<PAGE>

                                                                    EXHIBIT 99.8

================================================================================

                     TRUST SALE AND ADMINISTRATION AGREEMENT

                                      AMONG

                      GENERAL MOTORS ACCEPTANCE CORPORATION

                               TRUST ADMINISTRATOR

                         CAPITAL AUTO RECEIVABLES, INC.

                                     SELLER

                                       AND

                   CAPITAL AUTO RECEIVABLES ASSET TRUST 200_-_

                                     ISSUER

                             DATED AS OF ____, 200_

================================================================================

<PAGE>

                                TABLE OF CONTENTS

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                                                                            PAGE
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<S>                                                                         <C>
ARTICLE I    CERTAIN DEFINITIONS.........................................     1
   Section 1.01. Definitions.............................................     1

ARTICLE II   CONVEYANCE OF COLT 200_-_ SECURED NOTES; ISSUANCE OF
             SECURITIES..................................................     1
   Section 2.01. Conveyance of COLT 200_-_ Secured Notes.................     1
   Section 2.02. Acceptance by Issuer....................................     3
   Section 2.03. Representations and Warranties as to the COLT 200_-_
                 Secured Notes...........................................     3
   Section 2.04. Repurchase of COLT 200_-_ Secured Notes Upon Breach of
                 Warranty................................................     3

ARTICLE III  THE SELLER..................................................     4
   Section 3.01. Representations of Seller...............................     4
   Section 3.02. Liability of Seller.....................................     6
   Section 3.03. Merger or Consolidation of, or Assumption of the
                 Obligations of Seller; Amendment of Certificate of
                 Incorporation...........................................     6
   Section 3.04. Limitation on Liability of Seller and Others............     7
   Section 3.05. Seller May Own CARAT 200_-_ Notes or CARAT 200_-_
                 Certificates............................................     7

ARTICLE IV   TRUST ADMINISTRATOR'S COVENANTS; DISTRIBUTIONS; STATEMENTS
             TO CARAT 200_-_ NOTEHOLDERS AND CARAT 200_-_
             CERTIFICATEHOLDERS..........................................     7
   Section 4.01. Annual Statement as to Compliance; Notice of Trust
                 Administrator Default...................................     7
   Section 4.02. Annual Report of Assessment of Compliance with
                 Servicing Criteria......................................     8
   Section 4.03. Access to Certain Documentation and Information
                 Regarding the COLT 200_-_ Secured Notes.................     9
   Section 4.04. Assignment of Administrative Secured Notes and
                 Warranty Secured Notes..................................     9
   Section 4.05. Distributions...........................................    10
   Section 4.06. Net Deposits............................................    12
   Section 4.07. Statements to Securityholders...........................    12
   Section 4.08. Additional Duties of the Trust Administrator............    15

ARTICLE V    NOTEHOLDER ACCOUNTS; COLLECTIONS, DEPOSITS AND
             INVESTMENTS.................................................    21
   Section 5.01. Establishment of Accounts...............................    21
   Section 5.02. Investment Earnings.....................................    24
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<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

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                                                                            PAGE
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<S>                                                                         <C>
   Section 5.03. Additional Deposits.....................................    25

ARTICLE VI   LIABILITIES OF TRUST ADMINISTRATOR AND OTHERS...............    25
   Section 6.01. Liability of Trust Administrator; Indemnities...........    25
   Section 6.02. Merger or Consolidation of, or Assumption of the
                 Obligations of the Trust Administrator..................    26
   Section 6.03. Limitation on Liability of Trust Administrator and
                 Others..................................................    27
   Section 6.04. Delegation of Duties....................................    28
   Section 6.05. Trust Administrator Not to Resign.......................    28

ARTICLE VII  DEFAULT.....................................................    28
   Section 7.01. Trust Administrator Defaults............................    28
   Section 7.02. Consequences of a Trust Administrator Default...........    29
   Section 7.03. CARAT Indenture Trustee to Act; Appointment of
                 Successor...............................................    30
   Section 7.04. Notification to CARAT 200_-_ Noteholders and CARAT
                 200_-_ Certificateholders...............................    31
   Section 7.05. Waiver of Past Defaults.................................    31

ARTICLE VIII TERMINATION.................................................    31
   Section 8.01. Optional Purchase of All COLT 200_-_ Secured Notes;
                 Insolvency of Seller; Termination of Trust..............    31

ARTICLE IX   MISCELLANEOUS PROVISIONS....................................    34
   Section 9.01. Amendment...............................................    34
   Section 9.02. Protection of Title to Trust............................    36
   Section 9.03. Notices.................................................    38
   Section 9.04. GOVERNING LAW...........................................    38
   Section 9.05. Severability of Provisions..............................    38
   Section 9.06. Assignment..............................................    38
   Section 9.07. Third-Party Beneficiaries...............................    38
   Section 9.08. Separate Counterparts...................................    39
   Section 9.09. Headings and Cross-References...........................    39
   Section 9.10. Assignment to CARAT Indenture Trustee...................    39
   Section 9.11. No Petition Covenants...................................    39
   Section 9.12. Limitation of Liability of CARAT Indenture Trustee and
                 CARAT Owner Trustee.....................................    39
   Section 9.13. Tax Treatment...........................................    40
   Section 9.14. Furnishing Documents....................................    40
   Section 9.15. Information to Be Provided by the CARAT Indenture
                 Trustee.................................................    40
   Section 9.16. Independence of the Trust Administrator.................    42
   Section 9.17. No Joint Venture........................................    42
   Section 9.18. Other Activities of Trust Administrator.................    42
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                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

EXHIBIT A    Schedule of Secured Notes
EXHIBIT B    Form of Second Step Secured Notes Assignment
APPENDIX A   Definitions and Rules of Construction
APPENDIX B   Notices Addresses and Procedures
APPENDIX C   Perfection Representations


                                     -iii-

<PAGE>

     THIS TRUST SALE AND ADMINISTRATION AGREEMENT is made as of ____, 200_ by
and among General Motors Acceptance Corporation, a Delaware corporation ("GMAC")
and in its capacity as Trust Administrator under the Pooling and Administration
Agreement described below (the "Trust Administrator"), Capital Auto Receivables,
Inc., a Delaware corporation (the "Seller"), and Capital Auto Receivables Asset
Trust 200_-_, a Delaware statutory trust (the "Issuer").

     WHEREAS, GMAC has sold the COLT 200_-_ Secured Notes to the Seller and the
Trust Administrator has agreed to administer the COLT 200_-_ Secured Notes
pursuant to the Pooling and Administration Agreement;

     WHEREAS, the Seller desires to sell the COLT 200_-_ Secured Notes to the
Issuer in exchange for the CARAT 200_-_ Notes and CARAT 200_-_ Certificates
pursuant to the terms of this Agreement and the Trust Administrator desires to
perform the administration obligations set forth herein for and in consideration
of the fees and other benefits set forth in this Agreement and in the Pooling
and Administration Agreement; and

     WHEREAS, the Seller and the Issuer wish to set forth the terms pursuant to
which the COLT 200_-_ Secured Notes are to be sold by the Seller to the Issuer
and administered by the Trust Administrator.

     NOW, THEREFORE, in consideration of the foregoing, the other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:

                                   ARTICLE I
                               CERTAIN DEFINITIONS

     Section 1.01. Definitions. Certain capitalized terms used in the above
recitals and in this Agreement are defined in and shall have the respective
meanings assigned to them in Part I of Appendix A to this Agreement. All
references herein to "the Agreement" or "this Agreement" are to this Trust Sale
and Administration Agreement as it may be amended, supplemented or modified from
time to time, the exhibits hereto and the capitalized terms used herein which
are defined in such Appendix A, and all references herein to Articles, Sections
and subsections are to Articles, Sections or subsections of this Agreement
unless otherwise specified. The rules of construction set forth in Part II of
such Appendix A shall be applicable to this Agreement.

                                   ARTICLE II
         CONVEYANCE OF COLT 200_-_ SECURED NOTES; ISSUANCE OF SECURITIES

     Section 2.01. Conveyance of COLT 200_-_ Secured Notes. In consideration of
the Issuer's delivery of the CARAT 200_-_ Notes and the CARAT 200_-_
Certificates to, or upon the order of, the Seller, the Seller does hereby enter
into this Agreement and the related Second Step Secured Notes Assignment in the
form attached as Exhibit B to this Agreement (the "Second Step Secured Notes
Assignment") and agrees to fulfill all of its obligations hereunder and
thereunder and to sell, transfer, assign and otherwise convey to the Issuer,
without recourse:

<PAGE>

          (a) all right, title and interest of the Seller in, to and under the
     COLT 200_-_ Secured Notes and all monies due thereunder on and after the
     Series 200_-_ Closing Date;

          (b) all right, title and interest of the Seller in, to and under the
     COLT 200_-_ Trust Estate securing the COLT 200_-_ Secured Notes, including:
     (i) the Series 200_-_ Lease Assets and all monies due thereunder on and
     after the Cutoff Date and with respect to the Vehicles and, to the extent
     permitted by law, any accessions thereto; (ii) the interest of the Seller
     in any proceeds from claims on any physical damage, credit life, credit
     disability or other insurance policies covering Vehicles or Lessees; and
     (iii) the interest of the Seller in any proceeds from recourse against
     Dealers on the Series 200_-_ Lease Assets;

          (c) all right, title and interest of the Seller in, to and under the
     Second Step Secured Notes Assignment;

          (d) all right, title and interest of the Seller in, to and under (i)
     the VAULT Trust Agreement (solely with respect to the Vehicles related to
     Series 200_-_ Lease Assets), (ii) the Pooling and Administration Agreement
     and the First Step Secured Notes Assignment (including the right of the
     Seller to cause GMAC to repurchase COLT 200_-_ Secured Notes under certain
     circumstances), (iii) the COLT Indenture, (iv) the COLT Sale and
     Contribution Agreement, (v) the COLT Custodian Agreement and (vi) the COLT
     Servicing Agreement; and

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

     The property described in clauses (a) through (e) is referred to herein
collectively as the "Purchased Property."

     It is the intention of the Seller and the Issuer that the transfer and
assignment contemplated by this Agreement and the related Second Step Secured
Notes Assignment shall constitute a sale of the COLT 200_-_ Secured Notes and
the other Purchased Property from the Seller to the Issuer and the beneficial
interest in and title to the COLT 200_-_ Secured Notes and the other Purchased
Property shall not be part of the Seller's estate in the event of the filing of
a bankruptcy petition by or against the Seller under any bankruptcy law.

     The foregoing sale does not constitute and is not intended to result in any
assumption by the Issuer of any obligation of GMAC or the Seller to the Lessees,
Dealers, insurers or any other


                                       2

<PAGE>

Person in connection with the COLT 200_-_ Secured Notes, Series 200_-_ Lease
Assets, any Dealer Agreements, any insurance policies or any agreement or
instrument relating to any of them.

     Section 2.02. Acceptance by Issuer. The Issuer does hereby accept all
consideration conveyed by the Seller pursuant to Section 2.01, and declares that
the Issuer shall hold such consideration upon the trust set forth in the Trust
Agreement for the benefit of the CARAT 200_-_ Certificateholders, subject to the
terms and conditions of the CARAT Indenture and this Agreement and the related
Second Step Secured Notes Assignment and the rights of the CARAT 200_-_
Noteholders with respect thereto. The Issuer hereby agrees to and accepts the
appointment and authorization of GMAC as Trust Administrator under Section 3.01
of the Pooling and Administration Agreement. The parties agree that this
Agreement, the Second Step Secured Notes Assignment, the CARAT Indenture, the
Trust Agreement, the CARAT 200_-_ Notes and the CARAT 200_-_ Certificates
constitute the Further Transfer and Administration Agreements for purposes of
the Pooling and Administration Agreement and that the rights, duties and
obligations of GMAC as Trust Administrator under the Pooling and Administration
Agreement are subject to the provisions of Sections 6.02, 6.04, 6.05, 9.01 and
Article VII.

     Section 2.03. Representations and Warranties as to the COLT 200_-_ Secured
Notes. Pursuant to Section 2.01(d), the Seller assigns to the Issuer all of its
right, title and interest in, to and under the Pooling and Administration
Agreement. Such assigned right, title and interest includes the benefit of
representations and warranties of GMAC made to the Seller pursuant to Section
4.01 of the Pooling and Administration Agreement. The Seller hereby represents
and warrants to the Issuer that the Seller has taken no action which would cause
such representations and warranties of GMAC to be false in any material respect
as of the Series 200_-_ Closing Date. The Seller further acknowledges that the
Issuer and its permitted assigns rely on the representations and warranties of
the Seller under this Agreement and of GMAC under the Pooling and Administration
Agreement in accepting the COLT 200_-_ Secured Notes and the other Purchased
Property in trust and executing and delivering the CARAT 200_-_ Notes and the
CARAT 200_-_ Certificates. The foregoing representation and warranty speaks as
of the Series 200_-_ Closing Date, but shall survive the sale, transfer and
assignment of the COLT 200_-_ Secured Notes and the other Purchased Property to
the Issuer and the pledge thereof to the CARAT Indenture Trustee pursuant to the
CARAT Indenture.

