exv4w1



 





EXHIBIT 4.1




 





CAPITAL AUTO RECEIVABLES ASSET TRUST _____-_




Class A-1 ___% Asset Backed Notes

Class A-2 ___% Asset Backed Notes

Class A-3 ___% Asset Backed Notes

Class A-4 ___% Asset Backed Notes

Class B ___% Asset Backed Notes

Class C ___% Asset Backed Notes

Class D ___% Asset Backed Notes




 






INDENTURE




Dated as of                                         , 20                    




 






[_________________]




Indenture Trustee




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	 	3
	 
	 	 	 	 	 	 
	 

	 	SECTION 1.1
	 	Definitions
	 	3
	 

	 	SECTION 1.2
	 	Incorporation by Reference of Trust Indenture Act
	 	3
	 
	 	 	 	 	 	 
	ARTICLE II THE NOTES	 	3
	 
	 	 	 	 	 	 
	 

	 	SECTION 2.1
	 	Form
	 	3
	 

	 	SECTION 2.2
	 	Execution, Authentication and Delivery
	 	4
	 

	 	SECTION 2.3
	 	Temporary Notes
	 	5
	 

	 	SECTION 2.4
	 	Registration of Notes; Registration of Transfer and Exchange of Notes
	 	5
	 

	 	SECTION 2.5
	 	Mutilated, Destroyed, Lost or Stolen Notes
	 	7
	 

	 	SECTION 2.6
	 	Persons Deemed Noteholders
	 	8
	 

	 	SECTION 2.7
	 	Payment of Principal and Interest
	 	8
	 

	 	SECTION 2.8
	 	Cancellation of Notes
	 	10
	 

	 	SECTION 2.9
	 	Release of Collateral
	 	10
	 

	 	SECTION 2.10
	 	Book-Entry Notes
	 	10
	 

	 	SECTION 2.11
	 	Notices to Clearing Agency
	 	11
	 

	 	SECTION 2.12
	 	Definitive Notes
	 	11
	 

	 	SECTION 2.13
	 	Depositor as Noteholder
	 	11
	 

	 	SECTION 2.14
	 	Tax Treatment
	 	12
	 

	 	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
	 	14
	 

	 	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
	 	21
	 

	 	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
	 	22
	 

	 	SECTION 3.18
	 	Restricted Payments
	 	22
	 

	 	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






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	 	 	 	 	 	 	Page
	 

	 	SECTION 4.3
	 	Repayment of Monies Held by Paying Agent
	 	25
	 

	 	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
	 	32
	 

	 	SECTION 5.10
	 	Delay or Omission Not a Waiver
	 	32
	 

	 	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
	 	34
	 
	 	 	 	 	 	 
	ARTICLE VI THE INDENTURE TRUSTEE	 	35
	 
	 	 	 	 	 	 
	 

	 	SECTION 6.1
	 	Duties of Indenture Trustee
	 	35
	 

	 	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
	 	38
	 

	 	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
	 	42
	 

	 	SECTION 6.13
	 	Representations and Warranties of Indenture Trustee
	 	42
	 

	 	SECTION 6.14
	 	Indenture Trustee May Enforce Claims Without Possession of Notes
	 	42
	 

	 	SECTION 6.15
	 	Suit for Enforcement
	 	43
	 

	 	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
	 	44
	 

	 	SECTION 7.4
	 	Reports by Trustee
	 	44
	 
	 	 	 	 	 	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES	 	45
	 
	 	 	 	 	 	 
	 

	 	SECTION 8.1
	 	Collection of Money
	 	45
	 

	 	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






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	 	 	 	 	 	 	Page
	ARTICLE IX SUPPLEMENTAL INDENTURES	 	48

	 
	 	 	 	 	 	 	 	 
	 

	 	SECTION 9.1
	 	Supplemental Indentures Without Consent of Noteholders
	 	48

	 

	 	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

	EXHIBIT A LOCATIONS OF SCHEDULE OF [INITIAL] RECEIVABLES [AND ANY SCHEDULE OF ADDITIONAL RECEIVABLES]	 	 	1	 
	EXHIBIT B FORM OF NOTE DEPOSITORY AGREEMENT FOR THE NOTES	 	 	1	 
	EXHIBIT C-1 FORM OF [CLASS A-1A FIXED RATE] [CLASS A-1B FLOATING RATE] ASSET BACKED NOTES, RULE 144A	 	 	1	 
	EXHIBIT C-2 FORM OF
[CLASS A-1A FIXED RATE] [CLASS A-1B FLOATING
RATE] ASSET BACKED NOTES,
REGULATION S	 	 	1	 
	EXHIBIT C-3 FORM OF [CLASS A-2], [CLASS A-3], [CLASS A-4], [CLASS B] AND [CLASS C] FIXED RATE ASSET BACKED NOTES	 	 	1	 
	EXHIBIT C-4 FORM OF [CLASS A-2] [CLASS A-3] [CLASS A-4] [CLASS B] [CLASS C] FLOATING RATE ASSET BACKED NOTES	 	 	1	 
	EXHIBIT C-5 FORM OF CLASS D FIXED RATE ASSET BACKED NOTES	 	 	1	 
	EXHIBIT D FORM OF CERTIFICATION	 	 	1	 






iii









 





          INDENTURE, dated as of ___, 20___, between CAPITAL AUTO RECEIVABLES ASSET TRUST ___-_, a
Delaware statutory trust (the “Issuing Entity”), and [___], a [___] as
trustee and not in its individual capacity (the “Indenture Trustee”).




          Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the Secured Parties (only to the extent expressly provided herein):




GRANTING CLAUSE




          The Issuing Entity hereby Grants to the Indenture Trustee at the [Initial] Closing Date [and
at each Subsequent Closing Date, as applicable], as trustee for the benefit of the Secured Parties
(only to the extent expressly provided herein):




          (a) all right, title and interest of the Issuing Entity in, to and under the [Initial]
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 GMAC, as servicer of the Receivables, covering
any related Financed Vehicle;




          (b) the interest of the Issuing Entity 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;




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




          (d) the interest of the Issuing Entity in any proceeds from recourse against Dealers on the
[Initial] Receivables;




          (e) [the right to purchase Additional Receivables during the Revolving Period at a price equal
to the Aggregate Additional Receivables Principal Balance of such Additional Receivables as of each
Distribution Date;




          (f) all right, title and interest of the Issuing Entity in, to and under the Additional
Receivables listed on each Schedule of Additional Receivables and all monies received thereon on
and after the applicable Subsequent Cutoff Date, in each case exclusive of any amounts allocable to
the premium for physical damage collateral protection insurance required by the Servicer, covering
any related Financed Vehicle;




          (g) the interest of the Issuing Entity 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;




          (h) the interest of the Issuing Entity in any proceeds from recourse against Dealers on the
Additional Receivables;]




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          (i) all right, title and interest of the Issuing Entity in, to and under the First Step
[Initial] Receivables Assignment [and the applicable First Step Additional Receivables Assignment];




          (j) all right, title and interest of the Issuing Entity in, to and under the Second Step
[Initial] Receivables Assignment [and the applicable Second Step Additional Receivables
Assignment];




          (k) all right, title and interest in the Reserve Account Property and all other funds on
deposit from time to time in [the Accumulation Account,] the Collection Account and the Note
Distribution Account;




          (l) all right, title and interest of the Issuing Entity in, to and under the Trust Sale and
Servicing Agreement and any other Further Transfer and Servicing Agreements, including all rights
of the “Depositor” under the Pooling and Servicing Agreement and the Custodian Agreement assigned
to the Issuing Entity pursuant to the Trust Sale and Servicing Agreement;




          (m) all right, title and interest of the Issuing Entity in, to and under any Third Party
Instrument; and




          (n) all present and future claims, demands, causes and choses in action in respect of any or
all of the foregoing and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all the foregoing, including all proceeds of the conversion of any
or all of the foregoing, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, investment property, payment intangibles, general intangibles,
condemnation awards, rights to payment of any and every kind and other forms of obligations and
receivables, instruments and other property which at any time constitute all or part of or are
included in the proceeds of any of the foregoing (collectively, the “Collateral”).




          The foregoing Grant is made in trust to secure the Secured Obligations, equally and ratably
without prejudice, priority or distinction, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture. This Indenture constitutes a security agreement
under the UCC.




          The foregoing Grant includes all rights, powers and options (but none of the obligations, if
any) of the Issuing Entity under any agreement or instrument included in the Collateral, including
the immediate and continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Receivables included in the Collateral and all other monies
payable under the Collateral, to give and receive notices and other communications, to make waivers
or other agreements, to exercise all rights and options, to bring Proceedings in the name of the
Issuing Entity or otherwise and generally to do and receive anything that the Issuing Entity is or
may be entitled to do or receive under or with respect to the Collateral.




2









 








          The Indenture Trustee, as trustee on behalf of the Secured Parties and (only to the extent
expressly provided herein) the Certificateholders, acknowledges such Grant and accepts the trusts
under this Indenture in accordance with the provisions of this Indenture.




ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE




     SECTION 1.1 Definitions. Certain capitalized terms used in this Indenture shall have the
respective meanings assigned to them in Part I of Appendix A to the Trust Sale and
Servicing Agreement, dated as of the date hereof (as amended from time to time, the “Trust Sale
and Servicing Agreement”), among the Issuing Entity, Capital Auto Receivables LLC and GMAC LLC.
All references in this Indenture to Articles, Sections, subsections and Exhibits are to the same
contained in or attached to this Indenture unless otherwise specified. All terms defined in this
Indenture shall have the defined meanings when used in any certificate, notice, Note or other
document made or delivered pursuant hereto unless otherwise defined therein. The rules of
construction set forth in Part II of Appendix A to the Trust Sale and Servicing
Agreement shall be applicable to this Indenture.



     SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to
a provision of the TIA, such provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following meanings:




“Commission” means the Securities and Exchange Commission.




“indenture securities” means the Notes.




“indenture security holder” means a Noteholder.




“indenture to be qualified” means this Indenture.




“indenture trustee” means the Indenture Trustee.




“obligor” on the indenture securities means the Issuing Entity and any other obligor
on the indenture securities.



          All other TIA terms used in this Indenture that are defined by the TIA, defined by reference
to another statute or defined by a Commission rule have the respective meanings assigned to them by
such definitions.




ARTICLE II

THE NOTES




     SECTION 2.1 Form.



          (a) Each of the Class A-1 Notes, together, with the Indenture Trustee’s certificate of
authentication, shall be substantially in the form set forth in Exhibit C-1 or Exhibit
C-2, as applicable, each of the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the




3









 







Class B Notes and the Class C Notes, together, in each case, with the Indenture Trustee’s
certificate of authentication, shall be substantially in the form set forth in Exhibit C-3,
or Exhibit C-4, and the Class D Notes, together, in each case, with the Indenture Trustee’s
certificate of authentication, shall be substantially in the form set forth in Exhibit C-5,
in each case with such appropriate insertions, omissions, substitutions and other variations as are
permitted or required by this Indenture and each such Note may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may, consistently
herewith, be determined by the officers executing such Notes, as evidenced by their execution of
the Notes. Any portion of the text of any Note may be set forth on the reverse thereof with an
appropriate reference thereto on the face of the Note.




