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EXECUTION COPY
 Exhibit 4.3
 
 POOLING AND SERVICING AGREEMENT
 BETWEEN
 CAPITAL AUTO RECEIVABLES, INC.
 AND
 GENERAL MOTORS ACCEPTANCE CORPORATION
 DATED AS OF FEBRUARY 16, 2006




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PageARTICLE I DEFINITIONS
    
    
    1SECTION 1.01
    
    Definitions.
    
    
    1SECTION 1.02
    
    Owner of a Receivable.
    
    
    2ARTICLE II PURCHASE AND SALE OF RECEIVABLES
    
    
    2SECTION 2.01
    
    Purchase and Sale of Receivables.
    
    
    2SECTION 2.02
    
    Receivables Purchase Price.
    
    
    3SECTION 2.03
    
    The Closing.
    
    
    3SECTION 2.04
    
    Custody of Receivable Files.
    
    
    3ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES
    
    
    4SECTION 3.01
    
    Duties of the Servicer.
    
    
    4SECTION 3.02
    
    Collection of Receivable Payments.
    
    
    5SECTION 3.03
    
    Rebates on Full Prepayments on Scheduled Interest Receivables.
    
    
    5SECTION 3.04
    
    Realization Upon Liquidating Receivables.
    
    
    5SECTION 3.05
    
    Maintenance of Insurance Policies.
    
    
    6SECTION 3.06
    
    Maintenance of Security Interests in Vehicles.
    
    
    6SECTION 3.07
    
    Covenants, Representations and Warranties of the Servicer.
    
    
    6SECTION 3.08
    
    Purchase of Receivables Upon Breach of Covenant.
    
    
    8SECTION 3.09
    
    Basic Servicing Fee; Payment of Certain Expenses by Servicer.
    
    
    8SECTION 3.10
    
    Servicers Accounting.
    
    
    8SECTION 3.11
    
    Application of Collections.
    
    
    9ARTICLE IV REPRESENTATIONS AND WARRANTIES
    
    
    10SECTION 4.01
    
    Representations and Warranties as to the Receivables.
    
    
    10SECTION 4.02
    
    Additional Representations and Warranties of GMAC.
    
    
    13SECTION 4.03
    
    Representations and Warranties of CARI.
    
    
    14ARTICLE V ADDITIONAL AGREEMENTS
    
    
    15SECTION 5.01
    
    Conflicts With Further Transfer and Servicing Agreements.
    
    
    15SECTION 5.02
    
    Protection of Title.
    
    
    15SECTION 5.03
    
    Other Liens or Interests.
    
    
    15SECTION 5.04
    
    Repurchase Events.
    
    
    16SECTION 5.05
    
    Indemnification.
    
    
    16SECTION 5.06
    
    Further Assignments.
    
    
    16SECTION 5.07
    
    Pre-Closing Collections.
    
    
    16ARTICLE VI CONDITIONS
    
    
    17SECTION 6.01
    
    Conditions to Obligation of CARI.
    
    
    17SECTION 6.02
    
    Conditions to Obligation of GMAC.
    
    
    17ARTICLE VII MISCELLANEOUS PROVISIONS
    
    
    18SECTION 7.01
    
    Amendment.
    
    
    18SECTION 7.02
    
    Survival.
    
    
    18SECTION 7.03
    
    Notices.
    
    
    18SECTION 7.04
    
    Governing Law.
    
    
    18SECTION 7.05
    
    Waivers.
    
    
    18SECTION 7.06
    
    Costs and Expenses.
    
    
    18SECTION 7.07
    
    Confidential Information.
    
    
    18
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PageSECTION 7.08
    
    Headings.
    
    
    18SECTION 7.09
    
    Counterparts.
    
    
    19SECTION 7.10
    
    No Petition Covenant.
    
    
    19SECTION 7.11
    
    Limitations on Rights of Others.
    
    
    19EXHIBIT A
    
    Form of First Step Receivables AssignmentSCHEDULE A
    
    Schedule of ReceivablesAPPENDIX A
    
    Definitions, Rules of Construction and NoticesAPPENDIX B
    
    Additional Representations and Warranties
 ii




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CARI GMAC Servicer
   Issuer
 Securities
 Further Transfer and Servicing Agreements
 Interested Parties
  ARTICLE I
DEFINITIONS
 Definitions. Appendix A the Agreement this Agreement
 1




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Appendix A
 Owner of a Receivable. Owner provided Owner Section 3.08 5.04
 ARTICLE II
PURCHASE AND SALE OF RECEIVABLES
 Purchase and Sale of Receivables
 Purchase
      clauses (i) (v)
 2




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clauses (i) (vi) Purchased Property
   Receivables Purchase Price
 First Step Receivables Assignment
 The Closing.
  Custody of Receivable Files.
  3




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ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES
 Duties of the Servicer.
 Section 3.02
 Section 3.01 Section 3.04 Section
3.01
 4




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Section 3.01
 Section 3.01
 Collection of Receivable Payments. Section 3.07(a)(iii)
 Rebates on Full Prepayments on
Scheduled Interest Receivables.
 Realization Upon Liquidating Receivables.
 5




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Maintenance of Insurance Policies.
 Maintenance of Security Interests in Vehicles.
 Covenants, Representations and Warranties of the Servicer.
  Liens in Force
 No Impairment
 6




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No Modifications
 Sections 4.01 and 4.02
 Organization and Good Standing
 Due Qualification
 Power and Authority
 Binding Obligation
 No Violation
 7




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No Proceedings
 Purchase of Receivables Upon Breach of Covenant. Sections 3.06 and 3.07(a)
 Basic Servicing Fee; Payment of Certain Expenses by Servicer.
 Servicers Accounting.
 8