     Section 2.04. Repurchase of COLT 200_-_ Secured Notes Upon Breach of
Warranty. Upon discovery by the Seller, the Trust Administrator, the CARAT Owner
Trustee or the CARAT Indenture Trustee of a breach of any of the representations
and warranties in Section 4.01 of the Pooling and Administration Agreement or in
Section 2.03 or Section 3.01 of this Agreement that materially and adversely
affects the interests of the CARAT 200_-_ Noteholders or the CARAT 200_-_
Certificateholders in any COLT 200_-_ Secured Note, the party discovering such
breach shall give prompt written notice thereof to the others. As of the last
day of the second Monthly Period following its discovery or its receipt of
notice of breach (or, at the Seller's election, the last day of the first
Monthly Period following such discovery), unless such breach shall have been
cured in all material respects, in the event of a breach of the representations
and warranties made by the Seller in Section 2.03 or Section 3.01, the Seller
shall repurchase, or in the event of a breach of a representation and warranty
under Section 4.01 of the Pooling and Administration Agreement, the Seller and
the Trust Administrator shall use all


                                       3

<PAGE>

reasonable efforts to enforce the obligation of GMAC under Section 5.04 of the
Pooling and Administration Agreement to repurchase such COLT 200_-_ Secured Note
from the Issuer on the related Distribution Date. The repurchase price to be
paid by the breaching party (the "Warranty Purchaser") shall be an amount equal
to the Warranty Payment calculated as of the last day of the related Monthly
Period and shall be paid on such Distribution Date. It is understood and agreed
that the obligation of the Warranty Purchaser to repurchase any COLT 200_-_
Secured Note as to which a breach has occurred and is continuing, and the
obligation of the Seller and the Trust Administrator to enforce GMAC's
obligation to repurchase such COLT 200_-_ Secured Notes pursuant to the Pooling
and Administration Agreement shall, if such obligations are fulfilled,
constitute the sole remedy against the Seller, the Trust Administrator or GMAC
for such breach available to the Issuer, the Financial Parties, the CARAT Owner
Trustee or the CARAT Indenture Trustee. The Trust Administrator also
acknowledges its obligations to repurchase Administrative Secured Notes from the
Issuer pursuant to Section 3.04 of the Pooling and Administration Agreement.

                                  ARTICLE III
                                   THE SELLER

     Section 3.01. Representations of Seller. The Seller makes the following
representations on which the Issuer is relying in acquiring the Purchased
Property and issuing the CARAT 200_-_ Notes and the CARAT 200_-_ Certificates.
The following representations speak as of the Series 200_-_ Closing Date, but
such representations shall survive the sale, transfer and assignment of the
Purchased Property to the Issuer.

          (a) Representations and Warranties as to the Seller.

               (i) Organization and Good Standing. The Seller has been duly
          organized and is validly existing as a corporation in good standing
          under the laws of the State of Delaware, with power and authority to
          own its properties and to conduct its business as such properties are
          presently owned and such business is presently conducted, and had at
          all relevant times, and now has, power, authority and legal right to
          acquire and own the Purchased Property;

               (ii) Due Qualification. The Seller is duly qualified to do
          business as a foreign corporation in good standing, and has obtained
          all necessary licenses and approvals in all jurisdictions in which the
          ownership or lease of property or the conduct of its business requires
          such qualification;

               (iii) Power and Authority. The Seller has the power and authority
          to execute and deliver the CARAT Basic Documents to which it is a
          party and to carry out their terms, the Seller has full power and
          authority to sell and assign the property to be sold and assigned to
          and deposited with the Issuer as part of the Trust and has duly
          authorized such sale and assignment to the Issuer by all necessary
          corporate action; and the execution, delivery and performance of the
          CARAT Basic Documents to which it is a party have been duly authorized
          by the Seller by all necessary corporate action;


                                       4

<PAGE>

               (iv) Valid Sale; Binding Obligations. This Agreement and the
          Second Step Secured Notes Assignment, when duly executed and
          delivered, shall constitute a valid sale, transfer and assignment of
          the Purchased Property, enforceable against creditors of and
          purchasers from the Seller; and CARAT Basic Documents to which the
          Seller is a party, when duly executed and delivered, shall constitute
          legal, valid and binding obligations of the Seller enforceable in
          accordance with their terms, except as enforceability may be limited
          by bankruptcy, insolvency, reorganization or other similar laws
          affecting the enforcement of creditors' rights in general and by
          general principles of equity, regardless of whether such
          enforceability is considered in a proceeding in equity or at law;

               (v) No Violation; Consents. The consummation of the transactions
          contemplated by the CARAT Basic Documents to which the Seller is a
          party and the fulfillment of the terms of the CARAT Basic Documents to
          which the Seller is a party shall not conflict with, result in any
          breach of any of the terms and provisions of or constitute (with or
          without notice or lapse of time) a default under, the certificate of
          incorporation or by-laws of the Seller, or any indenture, agreement or
          other instrument to which the Seller is a party or by which it is
          bound, or result in the creation or imposition of any Lien upon any of
          its properties pursuant to the terms of any such indenture, agreement
          or other instrument, other than this Agreement and the Second Step
          Secured Notes Assignment, or violate any law or, to the best of the
          Seller's knowledge any order, rule or regulation applicable to the
          Seller of any court or of any federal or state regulatory body,
          administrative agency or other governmental instrumentality having
          jurisdiction over the Seller or any of its properties; and

               (vi) No Proceedings. To the Seller's knowledge, there are no
          proceedings or investigations pending or threatened, before any court,
          regulatory body, administrative agency or other tribunal or
          governmental instrumentality having jurisdiction over the Seller or
          its properties (i) asserting the invalidity of any CARAT Basic
          Document (ii) seeking to prevent the issuance of the CARAT 200_-_
          Notes or the CARAT 200_-_ Certificates or the consummation of any of
          the transactions contemplated by any CARAT Basic Document (iii)
          seeking any determination or ruling that might materially and
          adversely affect the performance by the Seller of its obligations
          under, or the validity or enforceability of, any CARAT Basic Document
          or (iv) seeking to adversely affect the federal income tax attributes
          of the CARAT 200_-_ Notes or the CARAT 200_-_ Certificates.

          (b) Representations and Warranties as to the COLT 200_-_ Secured
     Notes.

               (i) Good Title. No COLT 200_-_ Secured Note has been sold,
          transferred, assigned or pledged by the Seller to any Person other
          than the Issuer; immediately prior to the conveyance of the COLT
          200_-_ Secured Notes pursuant to this Agreement and the Second Step
          Secured Notes Assignment, the Seller had good and marketable title
          thereto, free of any Lien;


                                        5

<PAGE>

          and, upon execution and delivery of this Agreement and the Second Step
          Secured Notes Assignment by the Seller, the Issuer shall have all of
          the right, title and interest of the Seller in, to and under the COLT
          200_-_ Secured Notes, the unpaid indebtedness evidenced thereby and
          the collateral security therefor, free of any Lien.

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

               (iii) Creation, Perfection and Priority of Security Interests.
          The Perfection Representations, which are attached to this Agreement
          as Appendix C, are true and correct to the extent they are applicable.

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

     Section 3.03. Merger or Consolidation of, or Assumption of the Obligations
of Seller; Amendment of Certificate of Incorporation.

          (a) Any corporation or other entity (i) into which the Seller may be
     merged or consolidated, (ii) resulting from any merger or consolidation to
     which the Seller shall be a party, (iii) succeeding to the business of the
     Seller, or (iv) more than 50% of the voting stock (or, if not a
     corporation, other voting interests) of which is owned directly or
     indirectly by General Motors, which corporation in any of the foregoing
     cases executes an agreement of assumption to perform every obligation of
     the Seller under this Agreement and the other CARAT Basic Documents to
     which it is a party, shall be the successor to the Seller under this
     Agreement without the execution or filing of any document or any further
     act on the part of any of the parties to this Agreement. The Seller shall
     provide 10 days prior notice of any merger, consolidation or succession
     pursuant to this Section 3.03 to the Rating Agencies.

          (b) The Seller hereby agrees that during the term of this Agreement it
     shall not (i) take any action prohibited by Article Fourth of its
     certificate of incorporation, (ii) without the prior written consent of the
     CARAT Indenture Trustee and the CARAT Owner Trustee and without giving
     prior written notice to the Rating Agencies, amend Article Third or Fourth
     of its certificate of incorporation or (iii) incur any indebtedness or
     assume or guaranty indebtedness of any other entity, other than pursuant to
     the Intercompany Note and the Intercompany Advance Agreement (without
     giving effect to any amendment to the Intercompany Note or the Intercompany
     Advance Agreement after the date hereof, unless the Rating Agency Condition
     was satisfied in connection therewith), if such action would result in a
     downgrading of the then current rating of any class of the CARAT 200_-_
     Notes.


                                       6

<PAGE>

     Section 3.04. Limitation on Liability of Seller and Others. The Seller and
any director or officer or employee or agent of the Seller may rely in good
faith on the advice of counsel or on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
under this Agreement and the Second Step Secured Notes Assignment. The Seller
and any director or officer or employee or agent of the Seller shall be
reimbursed by the CARAT Indenture Trustee or CARAT Owner Trustee, as applicable,
for any contractual damages, liability or expense incurred by reason of such
trustee's willful misfeasance, bad faith or gross negligence (except errors in
judgment) in the performance of its duties under this Agreement, the Second Step
Secured Notes Assignment, the CARAT Indenture or the Trust Agreement, or by
reason of reckless disregard of its obligations and duties under this Agreement,
the Second Step Secured Notes Assignment, the CARAT Indenture or the Trust
Agreement. In no event, however, shall the CARAT Indenture Trustee or the CARAT
Owner Trustee be liable to the Seller for any damages in the nature of special,
indirect or consequential damages, however styled, including lost profits, even
if either or both of them have been advised of the likelihood of such loss or
damage. The Seller shall not be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its obligations as Seller of
the COLT 200_-_ Secured Notes and other Purchased Property under this Agreement
and the Second Step Secured Notes Assignment and that in its opinion may involve
it in any expense or liability.

     Section 3.05. Seller May Own CARAT 200_-_ Notes or CARAT 200_-_
Certificates. Each of the Seller and any Person controlling, controlled by or
under common control with the Seller may in its individual or any other capacity
become the owner or pledgee of CARAT 200_-_ Notes or CARAT 200_-_ Certificates
with the same rights as it would have if it were not the Seller or an affiliate
thereof, except as otherwise specifically provided herein. Except as otherwise
provided herein, CARAT 200_-_ Notes or CARAT 200_-_ Certificates so owned by or
pledged to the Seller or such controlling or commonly controlled Person shall
have an equal and proportionate benefit under the provisions of this Agreement,
without preference, priority or distinction as among all of such CARAT 200_-_
Notes or CARAT 200_-_ Certificates, respectively.

                                   ARTICLE IV
       TRUST ADMINISTRATOR'S COVENANTS; DISTRIBUTIONS; STATEMENTS TO CARAT
             200_-_ NOTEHOLDERS AND CARAT 200_-_ CERTIFICATEHOLDERS

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

          (a) The Trust Administrator shall deliver to the CARAT Indenture
     Trustee and the CARAT Owner Trustee, on or before March 15 of each year,
     beginning March 15, 200_, an officer's certificate signed by the President
     or any Vice President of the Trust Administrator, dated as of December 31
     of the immediately preceding year, in each instance, stating all
     information required under Item 1123 of Regulation AB, including that (i) a
     review of the activities of the Trust Administrator during the preceding
     12-month period (or, with respect to the first such certificate, such
     period as shall have elapsed from the Series 200_-_ Closing Date to the
     date of such certificate) and of its performance under this Agreement and
     under the Pooling and Administration Agreement


                                       7

<PAGE>

     has been made under such officer's supervision, and (ii) to such officer's
     knowledge, based on such review, the Trust Administrator has fulfilled in
     all material respects all its obligations under such agreements throughout
     such period, or, if there has been a default in the fulfillment of any such
     obligation, specifying each such default known to such officer and the
     nature and status thereof, and attaching a copy of the Trust
     Administrator's assertion with respect to compliance in all material
     respects with the Minimum Servicing Standards throughout such period. A
     copy of such certificate, to the extent delivered to the CARAT Indenture
     Trustee or CARAT Owner Trustee, may be obtained by any CARAT 200_-_
     Noteholder or CARAT 200_-_ Certificateholder by a request in writing to the
     CARAT Indenture Trustee or CARAT Owner Trustee, respectively, addressed to
     the applicable Corporate Trust Office.

          (b) The Trust Administrator shall deliver to COLT and the Issuer, on
     or before March 15 of each year, beginning on March 15, 20__, a report
     regarding the Trust Administrator's assessment of compliance within the
     Servicing Criteria during the immediately preceding calendar year, as
     required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
     Regulation AB.

          (c) The Trust Administrator shall deliver to the CARAT Indenture
     Trustee, the CARAT Owner Trustee and to the Rating Agencies promptly after
     having obtained knowledge thereof, but in no event later than five Business
     Days thereafter, written notice in an officer's certificate of any event
     which with the giving of notice or lapse of time, or both, would become a
     Trust Administrator Default under Section 7.01. The Seller shall deliver to
     the CARAT Indenture Trustee, the CARAT Owner Trustee, the Trust
     Administrator and the Rating Agencies promptly after having obtained
     knowledge thereof, but in no event later than five Business Days
     thereafter, written notice in an officer's certificate of any event which
     with the giving of notice or lapse of time, or both, would become a Trust
     Administrator Default under Section 7.01(b).

          (d) The Trust Administrator shall prepare, execute and deliver, or
     shall cause the Servicer to execute and deliver, all certificates or other
     documents required to be delivered by the Issuer pursuant to the
     Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated
     pursuant thereto.

     Section 4.02. Annual Report of Assessment of Compliance with Servicing
Criteria.