          (b) The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced
by any combination of these methods (with or without steel engraved borders), all as determined by
the officers executing such Notes, as evidenced by their execution of such Notes.




          (c) The terms of each class of Notes as provided for in Exhibits C-1, C-2,
C-3, C-4 and C-5 hereto are part of the terms of this Indenture.




     SECTION 2.2 Execution, Authentication and Delivery.



          (a) Each Note shall be dated the date of its authentication and shall be issuable as a
registered Note in the minimum denomination of $1,000 and in integral multiples thereof (except, if
applicable, for one Note representing a residual portion of each class which may be issued in a
different denomination).




          (b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized
Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.




          (c) Notes bearing the manual or facsimile signature of individuals who were at any time
Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such
individuals or any of them have ceased to hold such office prior to the authentication and delivery
of such Notes or did not hold such office at the date of such Notes.




          (d) The Indenture Trustee, in exchange for the Grant of the Receivables and the other
components of the Trust Estate, simultaneously with the Grant to the Indenture Trustee of the
Receivables and the constructive delivery to the Indenture Trustee of the Receivables Files and the
other assets and components of the Trust Estate, shall cause to be authenticated and delivered to
or upon the order of the Issuing Entity Notes for original issue in the aggregate principal amount
of $                     comprised of (i) Class A-1 Notes in the aggregate principal amount of $                    ,
(ii) Class A-2 Notes in the aggregate principal amount of $                    , (iii) Class A-3 Notes in the
aggregate principal amount of $                    , (iv) Class A-4 Notes in the aggregate principal amount of
$                    , (v) Class B Notes in the aggregate principal amount of $                    , (vi) Class C Notes in the aggregate principal amount of $___and (vii) Class
D Notes in the aggregate principal amount of $                    . The aggregate principal amount of all
Notes outstanding at any time may not exceed $                    , except as provided in Section
2.5.




4









 








          (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Note a certificate of authentication substantially in
the form set forth in Exhibit C-1, C-2, C-3, C-4 or C-5 as
applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized
Officers; such certificate upon any Note shall be conclusive evidence, and the only evidence, that
such Note has been duly authenticated and delivered hereunder.




     SECTION 2.3 Temporary Notes.



          (a) Pending the preparation of Definitive Notes, if any, the Issuing Entity may execute, and
upon receipt of an Issuing Entity Order the Indenture Trustee shall authenticate and deliver, such
Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced,
of the tenor of the Definitive Notes in lieu of which they are issued and with such variations as
are consistent with the terms of this Indenture as the officers executing such Notes may determine,
as evidenced by their execution of such Notes.




          (b) If Temporary Notes are issued, the Issuing Entity shall cause Definitive Notes to be
prepared without unreasonable delay. After the preparation of Definitive Notes, the Temporary
Notes shall be exchangeable for Definitive Notes upon surrender of the Temporary Notes at the
Agency Office of the Issuing Entity to be maintained as provided in Section 3.2, without
charge to the Noteholder. Upon surrender for cancellation of any one or more Temporary Notes, the
Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized denominations. Until so
delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as Definitive Notes.




     SECTION 2.4 Registration of Notes; Registration of Transfer and Exchange of Notes.



          (a) The Issuing Entity shall cause to be kept the Note Register, comprising separate registers
for each class of Notes, in which, subject to such reasonable regulations as the Issuing Entity may
prescribe, the Issuing Entity shall provide for the registration of the Notes and the registration
of transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note
Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor
Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note
Registrar.




          (b) If a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note
Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice of the
appointment of such Note Registrar and of the location, and any change in the location, of the Note
Register. The Indenture Trustee shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to
the names and addresses of the Noteholders and the principal amounts and number of such Notes.




5









 








          (c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office of
the Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in
the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity
shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes
in any authorized denominations, of a like aggregate principal amount.




          (d) At the option of the Noteholder, Notes may be exchanged for other Notes of the same class
in any authorized denominations, of a like aggregate principal amount; and upon surrender of such
Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee or the Agency Office
of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing
Entity by the Indenture Trustee), the Issuing Entity shall execute, and the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, such Notes which the
Noteholder making the exchange is entitled to receive.




          (e) All Notes issued upon any registration of transfer or exchange of other Notes shall be the
valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Notes surrendered upon such registration of transfer or
exchange.




          (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee and the Note Registrar duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust
company located, or having a correspondent located, in the City of New York or the city in which
the Corporate Trust Office of the Indenture Trustee is located, or by a member firm of a national
securities exchange, and such other documents as the Indenture Trustee may require.




          (g) No service charge shall be made to a Holder for any registration of transfer or exchange
of Notes, but the Issuing Entity or Indenture Trustee may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection with any registration
of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or
9.6 not involving any transfer.




          (h) By acquiring a Class A Note, Class B Note or Class C Note, each purchaser and transferee
shall be deemed to represent and warrant that either (i) it is not acquiring the Note with the plan
assets of a Benefit Plan or other plan that is subject to any law that is substantially similar to
ERISA or Section 4975 of the Code or (ii) 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.




          (i) The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity
shall not be required to transfer or make exchanges, and the Note Registrar need not register
transfers or exchanges, of Notes that (i) have been selected for redemption pursuant to




6









 







Article X, if applicable, or (ii) are due for repayment within fifteen (15) days of submission to the
Corporate Trust Office or the Agency Office.




     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.



          (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and
(ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by
it to hold the Issuing Entity and the Indenture Trustee harmless, then, in the absence of notice to
the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by
a protected purchaser, the Issuing Entity shall execute and upon the Issuing Entity’s request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of a like class and aggregate principal amount;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have
been called for redemption, instead of issuing a replacement Note, the Issuing Entity may make
payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the
Redemption Date, if applicable, without surrender thereof.




          (b) If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or
stolen Note pursuant to subsection (a), a protected purchaser of the original Note in lieu
of which such replacement Note was issued presents for payment such original Note, the Issuing
Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such
payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note
from the Person to whom such replacement Note was delivered; or (iii) any assignee of such Person,
except a protected purchaser, and the Issuing Entity and the Indenture Trustee shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or
expense incurred by the Issuing Entity or the Indenture Trustee in connection therewith.




          (c) In connection with the issuance of any replacement Note under this Section 2.5,
the Issuing Entity may require the payment by the Holder of such Note of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including all fees and expenses of the Indenture Trustee) connected therewith.




          (d) Any duplicate Note issued pursuant to this Section 2.5 in replacement for any
mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual
obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note
shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits
of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.




          (e) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.




7









 








     SECTION 2.6 Persons Deemed Noteholders. Prior to due presentment for registration of transfer of
any 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 any Note is registered (as of the day of
determination) as the Noteholder for the purpose of receiving payments of principal of and interest
on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and
neither the Issuing Entity, the Indenture Trustee nor any agent of the Issuing Entity or the
Indenture Trustee shall be affected by notice to the contrary.



     SECTION 2.7 Payment of Principal and Interest.



          (a) Interest on each class of Notes shall accrue in the manner set forth in Exhibit
C-1, C-2, C-3, C-4 or C-5 as applicable for such class, at the
applicable Interest Rate for such class and will be due and payable on each Distribution Date in
accordance with the priorities set forth in Section 8.2(c). Any installment of interest
payable on any Note shall be punctually paid or duly provided for by a deposit by or at the
direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution
Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the applicable Record Date, by check mailed first-class, postage prepaid to such
Person’s address as it appears on the Note Register on such Record Date; provided,
however, that, unless and until Definitive Notes have been issued pursuant to Section
2.12, with respect to Notes registered on the applicable Record Date in the name of the Note
Depository (initially, Cede & Co.), payment shall be made by wire transfer in immediately available
funds to the account designated by the Note Depository; provided, further, that
with respect to any Private Notes, upon written request of the Holder thereof, payment shall be
made by wire transfer of immediately available funds to the account designated by such Holder until
further written notice from such Holder.




          (b) Prior to the occurrence of an Event of Default and a declaration in accordance with
Section 5.2(a) that the Notes have become immediately due and payable, the principal of
each class of Notes shall be payable in full on the Final Scheduled Distribution Date for such
class and, [during the Amortization Period,] to the extent of funds available therefor, in
installments on the Distribution Dates (if any) preceding the Final Scheduled Distribution Date for
such class, in the amounts and in accordance with the priorities set forth in Section
8.2(c)(ii) or 8.2(c)(iii), as applicable. All principal payments on each class of
Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled
thereto. Any instalment of principal payable on any Note shall be punctually paid or duly provided
for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on
the applicable Distribution Date and shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class,
postage prepaid to such Person’s address as it appears on the Note Register on such Record Date;
provided, however, that, (A) unless and until Definitive Notes have been issued
pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name
of the Note
Depository, payment shall be made by wire transfer in immediately available funds to the
account designated by the Note Depository and (B) with respect to any Private Notes, upon written
request of the Holder thereof, payment shall be made by wire transfer of immediately available
funds to the account designated by such Holder until further written notice from such Holder,
except for, in each case: (i) the final instalment of principal on any Note; and (ii) the




8









 







Redemption Price for the Notes redeemed pursuant to Section 10.1, which, in each case,
shall be payable as provided herein. The funds represented by any such checks in respect of
interest or principal returned undelivered shall be held in accordance with Section 3.3.




          (c) From and after the occurrence of an Event of Default and a declaration in accordance with
Section 5.2(a) that the Notes have become immediately due and payable, until such time as
all Events of Default have been cured or waived as provided in Section 5.2(b), all interest
and principal payments shall be allocated:




               (i) first, for payment of interest pro rata on the Class A Notes, the Aggregate Class A
Interest Distributable Amount;



               (ii) second, an amount equal to the Note Principal Balance of the Class A Notes (after giving
effect to the reduction in the Note Principal Balance to result from the deposits made in the Note
Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of
principal pro rata on the Class A Notes;



               (iii) third, an amount equal to the Aggregate Class B Interest Distributable Amount for
payment of interest on the Class B Notes;



               (iv) fourth, an amount equal to the Note Principal Balance of the Class B Notes (after giving
effect to the reduction in the Note Principal Balance to result from the deposits made in the Note
Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of
principal on the Class B Notes;



               (v) fifth, an amount equal to the Aggregate Class C Interest Distributable Amount for payment
of interest on the Class C Notes;



               (vi) sixth, an amount equal to the Note Principal Balance of the Class C Notes (after giving
effect to the reduction in the Note Principal Balance to result from the deposits made in the Note
Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of
principal on the Class C Notes;



               (vii) seventh, an amount equal to the Aggregate Class D Interest Distributable Amount for
payment of interest on the Class D Notes; and



               (viii) eighth, an amount equal to the Note Principal Balance of the Class D Notes (after
giving effect to the reduction in the Note Principal Balance to result from the deposits made in
the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for
payment of principal on the Class D Notes.



