TO THE POOLING AND SERVICING AGREEMENT




     For value received, in accordance with the Pooling and Servicing Agreement, dated as of
[                    ], 20[___] (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 Additional Receivables listed on the Schedule of Additional Receivables attached hereto
and all monies received thereon on and after the related Subsequent Cutoff Date, exclusive of any
amounts allocable to the premium for physical damage collateral protection insurance required 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 Additional 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 Additional Receivables; (v) all right, title and interest of
the Seller in, to and under the First Step Additional 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 intangible, 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 contemplated by
this First Step Additional Receivables Assignment shall constitute a sale of the Additional
Receivables from the Seller to CARI and the beneficial interest in and title to the Additional
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 sale 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 Additional Receivables, the Dealer Agreements, any insurance policies or any
agreement or instrument relating to any of them.



     This First Step Additional 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.



 









 





     The Seller hereby represents that as of the Subsequent Cutoff Date the Aggregate Additional
Receivables Principal Balance of the Additional Receivables conveyed hereby was $[                    ].



     The Seller and CARI hereby acknowledge that the Aggregate Additional Receivables Principal
Balance for the Additional Receivables assigned hereunder is $[                    ].



     This Agreement shall be construed in accordance with the laws of the State of New York and the
obligations of the undersigned under this First Step Additional Receivables Assignment shall be
determined in accordance with such laws.



     Capitalized terms used and not otherwise defined herein shall have the meanings assigned to
such terms in, or incorporated by reference into, the Pooling and Servicing Agreement.



* * * * *




     IN WITNESS WHEREOF, the undersigned has caused this First Step Additional Receivables
Assignment to be duly executed as of [                    ], 20[___].



	 	 	 	 	 
	 	GMAC LLC

 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




2









 





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 [                    ], 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 [                    ], 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 [                    ], 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.