          (a) The Servicer shall cause a firm of independent certified public
     accountants, who may also render other services to the Trust Administrator
     or its Affiliates, to deliver to COLT, the Issuer, the CARAT Indenture
     Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee and the COLT
     Owner Trustee on or before March 15 of each year, beginning March 15, 200_,
     a report (the "Report of Assessment of Compliance with Servicing Criteria")
     delivered to the Board of Directors of the Servicer and to the CARAT
     Indenture Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee and
     the COLT Owner Trustee that satisfies the requirements of Rule 13A-18 or
     Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as
     applicable, on the assessment of compliance with Servicing Criteria with
     respect to the prior calendar year.


                                       8

<PAGE>

          (b) A copy of the Report of Assessment of Compliance with Servicing
     Criteria received pursuant to Section 4.02(a) shall be delivered by the
     Trust Administrator to the Rating Agencies, the CARAT Indenture Trustee,
     the CARAT Owner Trustee, the COLT Indenture Trustee and the COLT Owner
     Trustee on or before March 15 of each year, beginning March 15, 200_.

          (c) A copy of the Report of Assessment of Compliance with Servicing
     Criteria, to the extent delivered to the CARAT Indenture Trustee or the
     CARAT Owner Trustee, may be obtained by any CARAT 200_-_ Noteholder or
     CARAT 200_-_ Certificateholder by a request in writing to the CARAT
     Indenture Trustee, the CARAT Owner Trustee, the COLT Indenture Trustee or
     the COLT Owner Trustee, respectively, addressed to the applicable Corporate
     Trust Office.

     Section 4.03. Access to Certain Documentation and Information Regarding the
COLT 200_-_ Secured Notes. The Trust Administrator shall provide to the CARAT
Indenture Trustee and the CARAT Owner Trustee reasonable access to the
documentation regarding the COLT 200_-_ Secured Notes. The Trust Administrator
shall provide such access to any CARAT 200_-_ Noteholder or CARAT 200_-_
Certificateholder only in such cases where a CARAT 200_-_ Noteholder or a CARAT
200_-_ Certificateholder is required by applicable statutes or regulations to
review such documentation. In each case, such access shall be afforded without
charge but only upon reasonable request and during normal business hours at
offices of the Trust Administrator designated by the Trust Administrator.
Nothing in this Section 4.03 shall derogate from the obligation of the Trust
Administrator to observe any applicable law prohibiting disclosure of
information regarding Lessees, and the failure of the Trust Administrator to
provide access as provided in this Section 4.03 as a result of such obligation
shall not constitute a breach of this Section 4.03.

     Section 4.04. Assignment of Administrative Secured Notes and Warranty
Secured Notes. Upon receipt of the Administrative Purchase Payment or the
Warranty Payment with respect to an Administrative Secured Note or a Warranty
Secured Note, respectively, each of the CARAT Indenture Trustee and the CARAT
Owner Trustee shall assign, without recourse, representation or warranty, to the
Trust Administrator or the Warranty Purchaser, as applicable, all of such
Person's right, title and interest in, to and under such Administrative Secured
Note or Warranty Secured Note, the collateral therefor and the related rights
assigned thereunder. The Trust Administrator or the Warranty Purchaser, as
applicable, shall thereupon own such COLT 200_-_ Secured Note, and all such
security and documents, free of any further obligations to the CARAT Indenture
Trustee, the CARAT Owner Trustee, the CARAT 200_-_ Noteholders or the CARAT
200_-_ Certificateholders with respect thereto. If in any Proceeding it is held
that the Trust Administrator may not enforce a COLT 200_-_ Secured Note on the
ground that it is not a real party in interest or a holder entitled to enforce
the COLT 200_-_ Secured Note, the CARAT Indenture Trustee or the CARAT Owner
Trustee, as applicable, shall, at the Trust Administrator's expense, take such
steps as the Trust Administrator deems necessary to enforce the COLT 200_-_
Secured Note, including bringing suit in the name of such Person or the names of
the CARAT 200_-_ Noteholders or the CARAT 200_-_ Certificateholders.


                                       9

<PAGE>

     Section 4.05. Distributions.

          (a) On or before each Determination Date, the Trust Administrator
     shall calculate the Total Available Amount, the Administration Fee, the
     Aggregate Noteholders' Interest Distributable Amount (including the
     Aggregate Class A Interest Distributable Amount, the Aggregate Class B
     Interest Distributable Amount and the Aggregate Class C Interest
     Distributable Amount), the First Priority Principal Distributable Amount,
     the Second Priority Principal Distributable Amount, the Noteholders'
     Regular Principal Distributable Amount, the net amount, if any, payable by
     the Trust under any Interest Rate Swaps, the amount, if any, of any
     payments due in respect of an Early Termination Date payable by the Trust
     under any Interest Rate Swap and all other amounts required to determine
     the amounts, if any, to be deposited in or paid from each of the CARAT
     Collection Account and the Note Distribution Account and all amounts to be
     paid to the Reserve Account and to the CARAT 200_-_ Certificateholders on
     or before the related Distribution Date.

          (b) Except as otherwise provided in Section 4.05(c), on each
     Distribution Date, the CARAT Indenture Trustee (based solely on the
     information contained in the Trust Administrator's Accounting delivered on
     the related Determination Date pursuant to Section 3.06 of the Pooling and
     Administration Agreement) shall make the following distributions from the
     CARAT Collection Account in the following order of priority:

               (i) first, to the Trust Administrator, to the extent of the Total
          Available Amount, the Administration Fee for such Distribution Date
          and any unpaid Administration Fee from any preceding Distribution
          Date;

               (ii) second, to the Swap Counterparty, to the extent of the Total
          Available Amount (as such amount has been reduced by the distribution
          described in clause (i) above), the net amount, if any, due under all
          Interest Rate Swaps (exclusive of payments due in respect of an Early
          Termination Date of any Interest Rate Swaps);

               (iii) third, to the extent of the Total Available Amount (as such
          amount has been reduced by the distributions described in clauses (i)
          and (ii) above) (a) to the Note Distribution Account in respect of the
          Aggregate Class A Interest Distributable Amount, and (b) to the Swap
          Counterparty in respect of any payments due to the Swap Counterparty
          in connection with an Early Termination Date of any Interest Rate Swap
          related to the Class A-2b Notes, Class A-2c Notes, Class A-3b Notes,
          Class A-3c Notes or Class A-4 Notes, allocated between the Note
          Distribution Account and the Swap Counterparty in proportion to the
          amounts owing to the Swap Counterparty in connection with such Early
          Termination Date and in respect of the Aggregate Class A Interest
          Distributable Amount;

               (iv) fourth, to the extent of the Total Available Amount (as such
          amount has been reduced by the distributions described in clauses (i)
          through (iii) above), to the Note Distribution Account for the payment
          of principal on


                                       10

<PAGE>

          the CARAT 200_-_ Notes in the priority specified in Section 8.2(c) of
          the CARAT Indenture, the First Priority Principal Distributable
          Amount;

               (v) fifth, to the extent of the Total Available Amount (as such
          amount has been reduced by the distributions described in clauses (i)
          through (iv) above), (a) to the Note Distribution Account in respect
          of the Aggregate Class B Interest Distributable Amount; and (b) to the
          Swap Counterparty in respect of any payments due to the Swap
          Counterparty in connection with an Early Termination Date of any
          Interest Rate Swap related to the Class B-2 Notes, allocated between
          the Note Distribution Account and the Swap Counterparty in proportion
          to the amounts owing to the Swap Counterparty in connection with such
          Early Termination Date and in respect of the Aggregate Class B
          Interest Distributable Amount;

               (vi) sixth, to the extent of the Total Available Amount (as such
          amount has been reduced by the distributions described in clauses (i)
          through (v) above), to the Note Distribution Account for the payment
          of principal on the CARAT 200_-_ Notes in the priority specified in
          Section 8.2(c) of the CARAT Indenture, the Second Priority Principal
          Distributable Amount;

               (vii) seventh, to the extent of the Total Available Amount (as
          such amount has been reduced by the distributions described in clauses
          (i) through (vi) above), (a) to the Note Distribution Account in
          respect of the Aggregate Class C Interest Distributable Amount; and
          (b) to the Swap Counterparty in respect of any payments due to the
          Swap Counterparty in connection with an Early Termination Date of any
          Interest Rate Swap related to the Class C Notes, allocated between the
          Note Distribution Account and the Swap Counterparty in proportion to
          the amounts owing to the Swap Counterparty in connection with such
          Early Termination Date and in respect of the Aggregate Class C
          Interest Distributable Amount;

               (viii) eighth, to the extent of the Total Available Amount (as
          such amount has been reduced by the distributions described in clauses
          (i) through (vii) above), to the Note Distribution Account for the
          payment of principal on the CARAT 200_-_ Notes in the priority
          specified in Section 8.2(c) of the CARAT Indenture, the Noteholders'
          Regular Principal Distributable Amount;

               (ix) ninth, to the Reserve Account, to the extent of the Total
          Available Amount (as such amount has been reduced by the distributions
          described in clauses (i) through (viii) above), the amount required to
          bring the amount on deposit therein up to the Reserve Account Required
          Amount (after giving effect to all distributions to the Reserve
          Account described in Section 3.03 of the COLT Servicing Agreement);
          and

               (x) tenth, to the CARAT 200_-_ Certificateholders (if the
          Certificate Distribution Account has been established pursuant to
          Section 5.1 of the Trust Agreement, then to such Certificate
          Distribution Account for


                                       11

<PAGE>

          distribution to the CARAT 200_-_ Certificateholders), any portion of
          the Total Available Amount remaining after the distributions described
          in clauses (i) through (ix) above.

          (c) Notwithstanding the foregoing, at any time that the CARAT 200_-_
     Notes have not been paid in full and the principal balance of the CARAT
     200_-_ Notes has been declared immediately due and payable following the
     occurrence of an Event of Default under the CARAT Indenture, then until
     such time as the CARAT 200_-_ Notes have been paid in full and the CARAT
     Indenture has been discharged or the foregoing Events of Default have been
     cured or waived as provided in Section 5.2(b) of the CARAT Indenture,
     distributions from the CARAT Collection Account shall be made in the
     priority set forth in Section 8.01(b) and the order in which payments to
     CARAT 200_-_ Noteholders shall be made or on amounts deposited into the
     Note Distribution Account shall be as specified in Section 2.7(c) of the
     CARAT Indenture.

     Section 4.06. Net Deposits. At any time that GMAC shall be the Trust
Administrator, the Trust Administrator, the Seller, the CARAT Indenture Trustee
and the CARAT Owner Trustee may make any remittances pursuant to this Article IV
net of amounts to be distributed by the applicable recipient to such remitting
party. Nonetheless, each such party shall account for all of the above described
remittances and distributions as if the amounts were deposited and/or
transferred separately.

     Section 4.07. Statements to Securityholders.

          (a) On each Distribution Date, the CARAT Owner Trustee shall (except
     as otherwise provided in the Trust Agreement) deliver to each CARAT 200_-_
     Certificateholder, and the CARAT Indenture Trustee shall make available to
     each CARAT 200_-_ Noteholder, a statement (which statement shall also be
     provided to the Rating Agencies) prepared by the Trust Administrator based
     on information in the Trust Administrator's Accounting furnished pursuant
     to Section 3.06 of the Pooling and Administration Agreement. Each such
     statement to be made available to CARAT 200_-_ Certificateholders and CARAT
     200_-_ Noteholders, respectively, shall set forth the following
     information, based solely upon the information provided to it by the Trust
     Administrator in the Trust Administrator's Accounting, concerning the CARAT
     200_-_ Certificates or the CARAT 200_-_ Notes, as appropriate, with respect
     to such Distribution Date or the preceding Monthly Period:

               (i) The Determination Dates and Distribution Dates used to
          calculate distributions on the CARAT 200_-_ Notes and any CARAT 200_-_
          Certificates;

               (ii) the amount of such distribution allocable to principal of
          each class of the CARAT 200_-_ Notes and the amount of any
          distribution to the CARAT 200_-_ Certificates;


                                       12

<PAGE>

               (iii) the amount of the distribution, if any, allocable to any
          interest on the CARAT 2000_-_ Certificates and interest on or with
          respect to each class of the CARAT 200_-_ Notes;

               (iv) the net amount, if any, of any payments due by the Issuer or
          to be received by the Issuer under any Interest Rate Swap;

               (v) the net amount, if any, of any payments due by the Issuer or
          to be received by the Issuer in respect of an Early Termination Date
          payable under any Interest Rate Swap;

               (vi) the Note Principal Balance for each class of CARAT 200_-_
          Notes, the Aggregate Note Principal Balance, the Note Pool Factor for
          each class of CARAT 200_-_ Notes and the certificate pool factor for
          each class of CARAT 200_-_ Certificates, each as of such Distribution
          Date after giving effect to all payments described under clauses (ii)
          and (iii) above;

               (vii) the First Priority Principal Distributable Amount, the
          Second Priority Principal Distributable Amount and the Noteholders'
          Regular Principal Distributable Amount for such Distribution Date;

               (viii) the amount of the Class A Notes Interest Carryover
          Shortfall, the Class B Notes Interest Carryover Shortfall and the
          Class C Notes Interest Carryover Shortfall, if any, and the change in
          each of such amounts from the preceding Distribution Date;

               (ix) the amount of the Administration Fee paid to the Trust
          Administrator and the amount of the Basic Servicing Fee and Additional
          Servicing Fee (each as defined in Exhibit A in the COLT Servicing
          Agreement) paid to the Servicer with respect to the related Monthly
          Period;