          (d) With respect to any Distribution Date on which the final instalment of principal and
interest on a class of Notes is to be paid, the Indenture Trustee on behalf of the
Issuing Entity shall notify each Noteholder of record of such class as of the Record Date for
such Distribution Date of the fact that the final instalment of principal of and interest on such
Note is to be paid on such Distribution Date. With respect to any such class of Notes, such notice
shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are outstanding; or (ii)
not later than three (3) Business Days after such Record Date in accordance with Section
11.5(a) if




9









 







Definitive Notes are outstanding, and shall specify that such final instalment shall
be payable only upon presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such instalment and the manner in which such
payment shall be made. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2. Within sixty (60) days of the surrender pursuant
to this Section 2.7(d) or cancellation pursuant to Section 2.8 of all of the Notes
of a particular class, the Indenture Trustee if requested shall provide each of the Rating Agencies
with written notice stating that all Notes of such class have been surrendered or canceled.




     SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment, redemption, exchange or
registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The
Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes may
be held or disposed of by the Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing
Entity Order that they be destroyed or returned to it; provided, however, that such
Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture
Trustee. The Indenture Trustee shall certify to the Issuing Entity upon request that surrendered
Notes have been duly canceled and retained or destroyed, as the case may be.



     SECTION 2.9 Release of Collateral. The Indenture Trustee shall not release property from the Lien
of this Indenture other than as permitted by Sections 3.21, 8.2, 8.4 and
11.1, and then only upon receipt of an Issuing Entity Request accompanied by an Officer’s
Certificate, an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates
in accordance with TIA §§314(c) and 314(d)(1).



     SECTION 2.10 Book-Entry Notes. Except as set forth in Section 2.15 with respect to the
Private Notes, the Notes, upon original issuance, shall be issued in the form of a typewritten Note
or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the
initial Clearing Agency, or its custodian, by or on behalf of the Issuing Entity. Such Note or
Notes shall be registered on the Note Register in the name of the Note Depository, and no Note
Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note, except
as provided in Section 2.12. Unless and until the Definitive Notes have been issued to
Note Owners pursuant to Section 2.12:



          (a) the provisions of this Section 2.10 shall be in full force and effect;




          (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing
Agency for all purposes of this Indenture (including the payment of principal of and interest on
such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes
and shall have no obligation to the Note Owners;




10









 








          (c) to the extent that the provisions of this Section 2.10 conflict with any other
provisions of this Indenture, the provisions of this Section 2.10 shall control;




          (d) the rights of the Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Note Owners and the
Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are
issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry
transfers between the Clearing Agency Participants and receive and transmit payments of principal
of and interest on such Notes to such Clearing Agency Participants, pursuant to the Note Depository
Agreement; and




          (e) whenever this Indenture requires or permits actions to be taken based upon instructions or
directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the
Controlling Class, the Clearing Agency shall be deemed to represent such percentage only to the
extent that it has (i) received instructions to such effect from Note Owners and/or Clearing Agency
Participants owning or representing, respectively, such required percentage of the beneficial
interest in the Notes; and (ii) delivered such instructions to the Indenture Trustee.




     SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other communication to the
Noteholders is required under this Indenture, unless and until Definitive Notes shall have been
issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Noteholders to the Clearing Agency and
shall have no other obligation to the Note Owners.



     SECTION 2.12 Definitive Notes. If (i) the Administrator advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Notes and the Issuing Entity is unable to locate a qualified successor; (ii)
the Administrator, at its option, advises the Indenture Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of an
Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating
at least a majority of the Outstanding Amount of the Controlling Class advise the Clearing Agency
in writing that the continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and
the Indenture Trustee of the occurrence of any such event and of the availability of Definitive
Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the
typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuing Entity shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None
of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize
the Holders of the Definitive Notes as Noteholders.



     SECTION 2.13 Depositor as Noteholder. The Depositor in its individual or any other capacity may
become the owner or pledgee of Notes of any class and may otherwise deal



11









 




with the Issuing Entity or
its affiliates with the same rights it would have if it were not the
Depositor. 

     SECTION 2.14 Tax Treatment. The Depositor and the Indenture Trustee, by entering into this
Indenture, and the Noteholders, by acquiring any Note or interest therein, (i) express their
intention that the Notes qualify under applicable tax law as indebtedness secured by the
Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat
the Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state
and local income and franchise taxes, Michigan single business tax, and any other taxes imposed
upon, measured by or based upon gross or net income.



     SECTION 2.15 Special Terms Applicable to the Private Notes.



          (a) None of the Private Notes has been or will be registered under the Securities Act or the
securities laws of any other jurisdiction. Consequently, the Private Notes are not transferable
other than pursuant to an exemption from the registration requirements of the Securities Act and
satisfaction of certain other provisions specified herein.




          (b) No sale, pledge or other transfer of Private Notes or an interest in the Private Notes may
be made by any person other than to (i) a person who the transferor reasonably believes is a
“qualified institutional buyer” (“QIB”) as defined under Rule 144A under the Securities Act
(“Rule 144A”) and is purchasing for its own account (and not for the account of others) or
as a fiduciary or agent for others (which others also are “QIBs”) and is aware that the sale to it
is being made in reliance on Rule 144A or (ii) in the case of the Class A-1 Notes only, a non-U.S.
Person (as defined in Regulation S under the Securities Act (“Regulation S”)) who acquired
the Class A-1 Note outside of the United States in accordance with Regulation S.




          (c) With respect to the Class D Notes only, the Issuing Entity is authorized and directed to
withhold tax at the highest United States federal income tax rate applicable to ordinary income
from any payment of interest to a foreign Noteholder as if such interest allocable to the foreign
Noteholder were effectively connected with the conduct of a trade or business within the United
States. In determining the non-foreign status of the Noteholder, the
Issuing Entity shall be entitled to rely on the Noteholder’s certification of non-foreign
status signed under penalties of perjury. Each foreign Noteholder shall obtain a taxpayer
identification number from the United States Internal Revenue Service and submit that number to the
Issuing Entity on an appropriate form in order to assure appropriate crediting of the taxes
withheld. The amount of any tax so withheld shall be treated as interest paid in cash to such
foreign Noteholder at the time it is withheld by the Issuing Entity and remitted to the United
States Internal Revenue Service. Any withholding of tax hereunder shall not prevent the Issuing
Entity or the foreign Noteholder from contesting any such tax in appropriate proceedings. A
foreign Noteholder who wishes to apply for a refund of any such withholding tax shall file with the
United States Internal Revenue Service a claim for refund. Such claim of the foreign Noteholder
shall be made solely against the United States Internal Revenue Service or the United States.




          (d) No sale, pledge or other transfer of Class D Notes may be made to any one person for Class
D Notes with an initial principal balance of less than $500,000, and, in the case




12









 







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 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.




          (e) The Class D Notes 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” described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying
assets include “plan assets” by reason of an employee benefit plan’s or a plan’s investment in the
entity, 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 Class D Notes is eligible for and satisfies all
conditions for relief under PTCE 95-60. The Class D Notes 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 Code.




          (f) Each Private Note shall bear a legend to the effect set forth in the first two sentences
of subsection (a) above.




ARTICLE III

COVENANTS




     SECTION 3.1 Payment of Principal and Interest. The Issuing Entity shall duly and punctually pay
the principal of and interest on the Notes in accordance with the terms of the Notes and this
Indenture. On each Distribution Date and on the Redemption Date (if applicable), the Issuing
Entity shall cause amounts on deposit in the Note Distribution Account to be distributed to the
Noteholders in accordance with Sections 2.7 and 8.2, less amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or principal. Any amounts so withheld shall be considered as
having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.



     SECTION 3.2 Maintenance of Agency Office. As long as any of the Notes remains outstanding, the
Issuing Entity shall maintain in the Borough of Manhattan, the City of New York, an office (the
“Agency Office”), being an office or agency where Notes may be surrendered to the Issuing Entity
for registration of transfer or exchange, and where notices and demands to or upon the Issuing
Entity in respect of the Notes and this Indenture may be served. The Issuing Entity hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The
Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of
any change in the location, of the Agency Office. If at any time the Issuing Entity shall fail to
maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office
of the Indenture Trustee, and the Issuing Entity hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.



13









 





     SECTION 3.3 Money for Payments To Be Held in Trust.



          (a) As provided in Sections 8.2(a) and 8.2(b), all payments of amounts due and
payable with respect to any Notes that are to be made from amounts withdrawn from the Note
Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuing
Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the
Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except as
provided in this Section 3.3.




          (b) On or before each Distribution Date or the Redemption Date (if applicable), the Issuing
Entity shall deposit or cause to be deposited in the Note Distribution Account pursuant to
Section 4.06 of the Trust Sale and Servicing Agreement an aggregate sum sufficient to pay
the amounts then becoming due with respect to the Notes, such sum to be held in trust for the
benefit of the Persons entitled thereto.




          (c) The Issuing Entity shall cause each Paying Agent other than the Indenture Trustee to
execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree
with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section 3.3, that such Paying Agent shall:




               (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust
for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;



               (ii) give the Indenture Trustee 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;



               (iii) at any time during the continuance of any such default, upon the written request of the
Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying
Agent;



               (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payment of Notes if at any time it ceases to meet the standards
required to be met by a Paying Agent in effect at the time of determination; and



               (v) comply with all requirements of the Code with respect to the withholding from any payments
made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.



          (d) The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuing Entity Order direct any Paying
Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be
held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the




14









 







Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.




          (e) Subject to applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to
any Note and remaining unclaimed for one year after such amount has become due and payable shall be
discharged from such trust and be paid to the Issuing Entity on Issuing Entity Request; and the
Holder of such Note shall thereafter, as a general unsecured creditor, look only to the Issuing
Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity),
and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided, however, that the Indenture Trustee or such Paying
Agent, before being required to make any such payment, may at the expense of the Issuing Entity
cause to be published once, in a newspaper published in the English language, customarily published
on each Business Day and of general circulation in the City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than thirty
(30) days from the date of such publication, any unclaimed balance of such money then remaining
shall be paid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the
expense of the Issuing Entity, any other reasonable means of notification of such payment
(including, but not limited to, mailing notice of such payment to Holders whose Notes have been
called but have not been surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying
Agent, at the last address of record for each such Holder).




     SECTION 3.4 Existence. The Issuing Entity shall keep in full effect its existence, rights and
franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any
successor Issuing Entity hereunder is or becomes, organized under the laws of any other State or of
the United States of America, in which case the Issuing Entity shall keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and
preserve its qualification to do business in each jurisdiction in which such qualification is or
shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the
Collateral and each other instrument or agreement included in the Trust Estate.



     SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge.