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Sections 3.08 or 5.04
 Application of Collections.
 Section 3.11(a)
  Section
3.11(a)
 9




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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
 Representations and Warranties as to the Receivables.
  General
        Receivables Section
4.01(a)(i)
 10




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Creation, Perfection and Priority of Security Interests
 Schedule of Receivables
 Compliance With Law
 Binding Obligation
 Security Interest in Financed Vehicle
 11




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Receivables In Force
 No Waiver
 No Defenses
 No Liens
 Insurance
 Good Title
 Lawful Assignment
 All Filings Made
 One Original
 No Documents or Instruments negotiable instrument negotiable document of title
 No Amendment
 12




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Additional Representations and Warranties of GMAC.
 Organization and Good Standing
 Due Qualification
 Power and Authority
 Valid Sale; Binding Obligation
 No Violation
 13




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No Proceedings
 Representations and Warranties of CARI.
 Organization and Good Standing
 Due Qualification
 Power and Authority
 No Violation
 No Proceedings
 14




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ARTICLE V
ADDITIONAL AGREEMENTS
 Conflicts With Further Transfer and Servicing Agreements Sections 5.02 through 5.04
 Protection of Title
 Filings
 Name Change Section 5.02(a)
 Executive Office; Maintenance of Offices
 New Debtor new debtor Section 5.02(a)
 Other Liens or Interests.
 15




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Repurchase Events. Section 4.01 Repurchase Event
 Indemnification.
 Further Assignments.
 Pre-Closing Collections. Section 2.01
 16




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ARTICLE VI
CONDITIONS
 Conditions to Obligation of CARI.
 Representations and Warranties True
 No Repurchase Event
 Computer Files Marked
 Documents to be Delivered By GMAC
 The Assignments
 Evidence of UCC Filing
 Other Documents
 Other Transactions
 Conditions to Obligation of GMAC.
 Representations and Warranties True
 17




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Receivables Purchase Price Section 2.02
 ARTICLE VII
MISCELLANEOUS PROVISIONS
 Amendment.
 Survival. Section 3.07 Section 2.03
 Notices. Appendix A
 Governing Law. THIS AGREEMENT AND THE FIRST STEP RECEIVABLES ASSIGNMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER
THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
 Waivers.
 Costs and Expenses.
 Confidential Information.
 Headings.
 18




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Counterparts.
 No Petition Covenant.
 Limitations on Rights of Others.
  19




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GENERAL MOTORS ACCEPTANCE CORPORATIONBy:
    
    /s/ Carl J. VannatterName:
    
    Carl J. VannatterTitle:
    
    Director  Global SecuritizationCAPITAL AUTO RECEIVABLES, INC.By:
    
    /s/ Nancy L. BuggName:
    
    Nancy L. BuggTitle:
    
    Vice President




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Pooling and Servicing Agreement GMAC CARI
    1




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2




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GENERAL MOTORS ACCEPTANCE CORPORATIONBy:Name: Carl J. VannatterTitle:   Director  Global Securitization




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SCHEDULE A
 SCHEDULE OF RECEIVABLES
 Schedule of Receivables
 1.
    
    The Indenture Trustee2.
    
    The Owner Trustee3.
    
    General Motors Acceptance Corporation4.
    
    Capital Auto Receivables, Inc.




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APPENDIX A
 Part I
  Part II
  Part III




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APPENDIX B
 Additional Representations and Warranties
 1.
    
    While it is the intention of GMAC and CARI that the transfer and assignment contemplated by
this Agreement and the First Step Receivables Assignment shall constitute sales of the
Purchased Property from GMAC to CARI, this Agreement, the Trust Sale and Servicing Agreement
and the Indenture create a valid and continuing security interest (as defined in the
applicable UCC) in the Purchased Property in favor of CARI, the Trust and the Indenture
Trustee, as applicable, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from GMAC, CARI and the Issuer,
respectively.2.
    
    All steps necessary to perfect GMACs security interest against each Obligor in the property
securing the Purchased Property have been taken.3.
    
    Prior to the sale of the Purchased Property to CARI under this Agreement, the Receivables
constitute tangible chattel paper within the meaning of the applicable UCC.4.
    
    GMAC owns and has good and marketable title to the Purchased Property free and clear of any
Lien, claim or encumbrance of any Person.5.
    
    GMAC has caused or will have caused, within ten (10) days, the filing of all appropriate
financing statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest in the Purchased Property granted to
CARI hereunder, the Issuer under the Trust Sale and Servicing Agreement and the Indenture
Trustee under the Indenture.6.
    
    Other than the security interest granted to CARI pursuant to the Basic Documents, the Issuer
under the Trust Sale and Servicing Agreement and the Indenture Trustee under the Indenture
none of GMAC, CARI or the Issuer has pledged, assigned, sold, granted a security interest in,
or otherwise conveyed any of the Purchased Property. None of GMAC, CARI or the Issuer has
authorized the filing of, nor is GMAC aware of, any financing statements against GMAC, CARI or
the Issuer that include a description of collateral covering the Purchased Property other than
the financing statements relating to the security interests granted to CARI, the Issuer and
the Indenture Trustee under the Basic Documents or any financing statement that has been
terminated. GMAC is not aware of any judgment or tax lien filings against GMAC, CARI or the
Issuer.7.
    
    GMAC, as Servicer, has in its possession all original copies of the Receivables Files and
other documents that constitute or evidence the Receivables and the Purchased Property. The
Receivables Files and other documents that constitute or evidence the Purchased Property do
not have any marks or notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than CARI.