               (x) the LIBOR for such Distribution Date and the corresponding
          interest rate on each class of Floating Rate Notes and Fixed Rate
          Notes and the CARAT 200_-_ Certificates, if any, for such Distribution
          Date;

               (xi) the COLT 200_-_ Secured Note Rate (as defined in Exhibit A
          to the COLT Servicing Agreement);

               (xii) the aggregate amount in the Payment Ahead Servicing Account
          (as defined in Exhibit A to the COLT Servicing Agreement) and the
          change in that amount during the related Monthly Period;

               (xiii) the amount on deposit in the Reserve Account, if any, on
          such Distribution Date, after giving effect to any withdrawals or
          deposits on such date, and the Reserve Account Required Amount on such
          date;


                                       13

<PAGE>

               (xiv) the amount, if any, distributed to the CARAT 200_-_
          Noteholders, the CARAT 200_-_ Certificateholders and the Seller from
          the Reserve Account;

               (xv) the aggregate amount of Advances made by the Servicer under
          the COLT Servicing Agreement with respect to the related Monthly
          Period;

               (xvi) the amount of any Pull Ahead Payments made by GMAC, in its
          capacity as agent for General Motors Corporation, under the COLT Pull
          Ahead Funding Agreement and the number of Series 200_-_ Lease Assets
          that became Pull Ahead Lease Assets during the related Monthly Period;
          and

               (xvii) the amount of residual or credit losses on the Series
          200_-_ Lease Assets during the related Monthly Period and the
          aggregate amount of residual or credit losses on the Series 200_-_
          Lease Assets since the Cutoff Date;

               (xviii) the number and Aggregate ABS Value of Series 200_-_ Lease
          Assets at the beginning and end of the applicable Monthly Period, and
          updated pool composition information as of the end of the Monthly
          Period, such as weighted average implied lease rate, weighted average
          life, weighted average remaining term, prepayment amounts, turn-in
          rates and residual value realization rates;

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

               (xx) the aggregate Warranty Payment (as defined in Exhibit A to
          the COLT Servicing Agreement);

               (xxi) the aggregate Administrative Purchase Payment (as defined
          in Exhibit A to the COLT Servicing Agreement); and

               (xxii) material changes in the solicitation, credit-granting,
          underwriting, origination, acquisition or pool selection criteria or
          procedures used to acquire or select the Series 200_-_ Lease Assets,
          if any.

Each amount set forth pursuant to clauses (i), (ii), (vii) and (viii) above
shall be expressed as a dollar amount per $1,000 of initial principal amount of
the CARAT 200_-_ Notes.

          (b) Within the prescribed period of time for tax reporting purposes
     after the end of each calendar year during the term of this Agreement, the
     CARAT Indenture Trustee and the CARAT Owner Trustee shall mail, to each
     Person who at any time during such calendar year shall have been a holder
     of CARAT 200_-_ Notes or CARAT 200_-_ Certificates, respectively, and
     received any payments thereon, a statement containing such information as
     may be required by the Code and applicable Treasury Regulations to enable
     such securityholder to prepare its federal income tax returns.


                                       14

<PAGE>

     Section 4.08. Additional Duties of the Trust Administrator.

          (a) The Trust Administrator agrees to perform all its duties as Trust
Administrator and the duties of the Issuer under the CARAT Indenture, the Swap
Counterparty Rights Agreement and the Note Depository Agreement. In addition,
the Trust Administrator shall consult with the CARAT Owner Trustee regarding the
duties of the Issuer under the CARAT Indenture, the Swap Counterparty Rights
Agreement and the Note Depository Agreement. The Trust Administrator shall
monitor the performance of the Issuer and shall advise the CARAT Owner Trustee
when action is necessary to comply with the Issuer's duties under the CARAT
Indenture, the Swap Counterparty Rights Agreement and the Note Depository
Agreement. The Trust Administrator shall prepare for execution by the Issuer or
shall cause the preparation by other appropriate persons of all such documents,
reports, filings, instruments, certificates, notices and opinions as it shall be
the duty of the Issuer to prepare, file or deliver pursuant to the CARAT
Indenture, the Swap Counterparty Rights Agreement and the Note Depository
Agreement. In furtherance of the foregoing, the Trust Administrator shall take
all appropriate action that it is the duty of the Issuer to take pursuant to the
CARAT Indenture and the Swap Counterparty Rights Agreement, including such of
the foregoing as are required with respect to the following matters under the
CARAT Indenture (references are to sections of the CARAT Indenture and the Swap
Counterparty Rights Agreement, as applicable):

                    (A) the preparation of or obtaining of the documents and
instruments required for authentication of the CARAT 200_-_ Notes and delivery
of such documents or instruments to the CARAT Indenture Trustee (Section 2.2 of
the CARAT Indenture);

                    (B) the duty to cause the Note Register to be kept and to
give the CARAT Indenture Trustee notice of any appointment of a new Note
Registrar and the location, or change in location, of the Note Register (Section
2.4 of the CARAT Indenture);

                    (C) the notification of the CARAT 200_-_ Noteholders of the
final principal payment on their CARAT 200_-_ Notes (Section 2.7(d) of the CARAT
Indenture);

                    (D) the preparation, obtaining or filing of the instruments,
opinions and certificates and other documents required for the release of
Collateral (Section 2.9 of the CARAT Indenture);

                    (E) the preparation of Definitive Notes and arranging the
delivery thereof (Section 2.12 of the CARAT Indenture);

                    (F) the maintenance of an office in the Borough of
Manhattan, the City of New York, for registration of transfer or exchange of the
CARAT 200_-_ Notes (Section 3.2 of the CARAT Indenture);

                    (G) the duty to cause newly appointed Paying Agents, if any,
to deliver to the CARAT Indenture Trustee the instrument specified in the CARAT
Indenture regarding funds held in trust (Section 3.3(c) of the CARAT Indenture);


                                       15
<PAGE>

                    (H) the direction to the CARAT Indenture Trustee to deposit
monies with Paying Agents, if any, other than the CARAT Indenture Trustee
(Section 3.3 of the CARAT Indenture);

                    (I) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of the CARAT
Indenture, the CARAT 200_-_ Notes, the Collateral and each other instrument and
agreement included in the CARAT Trust Estate (Section 3.4 of the CARAT
Indenture);

                    (J) the preparation and filing of all supplements,
amendments, financing statements, continuation statements, instruments of
further assurance and other instruments, in accordance with Section 3.5 of the
CARAT Indenture, necessary to protect the CARAT Trust Estate (Section 3.5 of the
CARAT Indenture);

                    (K) the delivery of the Opinion of Counsel on the Series
200_-_ Closing Date, in accordance with Section 3.6(a) of the CARAT Indenture,
the delivery of the Opinion of Counsel on or before March 15 in each calendar
year, beginning March 15, 200_ regarding maintenance of security liens and
security interests in accordance with Section 3.6(b) of the CARAT Indenture,
each of which relates to the CARAT Trust Estate, and the annual delivery of the
Officers' Certificate and certain other statements, in accordance with Section
3.9 of the CARAT Indenture, as to compliance with the CARAT Indenture (Sections
3.6(a), 3.6(b) and 3.9 of the CARAT Indenture);

                    (L) the identification to the CARAT Indenture Trustee in an
Officers' Certificate of a Person with whom the Issuer has contracted to perform
its duties under the CARAT Indenture (Section 3.7(b) of the CARAT Indenture);

                    (M) the notification of the CARAT Indenture Trustee and the
Rating Agencies of an Administrator Default pursuant to the Trust Sale and
Administration Agreement or the Pooling and Administration Agreement and the
taking of all reasonable steps available to remedy such failure (Section 3.7(d)
of the CARAT Indenture);

                    (N) the preparation and obtaining of documents and
instruments required for the release of the Issuer from its obligations under
the CARAT Indenture (Sections 3.10 and 3.11 of the CARAT Indenture);

                    (O) the delivery of notice to the CARAT Indenture Trustee
and the Rating Agencies of each Event of Default under the CARAT Indenture, each
Administrator Default, each default by the Seller under the Trust Sale and
Administration Agreement and each default by GMAC under the Pooling and
Administration Agreement (Section 3.18 of the CARAT Indenture);

                    (P) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the CARAT Indenture and the preparation and
delivery of an Officers' Certificate and the obtaining of the Opinion of Counsel
and an Independent Certificate relating thereto (Section 4.1 of the CARAT
Indenture);


                                       16

<PAGE>

                    (Q) the compliance with any written directive of the CARAT
Indenture Trustee with respect to the sale of the CARAT Trust Estate in a
commercially reasonable manner if an Event of Default shall have occurred and be
continuing (Section 5.4 of the CARAT Indenture);

                    (R) the preparation and delivery of notice to the CARAT
200_-_ Noteholders and the Swap Counterparty of the resignation or removal of
the CARAT Indenture Trustee and the appointment of a successor CARAT Indenture
Trustee (Section 6.8 of the CARAT Indenture);

                    (S) the preparation of any written instruments required to
confirm more fully the authority of any co-trustee or separate trustee and any
written instruments necessary in connection with the resignation or removal of
any co-trustee or separate trustee (Section 6.10 of the CARAT Indenture);

                    (T) the furnishing of the CARAT Indenture Trustee with the
names and addresses of CARAT 200_-_ Noteholders during any period when the CARAT
Indenture Trustee is not the Note Registrar (Section 7.1 of the CARAT
Indenture);

                    (U) the preparation, the execution on behalf of the Issuer
and the filing with the Securities and Exchange Commission, any applicable state
agencies and the CARAT Indenture Trustee of documents required to be filed on a
periodic basis with, and summaries thereof as may be required by rules and
regulations prescribed by, the Securities and Exchange Commission and any
applicable state agencies and the transmission of such summaries, as necessary,
to the Noteholders (Section 7.3 of the CARAT Indenture);

                    (V) the opening of one or more accounts in the Trust's name,
the preparation of Issuer Orders and Opinions of Counsel and all other actions
necessary with respect to investment and reinvestment of funds in the Designated
Accounts (Sections 8.2 and 8.3 of the CARAT Indenture);

                    (W) the preparation of an Issuer Request and Officer's
Certificate and the obtaining of an Opinion of Counsel, a Materiality Opinion
and Independent Certificates, if necessary, for the release of the CARAT Trust
Estate as defined in the CARAT Indenture (Sections 8.4 and 8.5 of the CARAT
Indenture);

                    (X) the preparation of Issuer Orders and the obtaining of
Opinions of Counsel with respect to the execution of supplemental indentures and
the mailing to the CARAT 200_-_ Noteholders of notices with respect to such
supplemental indentures (Sections 9.1, 9.2 and 9.3 of the CARAT Indenture);

                    (Y) the execution and delivery of new CARAT 200_-_ Notes
conforming to any supplemental indenture (Section 9.6 of the CARAT Indenture);

                    (Z) the notification of the CARAT 200_-_ Noteholders and the
Rating Agencies of redemption of the CARAT 200_-_ Notes or the duty to cause the
CARAT Indenture Trustee to provide such notification (Sections 10.1 and 10.2 of
the CARAT Indenture);


                                       17

<PAGE>

                    (AA) the preparation of all Officer's Certificates, Opinions
of Counsel and Independent Certificates with respect to any requests by the
Issuer to the CARAT Indenture Trustee to take any action under the CARAT
Indenture and delivery thereof to the CARAT Indenture Trustee (Section 11.1(a)
of the CARAT Indenture);

                    (BB) the preparation and delivery of Officers' Certificates
and the obtaining of Independent Certificates, if necessary, for the release of
property from the lien of the CARAT Indenture (Section 11.1(b) of the CARAT
Indenture);

                    (CC) the notification of the Rating Agencies upon the
failure of the CARAT Indenture Trustee to give such notification, of the
information required pursuant to Section 11.4 of the CARAT Indenture (Section
11.4 of the CARAT Indenture);

                    (DD) the preparation and delivery to the CARAT 200_-_
Noteholders, the CARAT Indenture Trustee or any Paying Agent of any agreements
with any Holder of a CARAT 205-SN1 Note with respect to alternate payment and
notice provisions (Section 11.6 of the CARAT Indenture);

                    (EE) the recording of the CARAT Indenture, if applicable
(Section 11.15 of the CARAT Indenture);

                    (FF) the delivery to the CARAT Indenture Trustee of an
Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each
stating that any consolidation or merger of the Issuer and related supplemental
indenture shall have no material adverse tax consequence to the Swap
Counterparty, as required pursuant to Section 2.01(a) of the Swap Counterparty
Rights Agreement;

                    (GG) the delivery to the CARAT Indenture Trustee of an
Officer's Certificate and an Opinion of Counsel addressed to the Issuer, each
stating that any sale, conveyance, exchange, transfer or disposition of property
or assets of the Issuer and related supplemental indenture shall have no
material adverse tax consequence to the Swap Counterparty, as required pursuant
to Section 2.01(b) of the Swap Counterparty Rights Agreement;

                    (HH) the delivery of a copy to the Swap Counterparty of any
notice it shall deliver pursuant to Section 3.7(d) of the CARAT Indenture in
respect of the occurrence of a Administrator Default under the Trust Sale and
Administration Agreement (Section 4.02(b) or the Swap Counterparty Rights
Agreement);

                    (II) the delivery of prompt written notice to the Swap
Counterparty of each Event of Default under the CARAT Indenture, each
Administrator Default, each default on the part of the Seller of its obligations
under the Trust Sale and Administration Agreement and each default on the part
of GMAC of its obligations under the Pooling and Administration Agreement
(Section 4.02(c) of the Swap Counterparty Rights Agreement);

                    (JJ) the delivery to the Swap Counterparty, within five (5)
Business Days after learning of the occurrence thereof, of a copy of the written
notice in the form of an Officer's Certificate delivered to the CARAT Indenture
Trustee, of any event which with


                                       18

<PAGE>

the giving of notice and the lapse of time would become an Event of Default
under Section 5.1(d) of the CARAT Indenture, its status and what action the
Issuer is taking or proposes to take with respect thereto (Section 4.02(d) of
the Swap Counterparty Rights Agreement);

                    (KK) the prompt transmittal to the Swap Counterparty of any
notice received by the Issuer from the CARAT 200_-_ Noteholders to the Swap
Counterparty (Section 4.12 of the Swap Counterparty Rights Agreement);

                    (LL) the delivery to the Swap Counterparty of summaries of
any information, documents or reports required to be filed by the Issuer
pursuant to Sections 7.3(a)(i) and 7.3(a)(ii) of the CARAT Indenture;

                    (MM) the delivery to the Swap Counterparty of a copy of the
Annual Statement of Compliance required by Section 3.9 of the CARAT Indenture
and Section 4.17(c) of the Swap Counterparty Rights Agreement; and

          (b) Additional Duties.