          (a) The Issuing Entity shall from time to time execute and deliver all such supplements and
amendments hereto and authorize or execute, as applicable, and deliver all such financing
statements, continuation statements, instruments of further assurance and other instruments, and
shall take such other action necessary or advisable to:




               (i) maintain or preserve the Lien (and the priority thereof) of this Indenture or carry out
more effectively the purposes hereof, including by making the necessary filings of financing
statements or amendments thereto within sixty (60) days after the occurrence of any of the
following and by promptly notifying the Indenture Trustee of any such filings: (A) any change in
the Issuing Entity’s true legal name or any of its trade names, (B) any change in the location of
the Issuing Entity’s principal place of business, (C) any merger or consolidation or other change
in the Issuing Entity’s identity or organizational structure or jurisdiction of organization or in
which the Issuing Entity is located for purposes of the UCC and (D) any other



15









 




change or occurrence that would make any financing statement or amendment thereto seriously misleading within the
meaning of the UCC;




               (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by
this Indenture and the priority thereof;



               (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the
Collateral; or



               (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and
the Secured Parties in such Trust Estate against the claims of all persons and parties,


and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to
authorize and/or execute any financing statement, continuation statement or other instrument
required by the Indenture Trustee pursuant to this Section 3.5.




          (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture
Trustee, pursuant to the Granting Clause of this Indenture, of all the Issuing Entity’s
right, title and interest in and to the Reserve Account Property in order to provide for the
payment to the Securityholders and the Servicer in accordance with Sections 4.06(c) and
4.06(d) of the Trust Sale and Servicing Agreement, to assure availability of the amounts
maintained in the Reserve Account for the benefit of the Securityholders and the Servicer, and as
security for the performance by the Depositor of its obligations under the Trust Sale and Servicing
Agreement.




          (c) The Issuing Entity hereby authorizes the Indenture Trustee to file all financing
statements naming the Issuing Entity as debtor that are necessary or advisable to perfect, make
effective or continue the lien and security interest of this Indenture, and authorizes the
Indenture Trustee to take any such action without its signature.




     SECTION 3.6 Opinions as to Trust Estate.



          (a) On the [Initial] Closing Date, the Issuing Entity shall furnish to the Indenture Trustee
an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been
taken with respect to the recording and filing of this Indenture, any indentures supplemental
hereto and any other requisite documents, and with respect to the authorization, execution and
filing of any financing statements and continuation statements as are necessary to perfect and make
effective the Lien of this Indenture and reciting the details of such action, or stating that, in
the opinion of such counsel, no such action is necessary to make such Lien effective.




          (b) On or before March 15 in each calendar year, beginning March 15, 20___, the Issuing Entity
shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the authorization, execution and filing of any financing statements and
continuation statements as is necessary to maintain the Lien created by this





16











 




Indenture and reciting
the details of such action or stating that in the opinion of such counsel no such action is
necessary to maintain the Lien created by this Indenture. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and the authorization, execution and filing
of any financing statements and continuation statements that will, in the opinion of such counsel,
be required to maintain the Lien of this Indenture until March 15 in the following calendar year.




     SECTION 3.7 Performance of Obligations; Servicing of Receivables.



          (a) The Issuing Entity shall not take any action and shall use all reasonable efforts not to
permit any action to be taken by others that would release any Person from any of such Person’s
material covenants or obligations under any instrument or agreement included in the Trust Estate or
that would result in the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement, except as otherwise
expressly provided in this Indenture, the Trust Sale and Servicing Agreement, the Pooling and
Servicing Agreement, the Administration Agreement or such other instrument or agreement.




          (b) The Issuing Entity may contract with other Persons to assist it in performing its duties
under this Indenture, and any performance of such duties by a Person identified to the Indenture
Trustee in the Basic Documents or an Officer’s Certificate of the Issuing Entity shall be deemed to
be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the
Servicer and the Administrator to assist the Issuing Entity in performing its duties under this
Indenture.




          (c) The Issuing Entity shall punctually perform and observe all of its obligations and
agreements contained in this Indenture, the other Basic Documents and in the instruments and
agreements included in the Trust Estate, including filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this Indenture, the
Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement in accordance with and
within the time periods provided for herein and therein.




          (d) If the Issuing Entity shall have knowledge of the occurrence of a Servicer Default under
the Trust Sale and Servicing Agreement, the Issuing Entity shall promptly notify the Indenture
Trustee and the Rating Agencies thereof, and shall specify in such notice the response or action,
if any, the Issuing Entity has taken or is taking with respect of such default. If a Servicer
Default shall arise from the failure of the Servicer to perform any of its duties or obligations
under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement with respect to
the Receivables, the Issuing Entity and the Indenture Trustee shall take all reasonable steps
available to them pursuant to the Trust Sale and Servicing Agreement and the Pooling and Servicing
Agreement to remedy such failure.




          (e) Without derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuing Entity
agrees that, except as permitted by the Basic Documents, it shall not, without the prior written
consent of the Indenture Trustee or the Holders of at least a majority in Outstanding




17









 







Amount of the
Controlling Class, as applicable in accordance with the terms of this Indenture, amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral or any of the Basic Documents, or
waive timely performance or observance by the Servicer or the Depositor under the Trust Sale and
Servicing Agreement, the Custodian Agreement or the Pooling and Servicing Agreement, the
Administrator under the Administration Agreement or GMAC under the Pooling and Servicing Agreement.




     SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding, the Issuing Entity shall not:



          (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the
Issuing Entity, except as permitted in Section 3.10(b) and except the Issuing Entity may
cause the Servicer to (i) collect, liquidate, sell or otherwise dispose of Receivables (including
Warranty Receivables, Administrative Receivables and Liquidating Receivables), (ii) make cash
payments out of the Designated Accounts, [the Payment Ahead Servicing Account] and the Certificate
Distribution Account and (iii) take other actions, in each case as permitted by the Basic
Documents;




          (b) claim any credit on, or make any deduction from the principal or interest payable in
respect of the Notes (other than amounts properly withheld from such payments under the Code or
applicable state law) or assert any claim against any present or former Noteholder by reason of the
payment of the taxes levied or assessed upon any part of the Trust Estate;




          (c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and
liabilities or other proceeding, or apply for an order by a court or agency or supervisory
authority for the winding-up or liquidation of its affairs or any other event specified in
Section 5.1(f); or




          (d) either (i) permit the validity or effectiveness of this Indenture or any other Basic
Document to be impaired, or permit the Lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture except as may be expressly permitted
hereby, (ii) permit any Lien (other than the Lien of this Indenture) to be created on or extend to
or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or
the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by
operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or
omission of the related Obligor), or (iii) permit the Lien of this Indenture not to constitute a
valid first priority security interest in the Trust Estate (other than with respect to any such
tax, mechanics’ or other lien).




     SECTION 3.9 Annual Statement as to Compliance. The Issuing Entity shall deliver to the Indenture Trustee on or before March 15 of each
year, beginning March 15, 20___, an Officer’s Certificate signed by an Authorized Officer, dated as
of December 31 of the immediately preceding year, in each case stating that:



18









 





          (a) a review of the activities of the Issuing Entity during the preceding 12-month period (or,
with respect to the first such Officer’s Certificate, such period as shall have elapsed since the
[Initial] Closing Date) and of performance under this Indenture has been made under such Authorized
Officer’s supervision; and




          (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing
Entity has fulfilled all of its obligations under this Indenture throughout such period, or, if
there has been a default in the fulfillment of any such obligation, specifying each such default
known to such Authorized Officer and the nature and status thereof. A copy of such certificate may
be obtained by any Noteholder by a request in writing to the Issuing Entity addressed to the
Corporate Trust Office of the Indenture Trustee.




     SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust
Assets.



          (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless:




               (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or
merger shall be a Person organized and existing under the laws of the United States of America, or
any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and timely payment
of the principal of and interest on all Notes and the performance or observance of every agreement
and covenant of this Indenture on the part of the Issuing Entity to be performed or observed, all
as provided herein;



               (ii) immediately after giving effect to such merger or consolidation, no Default or Event of
Default shall have occurred and be continuing;



               (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction
and such Person;



               (iv) any action as is necessary to maintain the Lien created by this Indenture shall have been
taken; and



               (v) 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:




                    (A) that such consolidation or merger and such supplemental indenture comply with
this Section 3.10;




                    (B) that such consolidation or merger and such supplemental indenture shall have no
material adverse tax consequence to the Issuing Entity or any Financial Party; and




                    (C) that all conditions precedent herein provided for in this Section 3.10
have been complied with, which shall include any filing required by the Exchange Act.



19









 





          (b) Except as otherwise expressly permitted by this 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:




               (i) the Person that acquires such properties or assets of the Issuing Entity (1) shall be a
United States citizen or a Person organized and existing under the laws of the United States of
America or any State and (2) by an indenture supplemental hereto, executed and delivered to the
Indenture Trustee, in form satisfactory to the Indenture Trustee:




                    (A) expressly assumes the due and punctual payment of the principal of and interest
on all Notes and the performance or observance of every agreement and covenant of this
Indenture on the part of the Issuing Entity to be performed or observed, all as provided
herein;




                    (B) expressly agrees that all right, title and interest so sold, conveyed,
exchanged, transferred or otherwise disposed of shall be subject and subordinate to the
rights of the Secured Parties;




                    (C) unless otherwise provided in such supplemental indenture, expressly agrees to
indemnify, defend and hold harmless the Issuing Entity against and from any loss,
liability or expense arising under or related to this Indenture and the Notes; and




                    (D) expressly agrees that such Person (or if a group of Persons, then one specified
Person) shall make all filings with the Commission (and any other appropriate Person)
required by the Exchange Act in connection with the Notes;



               (ii) immediately after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;



               (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction
and such Person;



               (iv) any action as is necessary to maintain the Lien created by this Indenture shall have been
taken; and



               (v) 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:




                    (A) such sale, conveyance, exchange, transfer or disposition and such supplemental
indenture comply with this Section 3.10;




                    (B) such sale, conveyance, exchange, transfer or disposition and such supplemental
indenture have no material adverse tax consequence to the Trust or to any Financial
Parties; and



20









 






                    (C) all conditions precedent herein provided for in this Section 3.10 have
been complied with, which shall include any filing required by the Exchange Act.



     SECTION 3.11 Successor or Transferee.



          (a) Upon any consolidation or merger of the Issuing Entity in accordance with Section
3.10(a), the Person formed by or surviving such consolidation or merger (if other than the
Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power
of, the Issuing Entity under this Indenture and the other Basic Documents with the same effect as
if such Person had been named as the Issuing Entity herein.




          (b) Upon a conveyance or transfer of substantially all the assets and properties of the
Issuing Entity pursuant to Section 3.10(b), the Issuing Entity shall be released from every
covenant and agreement of this Indenture and the other Basic Documents to be observed or performed
on the part of the Issuing Entity with respect to the Notes immediately upon the delivery of
written notice to the Indenture Trustee from the Person acquiring such assets and properties
stating that the Issuing Entity is to be so released.




     SECTION 3.12 No Other Business. The Issuing Entity shall not engage in any business or activity other than acquiring,
holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the
Basic Documents, issuing the Notes and the Certificates, making payments on the Notes and
the Certificates and such other activities that are necessary, suitable or convenient to
accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the
Trust Agreement.



     SECTION 3.13 No Borrowing. The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable,
directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money
borrowed in respect of the Notes or otherwise in accordance with the Basic Documents.



     SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by this Indenture or the other Basic Documents, the Issuing Entity
shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on any obligation or
capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities
of, or any other interest in, or make any capital contribution to, any other Person.