               (i) In addition to the duties of the Trust Administrator set
forth above, the Trust Administrator shall pay costs associated with the
appointment of a successor CARAT Indenture Trustee under the CARAT Indenture and
the appointment of a successor CARAT Owner Trustee under the Trust Agreement, in
each case, from amounts in the CARAT Trust Estate, perform all the duties of the
Issuer under the CARAT Basic Documents, including making all calculations and
shall prepare for execution by the Issuer or the CARAT Owner Trustee or shall
cause the preparation by other appropriate Persons of all such documents,
reports, filings, instruments, certificates, notices and opinions as it shall be
the duty of the Issuer or the CARAT Owner Trustee to prepare, file or deliver
pursuant to the CARAT Basic Documents, and at the request of the CARAT Owner
Trustee shall take all appropriate action that it is the duty of the Issuer or
the CARAT Owner Trustee to take pursuant to the CARAT Basic Documents. Subject
to Section 9.15 of this Agreement, and in accordance with the directions of the
CARAT Owner Trustee, the Trust Administrator shall administer, perform or
supervise the performance of such other activities in connection with the
Collateral (including the CARAT Basic Documents) as are not covered by any of
the foregoing provisions and as are expressly requested by the CARAT Owner
Trustee and are reasonably within the capability of the Trust Administrator.

               (ii) Notwithstanding anything in this Agreement or the CARAT
Basic Documents to the contrary, the Trust Administrator shall be responsible
for promptly notifying the CARAT Owner Trustee if any withholding tax is imposed
on the Trust's payments to a CARAT 200_-_ Certificateholder as contemplated in
Section 5.2(c) of the Trust Agreement. Any such notice shall specify the amount
of any withholding tax required to be withheld by the CARAT Owner Trustee
pursuant to such provision.

               (iii) Notwithstanding anything in this Agreement or the CARAT
Basic Documents to the contrary, the Trust Administrator shall be responsible
for performance of the duties of the CARAT Owner Trustee set forth in Section
5.4 of the Trust Agreement with respect to, among other things, accounting and
reports to the CARAT 200_-_ Certificateholders;


                                       19

<PAGE>

provided, however, that if the CARAT Owner Trustee is notified by the Trust
Administrator that the Issuer is deemed to be taxable as a partnership for
federal income tax purposes, the CARAT Owner Trustee shall retain responsibility
for the distribution to the CARAT 200_-_ Certificateholders of the Schedule K-1s
necessary to enable each CARAT 200_-_ Certificateholder to prepare its federal
and state income tax returns.

               (iv) The Trust Administrator may satisfy any obligations it may
have with respect to clauses (ii) and (iii) above by retaining, at the expense
of the Trust payable by the Trust Administrator, a firm of independent public
accountants acceptable to the CARAT Owner Trustee which shall perform the
obligations of the Trust Administrator thereunder.

               (v) The Trust Administrator shall perform the duties of the Trust
Administrator specified in Section 6.10 of the Trust Agreement required to be
performed in connection with the resignation or removal of the CARAT Owner
Trustee, and any other duties expressly required to be performed by the Trust
Administrator under the Trust Agreement.

               (vi) In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Trust Administrator may enter into
transactions with or otherwise deal with any of its Affiliates; provided,
however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the
Trust Administrator's opinion, no less favorable to the Issuer than would be
available from Persons that are not Affiliates of the Trust Administrator.

          (c) Non-Ministerial Matters.

               (i) With respect to matters described under this Section 4.08
that in the reasonable judgment of the Trust Administrator are non-ministerial,
the Trust Administrator shall not take any action unless, within a reasonable
time before the taking of such action, the Trust Administrator shall have
notified the CARAT Owner Trustee of the proposed action and the CARAT Owner
Trustee shall not have withheld consent or provided an alternative direction.
For the purpose of the preceding sentence, "non-ministerial matters" shall
include:

                    (A) the amendment, change, or modification of or any
supplement to the CARAT Indenture or the other CARAT Basic Documents;

                    (B) the initiation of any claim or lawsuit by the Issuer and
the compromise of any action, claim or lawsuit brought by or against the Issuer;

                    (C) the appointment of successor Note Registrars, successor
Paying Agents and successor CARAT Indenture Trustees pursuant to the CARAT
Indenture, or the appointment of successor Trust Administrators, or the consent
to the assignment by the Note Registrar, Paying Agent or CARAT Indenture Trustee
of its obligations under the CARAT Indenture; and

                    (D) the removal of the CARAT Indenture Trustee.

               (ii) Notwithstanding anything to the contrary in this Agreement,
the Trust Administrator shall not be obligated to, and shall not, (x) make any
payments to the


                                       20

<PAGE>

CARAT 200_-_ Noteholders under the CARAT Basic Documents, (y) sell the CARAT
Trust Estate pursuant to Section 5.4 of the CARAT Indenture or (z) take any
other action that the Issuer directs the Trust Administrator not to take on its
behalf.

          (d) The Trust Administrator shall comply with Section 5.4 of the Trust
Agreement, including, without limitation, maintaining appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer and the
Seller at any time during normal business hours.

                                    ARTICLE V
           NOTEHOLDER ACCOUNTS; COLLECTIONS, DEPOSITS AND INVESTMENTS

     Section 5.01. Establishment of Accounts.

          (a)  (i) The Trust Administrator, for the benefit of the Financial
     Parties, shall establish and maintain in the name of the CARAT Indenture
     Trustee an Eligible Deposit Account known as the Capital Auto Receivables
     Asset Trust 200_-_ Collection Account (the "CARAT Collection Account"),
     bearing an additional designation clearly indicating that the funds
     deposited therein are held for the benefit of the Financial Parties.

               (ii) The Trust Administrator, for the benefit of the CARAT 200_-_
     Noteholders, shall establish and maintain in the name of the CARAT
     Indenture Trustee an Eligible Deposit Account known as the Capital Auto
     Receivables Asset Trust 200_-_ Note Distribution Account (the "Note
     Distribution Account"), bearing an additional designation clearly
     indicating that the funds deposited therein are held for the benefit of the
     CARAT 200_-_ Noteholders.

          (b)  (i) Each of the Designated Accounts shall be initially
     established with the CARAT Indenture Trustee, who shall be the initial
     Account Holder. At any time after the Series 200_-_ Closing Date, the Trust
     Administrator, upon thirty (30) days prior written notice to the Account
     Holder, shall have the right to instruct an Account Holder to transfer any
     or all of the Designated Accounts to another Eligible Institution
     designated by the Trust Administrator in such notice. No Designated Account
     shall be maintained with an Account Holder if the short-term unsecured debt
     obligations of such Account Holder cease to have the Required Deposit
     Rating (except that any Designated Account may be maintained with an
     Account Holder even if the short-term unsecured debt obligations of such
     Account Holder do not have the Required Deposit Rating, if such Account
     Holder maintains such Designated Account as a segregated account in its
     corporate trust department). Should an Account Holder no longer satisfy the
     requirements in the preceding sentence with respect to any Designated
     Account, then the Trust Administrator shall, within ten (10) Business Days
     (or such longer period, not to exceed thirty (30) calendar days, as to
     which each Rating Agency shall consent), with the Account Holder's
     assistance as necessary, cause each affected Designated Account (A) to be
     moved to an Account Holder that is an Eligible Institution with the
     Required Deposit Rating or (B) to be moved to a segregated account in the
     corporate trust department of the Account Holder. All amounts held in such
     accounts shall, to the extent permitted by applicable laws, rules and
     regulations, be invested, at the written direction of the Trust


                                       21

<PAGE>

     Administrator, by such Account Holder in Eligible Investments. Such written
     direction shall constitute certification by the Trust Administrator that
     any such investment is authorized by this Section 5.01. In the absence of
     such prior written instruction from the Trust Administrator to such Account
     Holder, the Account Holder shall invest any uninvested funds in "Citi
     Institutional Liquid Reserves, Fund #349." Investments in Eligible
     Investments shall be made in the name of the CARAT Indenture Trustee or its
     nominee, and such investments shall not be sold or disposed of prior to
     their maturity. Investment Earnings on funds deposited in the Designated
     Accounts shall be payable to the Trust Administrator. Each Account Holder
     holding a Designated Account as provided in this Section 5.01(b)(i), shall
     be a "Securities Intermediary." If a Securities Intermediary shall be a
     Person other than the CARAT Indenture Trustee, the Trust Administrator
     shall obtain the express agreement of such Person to the obligations of the
     Securities Intermediary set forth in this Section 5.01 and an Opinion of
     Counsel that such Person can perform such obligations.

               (ii) With respect to the Designated Account Property, the Account
     Holder agrees, by its acceptance hereof, that:

                    (A) Any Designated Account Property that is held in deposit
               accounts shall be held solely in Eligible Deposit Accounts. The
               Designated Accounts are accounts to which Financial Assets will
               be credited.

                    (B) All securities or other property underlying any
               Financial Assets credited to the Designated Accounts shall be
               registered in the name of the Securities Intermediary, indorsed
               to the Securities Intermediary or in blank or credited to another
               securities account maintained in the name of the Securities
               Intermediary and in no case will any Financial Asset credited to
               any of the Designated Accounts be registered in the name of the
               Issuer, the Trust Administrator or the Seller, payable to the
               order of the Issuer, the Trust Administrator or the Seller or
               specially indorsed to the Issuer, the Trust Administrator or the
               Seller except to the extent the foregoing have been specially
               indorsed to the Securities Intermediary or in blank.

                    (C) All property delivered to the Securities Intermediary
               pursuant to this Agreement will be credited upon receipt of such
               property to the appropriate Designated Account.

                    (D) Each item of property (whether investments, investment
               property, Financial Asset, security, instrument or cash) credited
               to a Designated Account shall be treated as a "financial asset"
               within the meaning of Section 8-102(a)(9) of the New York UCC.

                    (E) If at any time the Securities Intermediary shall receive
               any order from the CARAT Indenture Trustee directing transfer or
               redemption of any Financial Asset relating to the Designated
               Accounts, the Securities


                                       22

<PAGE>

               Intermediary shall comply with such order without further consent
               by the Trust, the Trust Administrator, the Seller or any other
               Person.

                    (F) The Designated Accounts shall be governed by the laws of
               the State of New York, regardless of any provision in any other
               agreement. For purposes of the UCC, New York shall be deemed to
               be the Securities Intermediary's jurisdiction and the Designated
               Accounts (as well as the Security Entitlements related thereto)
               shall be governed by the laws of the State of New York.

                    (G) The Securities Intermediary has not entered into, and
               until the termination of this Agreement will not enter into, any
               agreement with any other Person relating to the Designated
               Accounts and/or any Financial Assets or other property credited
               thereto pursuant to which it has agreed to comply with
               entitlement orders (as defined in Section 8-102(a)(8) of the New
               York UCC) of such other Person and the Securities Intermediary
               has not entered into, and until the termination of this Agreement
               will not enter into, any agreement with the Issuer, the Seller,
               the Trust Administrator, the Account Holder or the CARAT
               Indenture Trustee purporting to limit or condition the obligation
               of the Securities Intermediary to comply with entitlement orders
               as set forth in Section 5.01(b)(ii)(E) hereof.

                    (H) Except for the claims and interest of the CARAT
               Indenture Trustee in the Designated Accounts, the Securities
               Intermediary has no knowledge of claims to, or interests in, the
               Designated Accounts or in any Financial Asset credited thereto.
               If any other Person asserts any Lien, encumbrance or adverse
               claim (including any writ, garnishment, judgment, warrant of
               attachment, execution or similar process) against the Designated
               Accounts or in any Financial Asset carried therein, the
               Securities Intermediary will promptly notify the CARAT Indenture
               Trustee, the Trust Administrator and the Issuer thereof.

                    (I) The Securities Intermediary will promptly send copies of
               all statements, confirmations and other correspondence concerning
               the Designated Accounts and/or any Designated Account Property
               simultaneously to each of the Trust Administrator and the CARAT
               Indenture Trustee, at the addresses set forth in Appendix B to
               this Agreement.

                    (J) The Account Holder shall maintain each item of
               Designated Account Property in the particular Designated Account
               to which such item originated and shall not commingle items from
               different Designated Accounts.

               (iii) The Trust Administrator shall have the power, revocable by
the CARAT Indenture Trustee (or by the CARAT Owner Trustee with the consent of
the CARAT Indenture Trustee) to instruct the CARAT Indenture Trustee to make


                                       23

<PAGE>

withdrawals and payments from the Designated Accounts for the purpose of
permitting the Trust Administrator or the CARAT Owner Trustee to carry out its
respective duties hereunder or permitting the CARAT Indenture Trustee to carry
out its duties under the CARAT Indenture.

               (iv) The CARAT Indenture Trustee shall possess all right, title
and interest in and to all funds on deposit from time to time in the Designated
Accounts and in all proceeds thereof (except Investment Earnings). Except as
otherwise provided herein or in the CARAT Indenture, the Designated Accounts
shall be under the exclusive dominion and control of the CARAT Indenture Trustee
for the benefit of the Securityholders and the CARAT Indenture Trustee shall
have sole signature power and authority with respect thereto.

               (v) The Trust Administrator shall not direct the Account Holder
to make any investment of any funds or to sell any investment held in any of the
Designated Accounts unless the security interest granted and perfected in such
account shall continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in
connection with any direction to the Account Holder to make any such investment
or sale, if requested by the Account Holder, the Trust Administrator shall
deliver to the Account Holder an Opinion of Counsel, acceptable to the Account
Holder, to such effect.

          (c) Pursuant to the Trust Agreement, the Issuer shall possess all
     right, title and interest in and to all funds on deposit from time to time
     in the Certificate Distribution Account and in all proceeds thereof (except
     Investment Earnings). Except as otherwise provided herein or in the Trust
     Agreement, the Certificate Distribution Account shall be under the sole
     dominion and control of the CARAT Owner Trustee for the benefit of the
     CARAT 200_-_ Certificateholder. If, at any time, the Certificate
     Distribution Account ceases to be an Eligible Deposit Account, the CARAT
     Owner Trustee (or the Seller on behalf of the CARAT Owner Trustee, if the
     Certificate Distribution Account is not then held by the CARAT Owner
     Trustee or an Affiliate thereof) shall within ten Business Days (or such
     longer period, not to exceed 30 calendar days, as to which the
     Administrative Agent may consent) establish a new Certificate Distribution
     Account as an Eligible Deposit Account and shall transfer any cash and/or
     any investments to such new Certificate Distribution Account.

          (d) The CARAT Indenture Trustee, the CARAT Owner Trustee, the
     Securities Intermediary, each Account Holder and each other Eligible
     Deposit Institution with whom a Designated Account or the Certificate
     Distribution Account is maintained waives any right of set-off,
     counterclaim, security interest or bankers' lien to which it might
     otherwise be entitled.

     Section 5.02. Investment Earnings. The Trust Administrator shall be
entitled to receive all Investment Earnings when and as paid without any
obligation to the CARAT Owner Trustee, the CARAT Indenture Trustee or the Seller
in respect thereof, and the Trust Administrator shall have no obligation to
deposit any such amount in any account established hereunder. To the extent that
any such amount shall be held in any account held by the CARAT Indenture Trustee


                                       24

<PAGE>

or the CARAT Owner Trustee, or otherwise established hereunder, such amount will
be withdrawn therefrom and paid to the Trust Administrator upon presentation of
a certificate signed by a Responsible Officer of the Trust Administrator setting
forth, in reasonable detail, the amount of such Investment Earnings.

     Section 5.03. Additional Deposits. The Trust Administrator and the Seller
shall deposit in the CARAT Collection Account the aggregate Administrative
Purchase Payments and Warranty Payments with respect to Administrative Secured
Notes and Warranty Secured Notes, respectively. All such deposits with respect
to a Monthly Period shall be made in immediately available funds on or before
the Distribution Date related to such Monthly Period.

                                   ARTICLE VI
                  LIABILITIES OF TRUST ADMINISTRATOR AND OTHERS

     Section 6.01. Liability of Trust Administrator; Indemnities.

          (a) The Trust Administrator shall be liable in accordance with this
     Agreement and the Second Step Secured Notes Assignment only to the extent
     of the obligations in this Agreement and the Pooling and Administration
     Agreement specifically undertaken by the Trust Administrator. Such
     obligations shall include the following:

               (i) The Trust Administrator shall indemnify, defend and hold
          harmless the CARAT Indenture Trustee, the CARAT Owner Trustee and the
          Issuer from and against any taxes that may at any time be asserted
          against any such Person with respect to the transactions contemplated
          in this Agreement, including any sales, gross receipts, general
          corporation, tangible personal property, privilege or license taxes
          (but not including any taxes asserted with respect to, and as of the
          date of, the sale of the COLT 200_-_ Secured Notes to the Issuer or
          the issuance and original sale of the CARAT 200_-_ Notes and the CARAT
          200_-_ Certificates, or asserted with respect to ownership of the COLT
          200_-_ Secured Notes, or federal or other income taxes arising out of
          distributions on the CARAT 200_-_ Notes or the CARAT 200_-_
          Certificates, or any fees or other compensation payable to any such
          Person) and costs and expenses in defending against the same;

               (ii) The Trust Administrator shall indemnify, defend and hold
          harmless the CARAT Indenture Trustee, the CARAT Owner Trustee, the
          Issuer, the CARAT 200_-_ Noteholders and the CARAT 200_-_
          Certificateholders from and against any and all costs, expenses,
          losses, claims, damages, and liabilities to the extent that such cost,
          expense, loss, claim, damage, or liability arose out of, or was
          imposed upon the CARAT Indenture Trustee, the CARAT Owner Trustee, the
          Issuer, the CARAT 200_-_ Noteholders or the CARAT 200_-_
          Certificateholders through the negligence, willful misfeasance or bad
          faith of the Trust Administrator in the performance of its duties
          under this Agreement, the Pooling and Administration Agreement, the
          CARAT Indenture or the Trust Agreement or any other CARAT Basic
          Document or by reason of reckless disregard of its obligations and
          duties under


                                       25

<PAGE>

          this Agreement, the Pooling and Administration Agreement, the CARAT
          Indenture or the Trust Agreement or any other CARAT Basic Document;
          and

               (iii) The Trust Administrator shall indemnify, defend and hold
          harmless the CARAT Indenture Trustee and the CARAT Owner Trustee, and
          their respective agents and servants, from and against all costs,
          expenses, losses, claims, damages and liabilities arising out of or
          incurred in connection with (x) in the case of the CARAT Owner
          Trustee, the CARAT Indenture Trustee's performance of its duties under
          the CARAT Indenture or any other CARAT Basic Document, (y) in the case
          of the CARAT Indenture Trustee, the CARAT Owner Trustee's performance
          of its duties under the Trust Agreement or (z) the acceptance,
          administration or performance by, or action or inaction of, the CARAT
          Indenture Trustee or the CARAT Owner Trustee, as applicable, of the
          trusts and duties contained in this Agreement, the CARAT Basic
          Documents, the CARAT Indenture (in the case of the CARAT Indenture
          Trustee), including the administration of the Trust Estate, and the
          Trust Agreement (in case of the CARAT Owner Trustee), including the
          administration of the CARAT Owner Trust Estate, except in each case to
          the extent that such cost, expense, loss, claim, damage or liability:
          (A) is due to the willful misfeasance, bad faith or negligence (except
          for errors in judgment) of the Person indemnified, (B) to the extent
          otherwise payable to the CARAT Indenture Trustee, arises from the
          CARAT Indenture Trustee's breach of any of its representations or
          warranties in Section 6.13 of the CARAT Indenture, (C) to the extent
          otherwise payable to the CARAT Owner Trustee, arises from the CARAT
          Owner Trustee's breach of any of its representations or warranties set
          forth in Section 6.6 of the Trust Agreement, or (D) shall arise out of
          or be incurred in connection with the performance by the CARAT
          Indenture Trustee of the duties of successor Trust Administrator
          hereunder.

          (b) Indemnification under this Section 6.01 shall include reasonable
     fees and expenses of external counsel and expenses of litigation. If the
     Trust Administrator has made any indemnity payments pursuant to this
     Section 6.01 and the recipient thereafter collects any of such amounts from
     others, the recipient shall promptly repay such amounts collected to the
     Trust Administrator, without interest.

     Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of the Trust Administrator. Any corporation or other entity (a) into which the
Trust Administrator may be merged or consolidated, (b) resulting from any
merger, conversion or consolidation to which the Trust Administrator shall be a
party, (c) succeeding to the business of the Trust Administrator, or (d) more
than 50% of the voting stock (or, if not a corporation, other voting interests)
of which is owned directly or indirectly by General Motors and which is
otherwise servicing the Seller's automotive loans, leases or similar notes or
receivables, which corporation in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Trust Administrator
under this Agreement and the Pooling and Administration Agreement, shall be the
successor to the Trust Administrator under this Agreement and the Pooling and
Administration Agreement without the execution or filing of any paper or any
further act on the part of any of the parties to this Agreement, anything in
this Agreement or in the Pooling and Administration


                                       26

<PAGE>

Agreement to the contrary notwithstanding. The Trust Administrator shall provide
notice of any merger, consolidation or succession pursuant to this Section 6.02
to the Rating Agencies.

     Section 6.03. Limitation on Liability of Trust Administrator and Others.

          (a) Neither the Trust Administrator nor any of the directors or
     officers or employees or agents of the Trust Administrator shall be under
     any liability to the Issuer, the CARAT 200_-_ Noteholders or the CARAT
     200_-_ Certificateholders, except as specifically provided in this
     Agreement and in the Pooling and Administration Agreement, for any action
     taken or for refraining from the taking of any action pursuant to this
     Agreement, the Pooling and Administration Agreement, the CARAT Indenture or
     the Trust Agreement or for errors in judgment; provided, however, that this
     provision shall not protect the Trust Administrator or any such Person
     against any liability that would otherwise be imposed by reason of willful
     misfeasance, bad faith or negligence (except errors in judgment) in the
     performance of duties or by reason of reckless disregard of obligations and
     duties under this Agreement, the Pooling and Administration Agreement, the
     CARAT Indenture, the Trust Agreement or any other CARAT Basic Document. The
     Trust Administrator and any director, officer or employee or agent of the
     Trust Administrator may rely in good faith on the advice of counsel or on
     any document of any kind prima facie properly executed and submitted by any
     Person respecting any matters arising under this Agreement or the Pooling
     and Administration Agreement.

          (b) The Trust Administrator and any director or officer or employee or
     agent of the Trust Administrator shall be reimbursed by the CARAT Indenture
     Trustee or the CARAT Owner Trustee, as applicable, for any contractual
     damages, liability or expense (including any obligation of the Trust
     Administrator to the CARAT Indenture Trustee or the CARAT Owner Trustee, as
     applicable, pursuant to Section 6.01(a)(iii)(x) or (y)) incurred by reason
     of such trustee's willful misfeasance, bad faith or gross negligence
     (except errors in judgment) in the performance of such trustee's duties
     under this Agreement, the CARAT Indenture or the Trust Agreement or by
     reason of reckless disregard of its obligations and duties under this
     Agreement. In no event, however, shall the CARAT Indenture Trustee or the
     CARAT Owner Trustee be liable to the Trust Administrator for any damages in
     the nature of special, indirect or consequential damages, however styled,
     including lost profits, even if either or both of them have been advised of
     the likelihood of such loss or damage.

          (c) Except as provided in this Agreement or in the Pooling and
     Administration Agreement, the Trust Administrator shall not be under any
     obligation to appear in, prosecute or defend any legal action that is not
     incidental to its duties to administer the COLT 200_-_ Secured Notes in
     accordance with this Agreement and the Pooling and Administration Agreement
     and that in its opinion may involve it in any expense or liability;
     provided, however, that the Trust Administrator may undertake any
     reasonable action that it may deem necessary or desirable in respect of
     this Agreement or the Pooling and Administration Agreement and the rights
     and duties of the parties to this Agreement or the Pooling and
     Administration Agreement and the interests of the CARAT 200_-_ Noteholders
     and CARAT 200_-_ Certificateholders under this Agreement and the Pooling
     and Administration Agreement, the interests of the CARAT 200_-_ Noteholders


                                       27

<PAGE>

     under the CARAT Indenture and the interests of the CARAT 200_-_
     Certificateholders under the Trust Agreement. In such event, the legal
     expenses and costs for such action and any liability resulting therefrom
     shall be expenses, costs and liabilities of the Trust and the Trust
     Administrator shall be entitled to be reimbursed therefor.

          (d) The Applicable Trustee shall distribute out of the CARAT
     Collection Account on a Distribution Date any amounts permitted for
     reimbursement pursuant to Section 6.03(c) not previously reimbursed.

     Section 6.04. Delegation of Duties. So long as GMAC acts as Trust
Administrator, the Trust Administrator may, at any time without notice or
consent, delegate any duties under this Agreement or under the Pooling and
Administration Agreement to any corporation or other Person more than 50% of the
voting stock (or, if not a corporation, other voting interests) of which is
owned, directly or indirectly, by General Motors. The Trust Administrator may at
any time perform specific duties as Trust Administrator through sub-contractors
who are in the business of servicing automotive receivables. No such delegation
or sub-contracting shall relieve the Trust Administrator of its responsibility
with respect to such duties.

     Section 6.05. Trust Administrator Not to Resign. Subject to the provisions
of Section 7.02, the Trust Administrator shall not resign from the obligations
and duties imposed on it by this Agreement and the Pooling and Administration
Agreement as Trust Administrator except upon determination that the performance
of its duties under this Agreement or under the Pooling and Administration
Agreement, as the case may be, is no longer permissible under applicable law.
Any such determination permitting the resignation of the Trust Administrator
shall be evidenced by an Opinion of Counsel to such effect delivered to the
CARAT Indenture Trustee and the CARAT Owner Trustee. No such resignation shall
become effective until the CARAT Indenture Trustee or a successor Trust
Administrator shall have assumed the responsibilities and obligations of the
Trust Administrator in accordance with Section 7.02.