     SECTION 3.15 Servicer’s Obligations. The Issuing Entity shall use its best efforts to cause the Servicer to comply with its
obligations under Section 3.10 of the Pooling and Servicing Agreement and Sections
4.01 and 4.02 of the Trust Sale and Servicing Agreement.



     SECTION 3.16 Capital Expenditures. The Issuing Entity shall not make any expenditure (whether by long-term or operating lease
or otherwise) for capital assets (either real, personal or intangible property) other than the
purchase of the Receivables and other property and rights from the Depositor pursuant to the Trust
Sale and Servicing Agreement.



21









 





     SECTION 3.17 Removal of Administrator. So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrator
without cause unless the Rating Agency Condition shall have been satisfied in connection with such
removal.



     SECTION 3.18 Restricted Payments. Except for payments of principal or interest on or redemption of the Notes, so long as any
Notes are Outstanding, the Issuing Entity shall not, directly or indirectly:



          (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether
in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a
beneficial interest in the Issuing Entity or otherwise, in each case with respect
to any ownership or equity interest or similar security in or of the Issuing Entity or to the
Servicer;




          (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity
interest or similar security; or




          (c) set aside or otherwise segregate any amounts for any such purpose;



provided, however, that the Issuing Entity may make, or cause to be made,
distributions to the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, and the
Financial Parties as permitted by, and to the extent funds are available for such purpose under,
the Trust Sale and Servicing Agreement, the Trust Agreement or the other Basic Documents. The
Issuing Entity shall not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with the Basic Documents.




     SECTION 3.19 Notice of Events of Default. The Issuing Entity agrees to give the Indenture Trustee and the Rating Agencies prompt
written notice of each Event of Default hereunder, each Servicer Default, each default on the part
of the Depositor or the Servicer of its respective obligations under the Trust Sale and Servicing
Agreement and each default on the part of the Seller or the Servicer of its respective obligations
under the Pooling and Servicing Agreement.



     SECTION 3.20 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuing Entity shall execute and deliver such
further instruments and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.



     SECTION 3.21 Indenture Trustee’s Assignment of Administrative Receivables and Warranty
Receivables. Upon receipt of the Administrative Purchase Payment, the Warranty Payment or the
Liquidation Proceeds with respect to an Administrative Receivable, a Warranty Receivable or a
Liquidating Receivable, as the case may be, the Servicer, the Warranty Purchaser, or the purchaser
and assignee of the Liquidating Receivable, as applicable, shall thereupon own such purchased or
repurchased Receivable, all monies due thereon, the security interest in the related Financed
Vehicle, proceeds from any Insurance Policies, proceeds from recourse against the Dealer on such
Receivable and the interests in certain rebates of premiums and other amounts relating to the
Insurance Policies and any documents relating thereto. Any



22









 




such Administrative Receivable,
Warranty Receivable or Liquidating Receivable shall be deemed to be automatically released from the
Lien of this Indenture without any action being taken by the Indenture Trustee upon payment of the
Administrative Purchase Payment or Warranty Payment or upon receipt of the Liquidation Proceeds, as
applicable, and the Servicer, Warranty Purchaser, or purchaser or assignee of the Liquidating
Receivable, as applicable, shall own, such Administrative Receivable, Warranty Receivable, or
Liquidating Receivable, as applicable, and all such security and documents, free of any further
obligation to the Indenture Trustee, the Noteholders or the Certificateholders with respect
thereto. If in any enforcement suit or legal proceeding it is held
that the Servicer or other purchaser of an Administrative Receivable, Warranty Receivable or
Liquidating Receivable 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 shall, at the
Servicer’s, Warranty Purchaser’s or such other purchaser’s or assignee’s expense, as applicable,
take such steps as the Servicer, Warranty Purchaser or such other purchaser or assignee deems
necessary to enforce the Receivable, including bringing suit in the Indenture Trustee’s name or the
names of the Noteholders or, pursuant to Section 4.4, the Certificateholders.




     SECTION 3.22 Representations and Warranties by the Issuing Entity to the Indenture
Trustee. The Issuing Entity hereby represents and warrants to the Indenture Trustee as follows:



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




          (b) All Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give the Indenture Trustee a first priority perfected security interest in the
Receivables shall have been made.




ARTICLE IV

SATISFACTION AND DISCHARGE




     SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to:
(i) rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed,
lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and
interest thereon; (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10,
3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under
Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and
4.4); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuing



23









 




Entity, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:




          (a) either:




               (i) all Notes theretofore authenticated and delivered (other than (A) Notes that have been
destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5
and (B) Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity
or discharged from such trust, as provided in Section 3.3) have been delivered to the
Indenture Trustee for cancellation; or



               (ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation:




                    (A) have become due and payable,




                    (B) will be due and payable on their respective Final Scheduled Distribution Dates
within one year, or




                    (C) are to be called for redemption within one year under arrangements satisfactory
to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee
in the name, and at the expense, of the Issuing Entity or such Notes have been redeemed
in accordance with Section 10.1,


and the Issuing Entity, in the case of clauses (A), (B) or (C) of
subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably
deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (which will mature prior to the date such amounts are payable), in trust
for such purpose, in an amount sufficient to pay and discharge the entire unpaid principal and
accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation
when due on the Final Scheduled Distribution Date for such Notes or the Redemption Date for such
Notes (if such Notes have been called for redemption pursuant to Section 10.1), as the case
may be;




          (b) the Issuing Entity has paid or caused to be paid all other sums payable hereunder or under
any Third Party Instrument by the Issuing Entity; and




          (c) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate of the
Issuing Entity, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an
Independent Certificate from a firm of certified public accountants, each meeting the applicable
requirements of Section 11.1(a) and each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have been complied with.




     SECTION 4.2 Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be
held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture,
to the payment, either directly or through any Paying Agent, as the Indenture Trustee may
determine, to the Holders of the particular Notes for the



24









 




payment or redemption of which such
monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest and to payment of any other Secured Party or any holder of any Third
Party Instrument of all sums, if any, due or to become due to any other Secured Party or any holder
of any Third Party Instrument under and in accordance with this Indenture; but such monies need not
be segregated from other funds except to the extent required herein, in the Trust Sale and
Servicing Agreement, or as required by law.




     SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the
Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of the Issuing Entity,
be paid to the Indenture Trustee to be held and applied according to Section 3.3 and
thereupon such Paying Agent shall be released from all further liability with respect to such
monies.



     SECTION 4.4 Duration of Position of Indenture Trustee. Notwithstanding the earlier payment in full of all principal and interest due to the
Noteholders under the terms of the Notes and the cancellation of the Notes pursuant to Section
3.1, the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder
for the benefit of the Certificateholders, for purposes of compliance with, and the Indenture
Trustee shall comply with, its obligations under Sections 5.01(a), 7.02 and
7.03 of the Trust Sale and Servicing Agreement, as appropriate, until such time as all
distributions due to the Certificateholders have been paid in full and in such capacity the
Indenture Trustee shall have the rights, benefits and immunities set forth in Article VI
hereof.



ARTICLE V

DEFAULT AND REMEDIES




     SECTION 5.1 Events of Default. For the purposes of this Indenture, “Event of Default” wherever used herein, means any one
of the following events:



          (a) failure to pay the full Note Class Interest Distributable Amount to the Controlling Class
on any Distribution Date, and such default shall continue for a period of five (5) days; or




          (b) except as set forth in Section 5.1(c), failure to pay any instalment of the
principal of any Note as and when the same becomes due and payable, and such default continues
unremedied for a period of thirty (30) days after there shall have been given, by registered or
certified mail, to the Servicer by the Indenture Trustee or to the Servicer and the Indenture
Trustee by the Holders of not less than 25% of the Outstanding Amount of the Controlling Class, a
written notice specifying such default and demanding that it be remedied and stating that such
notice is a “Notice of Default” hereunder; or




          (c) failure to pay in full the outstanding principal balance of any class of Notes by the
Final Scheduled Distribution Date for such class; or




          (d) default in the observance or performance in any material respect of any covenant or
agreement of the Issuing Entity made in this Indenture (other than a covenant or agreement, a
default in the observance or performance of which is elsewhere in this specifically




25









 







dealt with in
this Section 5.1) which failure materially and adversely affects the rights of the
Noteholders, and such default shall continue or not be cured, for a period of thirty (30) days
after there shall have been given, by registered or certified mail, to the Issuing Entity and the
Depositor (or the Servicer, as applicable) by the Indenture Trustee or to the Issuing Entity
and the Depositor (or the Servicer, as applicable) and the Indenture Trustee by the Holders of at
least 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such
default, demanding that it be remedied and stating that such notice is a “Notice of
Default” hereunder; or




          (e) the filing of a decree or order for relief by a court having jurisdiction in the premises
in respect of the Issuing Entity or any substantial part of the Trust Estate in an involuntary case
under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuing Entity or for any substantial part of the Trust Estate, or ordering
the winding-up or liquidation of the Issuing Entity’s affairs, and such decree or order shall
remain unstayed and in effect for a period of ninety (90) consecutive days; or




          (f) the commencement by the Issuing Entity of a voluntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the
Issuing Entity to the entry of an order for relief in an involuntary case under any such law, or
the consent by the Issuing Entity to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or
for any substantial part of the Trust Estate, or the making by the Issuing Entity of any general
assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its
debts as such debts become due, or the taking of action by the Issuing Entity in furtherance of any
of the foregoing.



The Issuing Entity shall deliver to the Indenture Trustee, within five (5) Business Days after
learning of the occurrence thereof, written notice in the form of an Officer’s Certificate of any
event which with the giving of notice and the lapse of time would become an Event of Default under
Section 5.1(d), its status and what action the Issuing Entity is taking or proposes to take
with respect thereto.




     SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.



          (a) If an Event of Default should occur and be continuing, then and in every such case, unless
the principal amount of the Notes shall have already become due and payable, either the Indenture
Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of
the Controlling Class may declare all the Notes to be immediately due and payable, by a notice in
writing to the Issuing Entity (and to the Indenture Trustee if given by the Noteholders) setting
forth the Event or Events of Default, and upon any such declaration the unpaid principal amount of
such Notes, together with accrued and unpaid interest thereon through the date of acceleration,
shall become immediately due and payable.




          (b) At any time after such declaration of acceleration of maturity of the Notes has been made
and before a judgment or decree for payment of the money due thereunder has been obtained by the
Indenture Trustee as hereinafter provided in this Article V, the Holders of




26









 







Notes
representing a majority of the Outstanding Amount of the Controlling Class, by written notice to
the Issuing Entity and the Indenture Trustee, may waive all Defaults set forth in the notice
delivered pursuant to Section 5.2(a), and rescind and annul such declaration and its
consequences; provided, that no such rescission and annulment shall extend to or
affect any other Default or impair any right consequent thereto; and provided
further, that if the Indenture Trustee shall have proceeded to enforce any right under this
Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission
and annulment or for any other reason, or such Proceedings shall have been determined adversely to
the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuing Entity and
the Noteholders, as the case may be, shall be restored respectively to their former positions and
rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuing Entity
and the Noteholders, as the case may be, shall continue as though no such Proceedings had been
commenced.




     SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.
The Issuing Entity covenants that if an Event of Default occurs and such Event of Default
has not been waived pursuant to Section 5.12 (or rescinded pursuant to Section
5.2(b)), the Issuing Entity shall, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the ratable benefit of the Noteholders in accordance with their respective outstanding
principal amounts, the whole amount then due and payable on such Notes for principal and interest,
with interest upon the overdue principal, at the rate borne by the Notes and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its
agents and counsel.



          (b) If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding
for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or
final decree, and may enforce the same against the Issuing Entity or other obligor upon such Notes
and may collect in the manner provided by law out of the property of the Issuing Entity or other
obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.




          (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more
particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its
rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee
shall deem most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by applicable law.




          (d) If there shall be pending, relative to the Issuing Entity or any other obligor upon the
Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under
Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency
or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or taken possession of
the Issuing Entity or its property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the




27









 







Notes, or
to the creditors or property of the Issuing Entity or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section 5.3, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:




               (i) to file and prove a claim or claims for the whole amount of principal and interest owing
and unpaid in respect of the Notes and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Indenture Trustee (including any claim for
reasonable compensation to the Indenture Trustee and each predecessor trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of
negligence or bad faith) and of the Noteholders allowed in such Proceedings;



               (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of
Notes in any election of a trustee, a standby trustee or Person performing similar functions in any
such Proceedings;



               (iii) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute all amounts received with respect to the claims of the Noteholders and of
the Indenture Trustee on their behalf; and



               (iv) to file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in
any judicial proceedings relative to the Issuing Entity, its creditors and its property;


and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee for
application in accordance with the priorities set forth in the Basic Documents, and, if the
Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the
Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and
each predecessor trustee except as a result of negligence or bad faith.




          (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize
or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.




          (f) All rights of action and of asserting claims under this Indenture, or under any of the
Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the
production thereof in any trial or other Proceedings relative thereto, and any such





28









 







Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor Trustee and their
respective agents and attorneys, shall be for the benefit of the Secured Parties in accordance with
the priorities set forth in the Basic Documents.




          (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be
necessary to make any Noteholder a party to any such Proceedings.




     SECTION 5.4 Remedies; Priorities.



          (a) If an Event of Default shall have occurred and be continuing and the Notes have been
accelerated under Section 5.2(a), the Indenture Trustee may do one or more of the following
(subject to Sections 5.3 and 5.5):




               (i) institute Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then due and payable on the Notes or under this Indenture with respect
thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and
collect from the Issuing Entity and any other obligor upon such Notes monies adjudged due;



               (ii) institute Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust Estate;



               (iii) exercise any remedies of a secured party under the UCC and take any other appropriate
action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders;
and



               (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or
more public or private sales called and conducted in any manner permitted by law or elect to have
the Issuing Entity maintain possession of the Receivables and continue to apply collections on such
Receivables as if there had been no declaration of acceleration; provided, however,
that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event
of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate
Outstanding Amount of the Notes consent thereto or (B) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full the principal of and the
accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an
Event of Default under Section 5.1(a), 5.1(b) or 5.1(c) or otherwise
arising from a failure to make a required payment of principal on any Notes, (y) the Indenture
Trustee determines that the Trust Estate will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as and when they would have become due if the
Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of
Holders of a
majority of the Outstanding Amount of the Controlling Class and (ii) ten (10) days’ prior
written notice of sale or liquidation has been given to the Rating Agencies. In determining such



29









 




sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose;



provided, however, that prior to the exercise of the right to sell all or any
portion of the Trust Estate as provided herein, the Indenture Trustee shall provide a notice in
writing to the Issuing Entity (with a copy to the Depositor and the Owner Trustee) (the “Event
of Default Sale Notice”) of its intention to sell all or any portion of the Trust Estate (the
part to be sold being the “Subject Estate”), and if the Subject Estate is less than all of
the Trust Estate, the portion of the Trust Estate to be sold. The Indenture Trustee shall not
consummate any sale until at least seven Business Days after the Event of Default Sale Notice has
been given to the Issuing Entity (with a copy to the Depositor).




          (b) If the Indenture Trustee collects any money or property pursuant to this Article
V, it shall pay out the money or property in the following order:





               FIRST: to the Indenture Trustee for amounts due under
Section 6.7 and then to the Owner Trustee for amounts due to
the Owner Trustee (not including amounts due for payments to the
Certificateholders) under the Trust Agreement or the Trust Sale and
Servicing Agreement; and




               SECOND: to the Collection Account, for distribution pursuant to
Sections 8.01(b) and 8.01(e) of the Trust Sale and
Servicing Agreement.



     SECTION 5.5 Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.2 following
an Event of Default and such declaration and its consequences have not been rescinded and annulled
in accordance with Section 5.2(b), the Indenture Trustee may, but need not, elect to take
and maintain possession of the Trust Estate. It is the desire of the parties hereto and the
Secured Parties that there be at all times sufficient funds for the payment of the Secured
Obligations to the Secured Parties and the Indenture Trustee shall take such desire into account
when determining whether or not to take and maintain possession of the Trust Estate. In
determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment banking or accounting
firm of national reputation as to the feasibility of such proposed action and as to the sufficiency
of the Trust Estate for such purpose.



     SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless:



          (a) such Holder has previously given written notice to the Indenture Trustee of a continuing
Event of Default;




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          (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have
made written request to the Indenture Trustee to institute such Proceeding in respect of such Event
of Default in its own name as Indenture Trustee hereunder;




          (c) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against
the costs, expenses and liabilities to be incurred in complying with such request;




          (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and
offer of indemnity has failed to institute such Proceedings; and




          (e) no direction inconsistent with such written request has been given to the Indenture
Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Amount of
the Controlling Class;



it being understood and intended that no one or more Holders of Notes shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb
or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders of Notes or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable (on the basis of the respective aggregate
amount of principal and interest, respectively, due and unpaid on the Notes held by each
Noteholder) and common benefit of all holders of Notes. For the protection and enforcement of the
provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief
as can be given either at law or in equity.




          If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from
two or more groups of Holders of Notes, each representing less than a majority of the Outstanding
Amount of the Controlling Class, the Indenture Trustee in its sole discretion may determine what
action, if any, shall be taken, notwithstanding any other provisions of this Indenture.




     SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have
the right, which is absolute and unconditional, to receive payment of the principal of and interest
on such Note on or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to
institute suit for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.



     SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored severally to their
respective former positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.



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     SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.



     SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any
right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy
or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every
right and remedy given by this Article V or by law to the Indenture Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.



     SECTION 5.11 Control by Noteholders. The Holders of a majority of the Outstanding Amount of the Controlling Class shall, subject
to provision being made for indemnification against costs, expenses and liabilities in a form
satisfactory to the Indenture Trustee, have the right to direct in writing the time, method and
place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect
to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided,
however, that:



          (a) such direction shall not be in conflict with any rule of law or with this Indenture;




          (b) subject to the express terms of Section 5.4, any direction to the Indenture
Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not
less than 100% of the Outstanding Amount of the Notes;




          (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture
Trustee elects to retain the Trust Estate pursuant to Section 5.5, then any direction to
the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of
the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and




          (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction;



provided, however, that, subject to Section 6.1, the Indenture Trustee need
not take any action that it determines might cause it to incur any liability or might materially
adversely affect the rights of any Noteholders not consenting to such action.




     SECTION 5.12 Waiver of Past Defaults.



          (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in
Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the
Controlling Class may waive any past Default or Event of Default and its consequences except a
Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a




32









 







covenant or provision hereof which cannot be modified or amended without the consent of the Holder
of each Note. In the case of any such waiver, the Issuing Entity, the Indenture Trustee and the
Noteholders shall be restored to their respective former positions and rights hereunder; but no
such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.




          (b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been
cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any right consequent
thereto.




     SECTION 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in
any Proceeding for the enforcement of any right or remedy under this Indenture, or in any
Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the
costs of such Proceeding, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due
regard to the merits and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to:



          (a) any Proceeding instituted by the Indenture Trustee;




          (b) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding
in the aggregate more than 10% of the Outstanding Amount of the Controlling Class; or




          (c) any Proceeding instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates expressed in such Note
and in this Indenture (or, in the case of redemption, on or after the Redemption Date).




     SECTION 5.14 Waiver of Stay or Extension Laws. The Issuing Entity covenants (to the extent that it may lawfully do so) that it shall not
at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture. The Issuing Entity (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not hinder, delay or impede the execution of any power herein
granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted.



     SECTION 5.15 Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this
Indenture shall not be affected by the seeking, obtaining or application of any other relief under
or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by
the Indenture Trustee against the Issuing Entity or



33









 




by the levy of any execution under such
judgment upon any portion of the Trust Estate or upon any of the assets of the Issuing Entity. Any
money or property collected by the Indenture Trustee shall be applied in accordance with
Section 5.4(b).




     SECTION 5.16 Performance and Enforcement of Certain Obligations.



          (a) Promptly following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture
Trustee may request to compel or secure the performance and observance by the Depositor and the
Servicer of their respective obligations to the Issuing Entity under or in connection with the
Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement or by GMAC of its
obligations under or in connection with the Pooling and Servicing Agreement in accordance with the
terms thereof or by any obligor under a Third Party Instrument of its obligations under or in
accordance with the Third Party Instrument in accordance with the terms thereof, and to exercise
any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under
or in connection with the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement
and any Third Party Instrument to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Depositor, the Servicer, or any
obligor under a Third Party Instrument thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Depositor or the Servicer or any
obligor under a Third Party Instrument of their respective obligations under the Trust Sale and
Servicing Agreement, the Pooling and Servicing Agreement and any Third Party Instrument.




          (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at
the direction (which direction shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Controlling Class shall,
exercise all rights, remedies, powers, privileges and claims of the Issuing Entity against the
Depositor, the Servicer or any obligor under a Third Party Instrument under or in connection with
the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement or a Third Party
Instrument, including the right or power to take any action to compel
or secure performance or observance by the Depositor or the Servicer of each of their
obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Trust Sale and Servicing Agreement, and any right of the
Issuing Entity to take such action shall be suspended.




          (c) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at
the direction (which direction shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all
rights, remedies, powers, privileges and claims of the Depositor against GMAC under or in
connection with the Pooling and Servicing Agreement, including the right or power to take any
action to compel or secure performance or observance by GMAC of each of its obligations to the
Depositor thereunder and to give any consent, request, notice, direction, approval, extension or
waiver under the Pooling and Servicing Agreement, and any right of the Depositor to take such
action shall be suspended.




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ARTICLE VI

THE INDENTURE TRUSTEE




     SECTION 6.1 Duties of Indenture Trustee.



          (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall
exercise the rights and powers vested in it by this Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.