                                   ARTICLE VII
                                     DEFAULT

     Section 7.01. Trust Administrator Defaults. Each of the following shall
constitute a "Trust Administrator Default":

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

          (b) any failure on the part of the Seller or the Trust Administrator
     to duly observe or perform in any material respect any other covenants or
     agreements of the Seller or the Trust Administrator set forth in this
     Agreement, the Pooling and Administration Agreement, the CARAT Indenture or
     the Trust Agreement which failure


                                       28

<PAGE>

     (i) materially and adversely affects the rights of CARAT 200_-_ Noteholders
     or CARAT 200_-_ Certificateholders, and (ii) continues unremedied for a
     period of 90 days after the date on which written notice of such failure,
     requiring the same to be remedied, shall have been given to the Seller or
     the Trust Administrator, as applicable, by the CARAT Indenture Trustee or
     the CARAT Owner Trustee, or to the Seller or the Trust Administrator, as
     applicable, and to the CARAT Indenture Trustee or the CARAT Owner Trustee
     by CARAT Noteholders whose CARAT 200_-_ Notes evidence not less than 25% of
     the Outstanding Amount of the Controlling Class as of the close of the
     preceding Distribution Date or by CARAT 200_-_ Certificateholders whose
     CARAT 200_-_ Certificates evidence not less than 25% of the Voting
     Interests as of the close of the preceding Distribution Date;

          (c) the entry of a decree or order by a court or agency or supervisory
     authority having jurisdiction in the premises for the appointment of a
     conservator, receiver or liquidator for the Seller or the Trust
     Administrator, in any insolvency, readjustment of debt, marshalling of
     assets and liabilities or similar proceedings, or for the winding up or
     liquidation of their respective affairs, and the continuance of any such
     decree or order unstayed and in effect for a period of 90 consecutive days;
     or

          (d) the consent by the Seller or the Trust Administrator to the
     appointment of a conservator or receiver or liquidator in any insolvency,
     readjustment of debt, marshalling of assets and liabilities, or similar
     proceedings of or relating to the Seller or the Trust Administrator or of
     or relating to substantially all of their respective property; or the
     Seller or the Trust Administrator shall admit in writing its inability to
     pay its debts generally as they become due, file a petition to take
     advantage of any applicable insolvency or reorganization statute, make an
     assignment for the benefit of its creditors or voluntarily suspend payment
     of its obligations.

Notwithstanding the foregoing, there shall be no Trust Administrator Default
where a Trust Administrator Default would otherwise exist under clause (a) above
for a period of ten business days or under clause (b) for a period of 60 days if
the delay or failure giving rise to the Trust Administrator Default was caused
by an act of God or other similar occurrence. Upon the occurrence of any of
those events, the Trust Administrator shall not be relieved from using its best
efforts to perform its obligations in a timely manner in accordance with the
terms of the Pooling and Administration Agreement and this Agreement and the
Trust Administrator shall provide the CARAT Indenture Trustee, the CARAT Owner
Trustee, the Seller and the Securityholders prompt notice of the failure or
delay by it, together with a description of its efforts to so perform its
obligations.

     Section 7.02. Consequences of a Trust Administrator Default. If a Trust
Administrator Default shall occur and be continuing, either the CARAT Indenture
Trustee or the CARAT 200_-_ Noteholders whose CARAT 200_-_ Notes evidence not
less than a majority of the Outstanding Amount of the Controlling Class as of
the close of the preceding Distribution Date (or, if the CARAT 200_-_ Notes have
been paid in full and the CARAT Indenture has been discharged in accordance with
its terms, by the CARAT Owner Trustee or CARAT 200_-_ Certificateholders whose
CARAT 200_-_ Certificates evidence not less than a majority of the Voting
Interests as of the close of the preceding Distribution Date) by notice then
given in


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<PAGE>

writing to the Trust Administrator and the CARAT Owner Trustee (and to the CARAT
Indenture Trustee if given by the CARAT 200_-_ Noteholders or the CARAT 200_-_
Certificateholders) may terminate all of the rights and obligations of the Trust
Administrator under this Agreement and the Pooling and Administration Agreement.
On or after the receipt by the Trust Administrator of such written notice, all
authority and power of the Trust Administrator under this Agreement and the
Pooling and Administration Agreement, whether with respect to the CARAT 200_-_
Notes, the CARAT 200_-_ Certificates or the CARAT 200_-_ Secured Notes or
otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and
under this Section 7.02. The CARAT Indenture Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Trust Administrator, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the COLT 200_-_ Secured Notes and related documents, or
otherwise. The Trust Administrator agrees to cooperate with the CARAT Indenture
Trustee and the CARAT Owner Trustee in effecting the termination of the
responsibilities and rights of the Trust Administrator under this Agreement and
the Pooling and Administration Agreement including the transfer to the CARAT
Indenture Trustee or the CARAT Owner Trustee for administration by it of all
cash amounts that shall at the time be held by the Trust Administrator for
deposit, or that shall have been deposited by the Trust Administrator in the
CARAT Collection Account, the Note Distribution Account or the Certificate
Distribution Account or thereafter received with respect to the COLT 200_-_
Secured Notes that shall at that time be held by the Trust Administrator.

     Section 7.03. CARAT Indenture Trustee to Act; Appointment of Successor. On
and after the time the Trust Administrator receives a notice of termination
pursuant to Section 7.02, the CARAT Indenture Trustee shall be the successor in
all respects to the Trust Administrator in its capacity as Trust Administrator
under this Agreement and the Pooling and Administration Agreement and the
transactions set forth or provided for in this Agreement and the Pooling and
Administration Agreement and shall be subject to all the responsibilities,
restrictions, duties and liabilities relating thereto placed on the Trust
Administrator by the terms and provisions of this Agreement and the Pooling and
Administration Agreement. As compensation therefor, the CARAT Indenture Trustee
shall be entitled to such compensation (whether payable out of the CARAT
Collection Account or otherwise) as the Trust Administrator would have been
entitled to under this Agreement if no such notice of termination had been given
including the Administration Fee and Investment Earnings. Notwithstanding the
above, the CARAT Indenture Trustee may, if it shall be unwilling so to act, or
shall, if it is legally unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, a successor (i) having a net worth of not
less than $100,000,000, (ii) a long-term unsecured debt rating from Moody's of
at least Baa3 (unless such requirement is expressly waived by Moody's) and (iii)
whose regular business includes the servicing of automotive loans, leases or
similar notes or receivables, as the successor to the Trust Administrator under
this Agreement, the Pooling and Administration Agreement in the assumption of
all or any part of the responsibilities, duties or liabilities of the Trust
Administrator under this Agreement and the Pooling and Administration Agreement.
In connection with such appointment and assumption, the CARAT Indenture Trustee
may make such arrangements for the compensation of such successor out of
payments on COLT 200_-_ Secured Notes as it and such successor shall agree;
provided, however, that no such compensation shall be in excess of that
permitted the Trust Administrator under this Agreement


                                       30

<PAGE>

and the Pooling and Administration Agreement. The CARAT Indenture Trustee and
such successor shall take such action, consistent with this Agreement and the
Pooling and Administration Agreement, as shall be necessary to effectuate any
such succession. Costs associated with the resignation of the Trust
Administrator and the appointment of a successor Trust Administrator shall be
paid by the CARAT Indenture Trustee from amounts in the CARAT Trust Estate.

     Section 7.04. Notification to CARAT 200_-_ Noteholders and CARAT 200_-_
Certificateholders. Upon any termination of, or appointment of a successor to,
the Trust Administrator pursuant to this Article VII, the CARAT Indenture
Trustee shall give prompt written notice thereof to the CARAT 200_-_ Noteholders
and the Rating Agencies, and the CARAT Owner Trustee shall give prompt written
notice thereof to the CARAT 200_-_ Certificateholders.

     Section 7.05. Waiver of Past Defaults. Noteholders whose CARAT 200_-_ Notes
evidence not less than a majority of the Outstanding Amount of the Controlling
Class as of the close of the preceding Distribution Date (or, if all of the
Notes have been paid in full and the CARAT Indenture has been discharged in
accordance with its terms), CARAT 200_-_ Certificateholders whose CARAT 200_-_
Certificates evidence not less than a majority of the Voting Interests as of the
close of the preceding Distribution Date) may, on behalf of all CARAT 200_-_
Noteholders and CARAT 200_-_ Certificateholders, waive any default by the Trust
Administrator in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits to or payments
from any of the accounts in accordance with this Agreement. Upon any such waiver
of a past default, such default shall cease to exist, and any Trust
Administrator Default arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement and the Pooling and Administration
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereon.

                                  ARTICLE VIII
                                   TERMINATION

     Section 8.01. Optional Purchase of All COLT 200_-_ Secured Notes;
Insolvency of Seller; Termination of Trust.

          (a) (i) The Seller shall have the option to purchase all but not less
     than all of the assets of the Trust (other than the Designated Accounts and
     the Certificate Account) on any Distribution Date (the "Optional Purchase
     Date") following the last day of any Monthly Period as of which the
     Aggregate ABS Value is 10% or less of the Aggregate Initial ABS Value. To
     exercise such option, the Seller shall (A) furnish to the Issuer and the
     CARAT Indenture Trustee notice of its intention to exercise such option and
     of the Optional Purchase Date (such notice to be furnished not later than
     25 days prior to the Optional Purchase Date) and (B) deposit in the CARAT
     Collection Account when required pursuant to clause (ii) below an amount
     equal to the aggregate Administrative Purchase Payments for the COLT 200_-_
     Secured Notes, plus the appraised value of any other property held by the
     Trust, provided, that such amount (when added to any funds then on deposit
     in the Designated Accounts and the Certificate Distribution Account) must
     be at least equal to the sum of (1) the Administration Fee for


                                       31

<PAGE>

     the related Monthly Period, (2) the aggregate Redemption Price of all then
     Outstanding Notes, and (3) any amounts payable to the Swap Counterparty
     under any Interest Rate Swap. Such appraised value shall be determined by
     an appraiser mutually satisfactory to the Seller, the CARAT Owner Trustee
     and the CARAT Indenture Trustee.

               (ii) The Seller shall make the deposit set forth in clause (i)(B)
     above in immediately available funds on the Optional Purchase Date. Upon
     the making of such deposit, the CARAT 200_-_ Notes and the CARAT Indenture
     shall be deemed satisfied and discharged, and the Seller shall succeed to
     all interests in and to the Trust (other than the Designated Accounts and
     the rights of the Trust under the Interest Rate Swaps).

          (b) Upon any sale or other disposition of the assets of the Trust
     pursuant to Article V of the CARAT Indenture (an "Event of Default Sale"),
     the Trust Administrator shall instruct the Applicable CARAT Trustee to
     deposit into the CARAT Collection Account from the proceeds of such
     disposition the amount specified in clause SECOND of Section 5.4(b) of the
     CARAT Indenture (the "Event of Default Proceeds"). On the Distribution Date
     (i) on which the Event of Default Proceeds are deposited in the CARAT
     Collection Account (or, if such proceeds are not so deposited on a
     Distribution Date, on the Distribution Date immediately following such
     deposit), or (ii) at any time that the CARAT 200_-_ Notes have not been
     paid in full and the principal balance of the CARAT 200_-_ Notes has been
     declared immediately due and payable following the occurrence of an Event
     of Default under the CARAT Indenture, then until such time as the CARAT
     200_-_ Notes have been paid in full and the CARAT Indenture has been
     discharged or the foregoing Events of Default have been cured or waived as
     provided in Section 5.2(b) of the CARAT Indenture, the Trust Administrator
     shall instruct the CARAT Indenture Trustee (after taking into account the
     application on such Distribution Date of the Total Available Amount
     pursuant to Section 4.05(a)) shall make the following distributions from
     the CARAT Collection Account in the following priority:

               (i) first, to the Trust Administrator, the Administration Fee for
          such Distribution Date and any unpaid Administration Fee from any
          preceding Distribution Date;

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

               (iii) third, to (a) the Note Distribution Account, for payment of
          interest pro rata on the Class A Notes, the Aggregate Class A Interest
          Distributable Amount and (b) to the Swap Counterparty in respect of
          any payments due to the Swap Counterparty in connection with any Early
          Termination Date of any Interest Rate Swaps related to the Class A-2b
          Notes, Class A-2c Notes, Class A-3b Notes, Class A-3c Notes or Class
          A-4 Notes allocated between the Note Distribution Account and the Swap
          Counterparty in proportion to the amounts owing in respect of the
          Aggregate Class A Interest


                                       32

<PAGE>

          Distributable Amount and the amounts owing to the Swap Counterparty in
          connection with such Early Termination Date;

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

               (v) fifth, to (a) the Note Distribution Account, an amount equal
          to the Aggregate Class B Interest Distributable Amount for payment of
          interest on the Class B Notes and (b) the Swap Counterparty in respect
          of any payments due to the Swap Counterparty in connection with any
          Early Termination Date of any Interest Rate Swaps related to the Class
          B-2 Notes, allocated between the Note Distribution Account and the
          Swap Counterparty in proportion to the amounts owing in respect of the
          Aggregate Class B Interest Distributable Amount and the amounts owing
          to the Swap Counterparty in connection with such Early Termination
          Date;

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

               (vii) seventh, to (a) the Note Distribution Account, an amount
          equal to the Aggregate Class C Interest Distributable Amount for
          payment of interest on the Class C Notes and (b) the Swap Counterparty
          in respect of any payments due to the Swap Counterparty in connection
          with any Early Termination Date of any Interest Rate Swaps related to
          the Class C Notes, allocated between the Note Distribution Account and
          the Swap Counterparty in proportion to the amounts owing in respect of
          the Aggregate Class C Interest Distributable Amount and the amounts
          owing to the Swap Counterparty in connection with such Early
          Termination Date;

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

               (ix) ninth, to the CARAT 200_-_ Certificateholders (if the
          Certificate Distribution Account has been established pursuant to
          Section 5.1 of the Trust Agreement, then to such Certificate
          Distribution Account for distribution to the Certificateholders) any
          remaining amounts after the distributions described in clauses (i)
          through (x) above.