          (b) Except during the continuance of an Event of Default:




               (i) the Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and the Trust Sale and Servicing Agreement and no implied
covenants or obligations shall be read into this Indenture, the Trust Sale and Servicing Agreement
or any other Basic Document against the Indenture Trustee; and



               (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of
this Indenture; provided, however, that the Indenture Trustee shall examine the
certificates and opinions to determine whether or not they conform to the requirements of this
Indenture.



          (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:




               (i) this Section 6.1(c) does not limit the effect of Section 6.1(b);



               (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining
the pertinent facts; and



               (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits
to take in good faith in accordance with a direction received by it pursuant to any provision of
this Indenture or any other Basic Document.



          (d) The Indenture Trustee shall not be liable for interest on any money received by it except
as the Indenture Trustee may agree in writing with the Issuing Entity.




          (e) Money held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of this Indenture or the Trust Sale and Servicing
Agreement or the Trust Agreement.




          (f) No provision of this Indenture or any other Basic Document shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or powers, if it




35









 







shall have
reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.




          (g) Every provision of this Indenture and each other Basic Document relating to the Indenture
Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the
TIA.




          (h) The Indenture Trustee shall have no liability or responsibility for the acts or omissions
of any other party to any of the Basic Documents.




          (i) In no event shall the Indenture Trustee be liable for any damages in the nature of
special, indirect or consequential damages, however styled, including lost profits.




          (j) If and for so long as Certificates representing in the aggregate a 100% beneficial
interest in the Trust are held by the Depositor, the Indenture Trustee shall make distributions to
the Depositor, rather than the Certificate Distribution Account, under the circumstances described
in Section 5.2 of the Trust Agreement.




     SECTION 6.2 Rights of Indenture Trustee.



          (a) The Indenture Trustee may rely on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact
or matter stated in the document.




          (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s
Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of
Counsel.




          (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys or a custodian or nominee,
and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of,
or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care
by it hereunder.




          (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good
faith which it believes to be authorized or within its rights or powers; provided,
however, that the Indenture Trustee’s conduct does not constitute willful misconduct,
negligence or bad faith.




          (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken, omitted or suffered by
it hereunder in good faith and in accordance with the advice or opinion of such counsel.




36









 








          (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders pursuant to this
Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity
satisfactory to the Indenture Trustee against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.




          (g) The Indenture Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Indenture Trustee, in its direction, may make such further inquiry or
investigation into such facts or matters as it may see fit.




          (h) The Indenture Trustee shall not be deemed to have notice of any Default, Event of Default
or Servicer Default unless a Responsible Officer of the Indenture Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the
Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice
references the Securities and this Indenture.




          (i) The rights, privileges, protections, immunities and benefits given to the Indenture
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Indenture Trustee in each of its capacities hereunder, including its capacity
under Section 4.4 hereof, and in connection with the performance of any of its duties or
obligations under any of the Basic Documents.




     SECTION 6.3 Indenture Trustee May Own Notes. The Indenture Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuing Entity, the Servicer or any of their
respective Affiliates with the same rights it would have if it were not Indenture Trustee;
provided, however, that the Indenture Trustee shall comply with Sections 6.10 and
6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same
with like rights.



     SECTION 6.4 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of any Basic Document, including this Indenture or the Notes, it shall not be
accountable for the Issuing Entity’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Issuing Entity in the Indenture or in any document issued
in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s
certificate of authentication.



     SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the
Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within
the later of (a) ninety (90) days after it occurs or (b) ten (10) days after it is known to a
Responsible Officer of the Indenture Trustee. Except in the case of a Default in payment of
principal of or interest on any Note, the Indenture Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that withholding the notice is
in the interests of Noteholders.



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     SECTION 6.6 Reports by Indenture Trustee.



          (a) The Indenture Trustee shall deliver to each Noteholder the documents and information set
forth in Article VII and, in addition, all such information with respect to the Notes as
may be required to enable such Holder to prepare its federal and state income tax returns.




          (b) The Indenture Trustee shall:




               (i) deliver to the Depositor, the Owner Trustee and the Servicer a report of its assessment of
compliance with the Servicing Criteria regarding general servicing, cash and collection
administration, investor remittances and reporting, and pool asset administration during the
preceding calendar year, including disclosure of any material instance of non-compliance identified
by the Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item
1122 of Regulation AB under the Securities Act;



               (ii) cause a firm of registered public accountants that is qualified and independent within
the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor,
the Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule
13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with
Servicing Criteria with respect to the prior calendar year for inclusion in the Issuing Entity’s
10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act; and



               (iii) deliver to the Depositor and any other Person that will be responsible for signing the
certification (a “Sarbanes Certification”) required by Rule 13a-14(d) and Rule 15d-14(d)
under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the
Issuing Entity or the Depositor with respect to this securitization transaction a certification
substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon
by the Depositor and the Indenture Trustee; the Indenture Trustee acknowledges that the parties
identified in this clause (iii) may rely on the certification provided
by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and
filing such with the Commission.



          (c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15
of each year that a 10-K filing is required to be filed by the Issuing Entity, beginning March 15,
20___, unless the Issuing Entity is not required to file periodic reports under the Exchange Act or
any other law, in which case such reports may be delivered on or before April 30 of each calendar
year, beginning April 30, 20___.




     SECTION 6.7 Compensation; Indemnity.



          (a) The Issuing Entity shall cause the Servicer pursuant to Section 3.09 of the
Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee’s compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuing Entity shall cause the Servicer
pursuant to Section 3.09 of the Pooling and Servicing Agreement to reimburse the Indenture




38









 







Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents,
external counsel, accountants and experts. The Issuing Entity shall cause the Servicer to
indemnify the Indenture Trustee in accordance with Section 6.01 of the Trust Sale and
Servicing Agreement.




          (b) The Issuing Entity’s obligations to the Indenture Trustee pursuant to this Section
6.7 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses
after the occurrence of a Default specified in Section 5.1(e) or 5.1(f) with
respect to the Issuing Entity, the expenses are intended to constitute expenses of administration
under Title 11 of the United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.




     SECTION 6.8 Replacement of Indenture Trustee.



          (a) The Indenture Trustee may at any time give notice of its intent to resign by so notifying
the Issuing Entity; provided, however, that no such resignation shall become
effective and the Indenture Trustee shall not resign prior to the time set forth in Section
6.8(c). The Holders of a majority in Outstanding Amount of the Controlling Class may remove
the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee. Such resignation or removal shall become effective in accordance with Section
6.8(c). The Issuing Entity shall remove the Indenture Trustee if:




               (i) the Indenture Trustee fails to comply with Section 6.11;



               (ii) the Indenture Trustee is adjudged bankrupt or insolvent;



               (iii) a receiver or other public officer takes charge of the Indenture Trustee or its
property; or



               (iv) the Indenture Trustee otherwise becomes incapable of acting.



          (b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a
vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall
promptly appoint and designate a successor Indenture Trustee.




          (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment and
designation to the retiring Indenture Trustee and to the Issuing Entity. Thereupon the resignation
or removal of the retiring Indenture Trustee shall become effective and the successor Indenture
Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture.
The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The
retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.




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          (d) If a successor Indenture Trustee does not take office within sixty (60) days after the
Indenture Trustee gives notice of its intent to resign or is removed, the retiring Trustee, the
Issuing Entity or the Holders of a majority of the Outstanding Amount of the Controlling Class may
petition any court of competent jurisdiction for the appointment and designation of a successor
Indenture Trustee.




          (e) If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.




          (f) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section
6.8, the Issuing Entity’s obligations under Section 6.7 and the Servicer’s
corresponding obligations under the Trust Sale and Servicing Agreement and the Pooling and
Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee.




     SECTION 6.9 Merger or Consolidation of Indenture Trustee.



          (a) Any corporation into which the Indenture Trustee may be merged or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to which the Indenture
Trustee shall be a party, or any corporation succeeding to the corporate trust business of the
Indenture Trustee, shall be the successor of the Indenture Trustee under this Indenture;
provided, however, that such corporation shall be eligible under the provisions of
Section 6.11, without the execution or filing of any instrument or any further act on the
part of any of the parties to this Indenture, anything in this Indenture to the contrary
notwithstanding.




          (b) If at the time such successor or successors by merger or consolidation to the Indenture
Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been
authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Indenture Trustee. In all such cases such certificate of
authentication shall have the same full force as is provided anywhere in the Notes or herein with
respect to the certificate of authentication of the Indenture Trustee.




     SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.



          (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of
meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any
Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may
execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and
to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties
(only to the extent expressly provided herein), such title to the Trust Estate, or any part hereof,
and, subject to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or




40









 







separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.8.




          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed
and act subject to the following provisions and conditions:




               (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee
shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such
separate trustee or co-trustee jointly (it being understood that such separate trustee or
co-trustee is not authorized to act separately without the Indenture Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any particular act or acts are
to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the holding of title to
the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee, but solely at the direction of the Indenture
Trustee;



               (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any
other trustee hereunder; and



               (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate
trustee or co-trustee.



          (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to
have been given to each of the then separate trustees and co-trustees, as effectively as if given
to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this Indenture,
specifically including every provision of this Indenture relating to the conduct of, affecting the
liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be
filed with the Indenture Trustee.




          (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, 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 Indenture on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor
trustee.




     SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The
Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in
its most recent published annual report of condition and (unless waived by Moody’s Investors
Service, Inc.) it shall have a long term



41









 




unsecured debt rating of Baa3 or better by Moody’s
Investors Service, Inc. The Indenture Trustee shall comply with TIA § 310(b); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures
under which other securities of the Issuing Entity are outstanding if the requirements for such
exclusion set forth in TIA § 310(b)(1) are met.




     SECTION 6.12 Preferential Collection of Claims Against Issuing Entity. The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b). A trustee who has resigned or been removed shall be subject to TIA §
311(a) to the extent indicated.



     SECTION 6.13 Representations and Warranties of Indenture Trustee. The Indenture Trustee represents and warrants as of the [Initial] Closing Date that:



          (a) the Indenture Trustee (i) is a [                    ] and (ii) satisfies the eligibility criteria set
forth in Section 6.11;




          (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and
perform this Indenture, and has taken all necessary action to authorize the execution, delivery and
performance by it of this Indenture;




          (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i)
shall not violate any provision of any law or regulation governing the banking and trust powers of
the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or
governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not
violate any provision of the corporate charter or by-laws of the Indenture Trustee, or (iii) shall
not violate any provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any Lien on any properties included in the Trust
Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or Lien could reasonably be expected
to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform
its duties under this Indenture or on the transactions contemplated in this Indenture;




          (d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall
not require the authorization, consent or approval of, the giving of notice to, the filing or
registration with, or the taking of any other action in respect of, any governmental authority or
agency regulating the banking and corporate trust activities of the Indenture Trustee; and




          (e) this Indenture has been duly executed and delivered by the Indenture Trustee and
constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in
accordance with its terms.




     SECTION 6.14 Indenture Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and
enforced by the Indenture Trustee without the possession of any of the Notes or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture
Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall,



42









 




after provision for the payment of the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the
Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of
which such judgment has been obtained.




     SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and be continuing, the Indenture Trustee, in its
discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce
its rights and the rights of the Noteholders under this Indenture by Proceeding whether for the
specific performance of any covenant or agreement contained in this Indenture or in aid of the
execution of any power granted in this Indenture or for the enforcement of any other legal,
equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem most
effectual to protect and enforce any of the rights of the Indenture Trustee or the Noteholders.



     SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee. Holders of Notes evidencing not less than a majority of the Outstanding Amount of the
Controlling Class shall have the right to direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power
conferred on the Indenture Trustee; provided, however, that subject to Section 6.1, the
Indenture Trustee shall have the right to decline to follow any such direction if the Indenture
Trustee being advised by counsel determines that the action so directed may not lawfully be taken,
or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed would be illegal or subject it to personal liability or be unduly
prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that
nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed
proper by the Indenture Trustee and which is not inconsistent with such direction by the
Noteholders.



ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS




     SECTION 7.1 Issuing Entity To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuing Entity shall furnish or cause to be furnished by the Servicer to the Indenture
Trustee (a) not more than five (5) days before each Distribution Date a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of
the close of business on the related Record Date, and (b) at such other times as the Indenture
Trustee may request in writing, within fourteen (14) days after receipt by the Issuing Entity of
any such request, a list of similar form and content as of a date not more than ten (10) days prior
to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the
Note Registrar, no such list shall be required to be furnished.



     SECTION 7.2 Preservation of Information, Communications to Noteholders.



          (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of the Holders of Notes contained in the most recent list furnished to the
Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of
Notes received by the Indenture Trustee in its capacity as Note Registrar. The




43









 







Indenture Trustee
may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new
list so furnished.




          (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect
to their rights under this Indenture or under the Notes.




          (c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection
of TIA § 312(c).




     SECTION 7.3 Reports by Issuing Entity.



          (a) The Issuing Entity shall:




               (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, 20___, 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.




44









 








          (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 [Initial] 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, [during the Amortization Period,] 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:




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                    (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;




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




                    (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) [During the Amortization Period,] unless otherwise provided in clause (iii)
below, (A) an amount equal to the Aggregate Noteholders’ Principal Distributable Amount (or such
lesser amount as has been deposited in the Note Distribution Account pursuant to Section
4.06(e) of the Trust Sale and Servicing Agreement with respect to payments of principal) 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) to the Class A-1 Notes, until the Outstanding Amount of the
Class A-1 Notes is reduced to zero;




                         (2) to the Class A-2 Notes, until the Outstanding Amount of the
Class A-2 Notes is reduced to zero;




                         (3) to the Class A-3 Notes, until the Outstanding Amount of the
Class A-3 Notes is reduced to zero;




                         (4) to the Class A-4 Notes until the Outstanding Amount of the Class
A-4 Notes is reduced to zero;




                         (5) to the Class B Notes, until the Outstanding Amount of the Class
B Notes is reduced to zero;




                         (6) to the Class C Notes, until the Outstanding Amount of the Class
C Notes is reduced to zero; and




                         (7) 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




46









 





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




47









 







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;


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               (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);



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               (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.




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     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



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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. 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:




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               (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



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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




54









 







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.




          (c) The ownership of Notes shall be proved by the Note Register.




          (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any 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.




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          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.




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     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



57









 







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



58









 







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.



*     *     *     *     *




59









 





          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 ____-_	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	[                    ], not in its individual capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[                    ], not in its individual capacity but solely as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






 









 





STATE OF [                    ]        )




                                                   ) ss




COUNTY OF [                    ]      )




          BEFORE ME, the undersigned authority, a Notary Public
in and for said county and state, on this day
personally appeared [                    ], 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 ___-_, 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
[___]th day of                     , 20___.




 Notary Public in and for the State of [                    ]





My commission expires:




                                        




 









 





STATE OF [                    ]        )




                                                   ) ss




COUNTY OF [                    ]      )




          BEFORE ME, the undersigned authority, a Notary Public
in and for said county and state, on this day
personally appeared [                    ], 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 [                    ], a
[                    ], and that he executed the same as the act
of said [                    ] for the purpose and consideration
therein stated.




          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this [___]th
day of                     , 20___.




 Notary Public in and for the State of [                    ]





My commission expires:




                                        




 









 





EXHIBIT A




LOCATIONS OF SCHEDULE OF [INITIAL] RECEIVABLES [AND

ANY SCHEDULE OF ADDITIONAL RECEIVABLES]



The Schedule of [Initial] Receivables [and any Schedule of Additional Receivables] are 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



C-1-1









 




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 -




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




          CAPITAL AUTO RECEIVABLES ASSET TRUST        — , 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 ___, 20___(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 payments of






C-1-3









 







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: _____, 20__	 	 
	 
	 	 	 	 
	CAPITAL AUTO RECEIVABLES ASSET TRUST ____-_	 	 
	 
	 	 	 	 
	By:

	 	[                    ], 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.




	 	 	 	 	 
	 	[                    ], 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 ___%] [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                     , 20___
(such indenture, as amended or supplemented, is herein called the “Indenture”), between the
Issuing Entity and [                    ], 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 INDENTURE TRUSTEE AND THE DEPOSITOR, AND (B) THE INDENTURE
TRUSTEE



C-2-1









 




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 OWNER, A BENEFICIAL INTEREST IN A [CLASS A-1A] [CLASS
A-1B] NOTE, COVENANTS AND AGREES THAT BY ACCEPTING THE BENEFITS OF THE



C-2-2









 




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 -




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




          CAPITAL AUTO RECEIVABLES ASSET TRUST  — , 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 ___, 20___(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
Distribution Date, the outstanding principal balance on the Closing Date)). Interest on the [Class
A-1a]






C-2-3









 







[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-2-4









 





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




	 	 	 	 	 
	Dated:                     , 20__	 	 
	 
	 	 	 	 
	CAPITAL AUTO RECEIVABLES ASSET TRUST -	 	 
	 
	 	 	 	 
	By:

	 	[                    ], 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.




	 	 	 	 	 
	 	[                    ], 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      %] [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                     , 20___
(such indenture, as amended or supplemented, is herein called the “Indenture”), between the
Issuing Entity and [                    ], 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.




          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 [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.




          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 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.




          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-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)




     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-2-9









 





EXHIBIT C-3




FORM OF [CLASS A-2], [CLASS A-3], [CLASS A-4], [CLASS B] AND [CLASS C]

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 ____-_




[CLASS A-2] [CLASS A-3] [CLASS A-4] [CLASS B] [CLASS C] ___% ASSET BACKED

NOTES




          CAPITAL AUTO RECEIVABLES ASSET TRUST ___-_, 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-2] [Class A-3] [Class A-4] [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 A-2] [Class A-3] [Class A-4] [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 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






C-3-1









 







shall be due on the Redemption Date. The Issuing Entity shall pay interest on this Note at
the rate per annum shown above on each Distribution Date until the principal of this Note is paid
or made available for payment on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the preceding
Distribution Date (or, for the initial Distribution Date, the outstanding principal balance on the
[Initial] Closing Date)). Interest on the [Class A-2] [Class A-3] [Class A-4] [Class B] [Class C]
Notes will accrue from and including the [Initial] 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-2] [Class A-3] [Class A-4] [Class B] [Class C]. 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, an [___] 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:                     , 20__	 	 
	 
	 	 	 	 
	CAPITAL AUTO RECEIVABLES ASSET TRUST ____-_	 	 
	 
	 	 	 	 
	By:

	 	[                    ], 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.




	 	 	 	 	 
	 	[                    ], 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-2] [Class A-3] [Class A-4] [Class B] [Class C] ___% Asset Backed Notes (herein called
the “[Class A-2] [Class A-3] [Class A-4] [Class B] [Class C] Notes”), all issued under an
indenture, dated as of                     , 20___(such indenture, as amended or supplemented, is herein called
the “Indenture”), between the Issuing Entity and [                    ], 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-2] [Class A-3] [Class A-4] [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 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-2] [Class A-3] [Class A-4] [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 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 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)




     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-3-7









 










EXHIBIT C-4




FORM OF [CLASS A-2] [CLASS A-3] [CLASS A-4] [CLASS B] [CLASS C]

FLOATING 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 ____-_




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

BACKED NOTES




          CAPITAL AUTO RECEIVABLES ASSET TRUST ___-_, 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 initial aggregate
principal amount for such [Class A-2] [Class A-3] [Class A-4] [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 A-2] [Class A-3] [Class A-4] [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 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






C-4-1









 







shall be 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 [Initial] Closing Date)). Interest on
the [Class A-2] [Class A-3] [Class A-4] [Class B] [Class C] Notes will accrue from and including
the [Initial] 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-2] [Class A-3]
[Class A-4] [Class B] [Class C] 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 [Initial] 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-2] [Class A-3] [Class
A-4] [Class B] [Class C] 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-4-2









 





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




	 	 	 	 	 
	Dated:                     , 20__	 	 
	 
	 	 	 	 
	CAPITAL AUTO RECEIVABLES ASSET TRUST ____-_	 	 
	 
	 	 	 	 
	By:

	 	[___], 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.




	 	 	 	 	 	 	 
	 	 	[                    ], 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-2] [Class A-3] [Class A-4] [Class B] [Class C] Floating Rate Asset Backed Notes (herein
called the “[Class A-2] [Class A-3] [Class A-4] [Class B] [Class C]”), all issued under an
indenture, dated as of ___, 20___(such indenture, as amended or supplemented, is herein called
the “Indenture”), between the Issuing Entity and [                    ], 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-2] [Class A-3] [Class A-4] [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 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-2] [Class A-3] [Class A-4] [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 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 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-4-4









 








          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 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.




          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-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)




     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-4-7









 










EXHIBIT C-5




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-5-1









 




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-5-2









 




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 _____-_

CLASS D      % ASSET BACKED NOTES




          CAPITAL AUTO RECEIVABLES ASSET TRUST ______-_, 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 ______, 20___
(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
[Initial] Closing Date)). Interest on the Class D Notes will accrue from and including the
[Initial] Closing Date and will be payable on each Distribution Date in an amount equal to the Note
Class Interest Distributable



C-5-3









 






Amount for such 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,
an [___] 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: ______, 20__




CAPITAL AUTO RECEIVABLES ASSET TRUST
____-_




	 	 	 	 	 
	By:

	 	[___], 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.




	 	 	 	 	 	 	 
	 	 	[__________], 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 D      % Asset Backed Notes (herein called the “Class D Notes”), all issued under an
indenture, dated as of ______, 20___(such indenture, as amended or supplemented, is herein called
the “Indenture”), between the Issuing Entity and [______], 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.




C-5-6









 








          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-5-7









 




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-5-8









 





ASSIGNMENT



Social Security or taxpayer I.D. or other identifying number of assignee



                                                                  




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


 



 



(name and address of assignee)




     the within 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-5-9









 










EXHIBIT D




FORM OF CERTIFICATION



Re: the ______dated as of ______,
20___(the “Agreement”), among
                 
                 
                 
                 
                
                
                
                
        .




     I, ______, the ______of [______] (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:
	 	[___], not in its individual capacity	 	 
	 	 	but solely as Indenture Trustee	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






D-1