                                       33
<PAGE>

Any Event of Default Proceeds remaining after all the deposits and other
payments described above have been made in full, shall be paid to the Seller.

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

          (d) Following the satisfaction and discharge of the CARAT Indenture
     with respect to the CARAT 200_-_ Notes, and the payment in full of the
     principal and interest on the CARAT 200_-_ Notes, the CARAT 200_-_
     Certificateholders shall succeed to the rights of the CARAT 200_-_
     Noteholders hereunder and the CARAT Owner Trustee shall succeed to the
     rights of, and assume the obligations (other than those under Section 7.03
     which shall remain obligations of the CARAT Indenture Trustee) of, the
     CARAT Indenture Trustee pursuant to this Agreement (subject to the
     continuing obligations of the CARAT Indenture Trustee set forth in Section
     4.4 of the CARAT Indenture).

          (e) After indefeasible payment in full to the CARAT Indenture Trustee,
     the CARAT Owner Trustee, the Swap Counterparty, the CARAT 200_-_
     Noteholders, the CARAT 200_-_ Certificateholders and the Trust
     Administrator of all amounts required to be paid under this Agreement, the
     CARAT Indenture, the Interest Rate Swaps and the Trust Agreement (including
     as contemplated by this Section 8.01), (i) any amounts on deposit in the
     CARAT Collection Account (after all other distributions required to be made
     from such accounts have been made and provision for the payment of all
     liabilities of the Trust as required by Section 3808 of the Statutory Trust
     Act) shall be paid to the Seller and (ii) any other assets remaining in the
     Trust shall be distributed to the Seller.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS

     Section 9.01. Amendment.

          (a) This Agreement may be amended by the Seller, the Trust
     Administrator and the CARAT Owner Trustee with the consent of the CARAT
     Indenture Trustee, but without the consent of any of the Financial Parties,
     (i) to cure any ambiguity, (ii) to correct or supplement any provision in
     this Agreement that may be defective or inconsistent with any other
     provision in this Agreement or any other CARAT Basic Documents, (iii) to
     add or supplement any credit enhancement for the benefit of the CARAT
     200_-_ Noteholders of any class or the CARAT 200_-_ Certificateholders
     (provided that if any such addition shall affect any class of CARAT 200_-_
     Noteholders or CARAT 200_-_ Certificateholders differently than any other
     class of CARAT 200_-_ Noteholders or CARAT 200_-_ Certificateholders, then
     such addition shall not, as evidenced by an Opinion of Counsel, adversely
     affect in any material respect the interests of any class of CARAT 200_-_
     Noteholders or the CARAT 200_-_ Certificateholders), (iv) add to the
     covenants, restrictions or obligations of the Seller, the Trust
     Administrator, the CARAT Owner Trustee or the CARAT Indenture Trustee or
     (v) add, change or eliminate any other provision of this Agreement in any
     manner that shall not, as


                                       34

<PAGE>

     evidenced by an Opinion of Counsel, adversely affect in any material
     respect the interests of the Financial Parties.

          (b) This Agreement may also be amended from time to time by the
     Seller, the Trust Administrator and the CARAT Owner Trustee with the
     consent of the CARAT Indenture Trustee, the consent of CARAT 200_-_
     Noteholders whose Notes evidence not less than a majority of the
     Outstanding Amount of the Controlling Class as of the close of the
     preceding Distribution Date and, if any Person other than the Seller or an
     Affiliate of the Seller holds any Certificates, the consent of CARAT 200_-_
     Certificateholders whose CARAT 200_-_ Certificates evidence not less than a
     majority of the Voting Interests as of the close of the preceding
     Distribution Date (which consent, whether given pursuant to this Section
     9.01 or pursuant to any other provision of this Agreement, shall be
     conclusive and binding on such Person and on all future holders of such
     CARAT 200_-_ Notes or CARAT 200_-_ Certificates and of any CARAT 200_-_
     Notes or CARAT 200_-_ Certificates issued upon the transfer thereof or in
     exchange thereof or in lieu thereof whether or not notation of such consent
     is made upon the CARAT 200_-_ Notes or CARAT 200_-_ Certificates) for the
     purpose of adding any provisions to or changing in any manner or
     eliminating any of the provisions of this Agreement, or of modifying in any
     manner the rights of the CARAT 200_-_ Noteholders or the CARAT 200_-_
     Certificateholders; provided, however, that no such amendment shall (i)
     increase or reduce in any manner the amount of, or accelerate or delay the
     timing of, collections of payments on CARAT 200_-_ Notes or distributions
     that shall be required to be made on any CARAT 200_-_ Notes or the Interest
     Rate for any class of CARAT 200_-_ Notes, or (ii) reduce the aforesaid
     percentage required to consent to any such amendment, without the consent
     of the holders of all CARAT 200_-_ Notes and CARAT 200_-_ Certificates then
     outstanding.

          (c) Prior to the execution of any such amendment or consent, the CARAT
     Indenture Trustee shall furnish written notification of the substance of
     such amendment or consent to the Rating Agencies.

          (d) Promptly after the execution of any such amendment or consent, the
     CARAT Owner Trustee shall furnish written notification of the substance of
     such amendment or consent to each Financial Party.

          (e) It shall not be necessary for the consent of CARAT 200_-_
     Noteholders or CARAT 200_-_ amendment or consent, but it shall be
     sufficient if such consent shall approve the substance thereof. The manner
     of obtaining such consents (and any other consents of CARAT 200_-_
     Noteholders or CARAT 200_-_ Certificateholders provided for in this
     Agreement) and of evidencing the authorization of the execution thereof by
     CARAT 200_-_ Noteholders and CARAT 200_-_ Certificateholders shall be
     subject to such reasonable requirements as the CARAT Indenture Trustee or
     the CARAT Owner Trustee may prescribe, including the establishment of
     record dates pursuant to paragraph number 2 of the Note Depository
     Agreement.


                                       35

<PAGE>

          (f) Prior to the execution of any amendment to this Agreement, the
     CARAT Indenture Trustee and the CARAT Owner Trustee shall be entitled to
     receive and conclusively rely upon an Opinion of Counsel stating that the
     execution of such amendment is authorized or permitted by this Section 9.01
     and the Opinion of Counsel referred to in Section 9.02(j). The CARAT
     Indenture Trustee and the CARAT Owner Trustee, may, but shall not be
     obligated to, enter into any such amendment which affects such trustee's
     own rights, duties or immunities under this Agreement or otherwise.

          (g) Each of GMAC and the Seller agrees that such Person shall not
     amend or agree to any amendment of the Pooling and Administration Agreement
     unless such amendment would be permissible under the terms of this Section
     9.01 as if this Section 9.01 were contained in the Pooling and
     Administration Agreement.

     Section 9.02. Protection of Title to Trust.

          (a) The Seller or the Trust Administrator or both shall authorize
     and/or execute, as applicable, and file such financing statements and cause
     to be authorized and/or executed, as applicable, and filed such
     continuation and other statements, all in such manner and in such places as
     may be required by law fully to preserve, maintain and protect the interest
     of the CARAT 200_-_ Noteholders, the CARAT 200_-_ Certificateholders, the
     CARAT Indenture Trustee and the CARAT Owner Trustee under this Agreement
     and the Second Step Secured Notes Assignment in the Purchased Property and
     in the proceeds thereof. The Seller or the Trust Administrator or both
     shall deliver (or cause to be delivered) to the CARAT Indenture Trustee and
     the CARAT Owner Trustee file-stamped copies of, or filing receipts for, any
     document filed as provided above, as soon as available following such
     filing.

          (b) Neither the Seller nor the Trust Administrator shall change its
     state of organization or its name, identity or corporate structure in any
     manner that would, could or might make any financing statement or
     continuation statement filed in accordance with Section 9.02(a) above
     seriously misleading within the meaning of the UCC, unless it shall have
     given the CARAT Indenture Trustee and the CARAT Owner Trustee at least 60
     days prior written notice thereof.

          (c) Each of the Seller and the Trust Administrator shall give the
     CARAT Indenture Trustee and the CARAT Owner Trustee at least 60 days prior
     written notice of any relocation of its principal executive office or
     change of its jurisdiction of incorporation if, as a result of such
     relocation or change of jurisdiction, the applicable provisions of the UCC
     would require the filing of any amendment of any previously filed financing
     or continuation statement or of any new financing statement. The Trust
     Administrator shall at all times maintain each office from which it
     administers COLT 200_-_ Secured Notes and its principal executive office
     within the United States of America.

          (d) The Trust Administrator shall maintain accounts and records as to
     each COLT 200_-_ Secured Note accurately and in sufficient detail to permit
     (i) the reader thereof to know at any time the status of such COLT 200_-_
     Secured Note, including


                                       36

<PAGE>

     payments made and payments owing (and the nature of each), and (ii)
     reconciliation between payments on (or with respect to) each COLT 200_-_
     Secured Note and the amounts from time to time deposited in the CARAT
     Collection Account and Note Distribution Account.

          (e) The Trust Administrator shall maintain its computer systems so
     that, from and after the time of sale under this Agreement and the Second
     Step Secured Notes Assignment of the COLT 200_-_ Secured Notes, the Trust
     Administrator's master computer records (including any back-up archives)
     that refer to any COLT 200_-_ Secured Note indicate clearly that the COLT
     200_-_ Secured Note is owned by the Issuer. Indication of the Issuer's
     ownership of a COLT 200_-_ Secured Note shall be deleted from or modified
     on the Trust Administrator's computer systems when, and only when, the COLT
     200_-_ Secured Note has been paid in full or repurchased by the Seller or
     purchased by the Trust Administrator in accordance with the terms of the
     CARAT Basic Documents.

          (f) In the event that GMAC shall change the jurisdiction in which it
     is incorporated or otherwise enter into any transaction which would result
     in a "new debtor" (as defined in the UCC) succeeding to the obligations of
     GMAC hereunder, GMAC shall comply fully with the obligations of Section
     9.02(a).

          (g) If at any time the Seller or the Trust Administrator proposes to
     sell, grant a security interest in, or otherwise transfer any interest in
     secured notes to any prospective purchaser, lender or other transferee, the
     Trust Administrator and the Seller shall give to such prospective
     purchaser, lender or other transferee computer tapes, records or print-outs
     (including any restored from back-up archives) that, if they refer in any
     manner whatsoever to any COLT 200_-_ Secured Note, indicate clearly that
     such COLT 200_-_ Secured Note has been sold and is owned by the Issuer
     unless such COLT 200_-_ Secured Note has been paid in full or repurchased
     by the Seller or purchased by the Trust Administrator.

          (h) The Trust Administrator shall permit the CARAT Indenture Trustee
     and the CARAT Owner Trustee and their respective agents at any time to
     inspect, audit and make copies of and abstracts from the Trust
     Administrator's records regarding any CARAT 200_-_ Notes then or previously
     included in the Owner Trust Estate.

          (i) The Trust Administrator shall furnish to the CARAT Indenture
     Trustee and the CARAT Owner Trustee at any time upon request a list of all
     COLT 200_-_ Secured Notes then held as part of the Trust, together with a
     reconciliation of such list to the Schedule of Secured Notes and to each of
     the Trust Administrator's Accountings furnished before such request
     indicating removal of COLT 200_-_ Secured Notes from the Trust. Upon
     request, the Trust Administrator shall furnish a copy of any such list to
     the Seller. The CARAT Indenture Trustee, the CARAT Owner Trustee and the
     Seller shall hold any such list and the Schedule of Secured Notes for
     examination by interested parties during normal business hours at their
     respective offices located at the addresses specified in Section 9.03.


                                       37

<PAGE>

     (j) The Trust Administrator shall deliver to the CARAT Indenture Trustee
and the CARAT Owner Trustee promptly after the execution and delivery of this
Agreement and of each amendment thereto, an Opinion of Counsel either (a)
stating that, in the opinion of such counsel, all financing statements and
continuation statements have been authorized and filed as necessary to fully
preserve and protect the interest of the CARAT Indenture Trustee and the CARAT
Owner Trustee in the COLT 200_-_ Secured Notes, and reciting the details of such
filings or referring to prior Opinions of Counsel in which such details are
given, or (b) stating that, in the opinion of such counsel, no such action is
necessary to preserve and protect such interest.

     (k) To the extent required by law, the Seller shall cause the CARAT 200_-_
Notes and the CARAT 200_-_ Certificates to be registered with the Securities and
Exchange Commission pursuant to Section 12(b) or Section 12(g) of the Exchange
Act within the time periods specified in such sections.

     Section 9.03. Notices. All demands, notices and communications upon or to
the Seller, the Trust Administrator, the CARAT Indenture Trustee, the Issuer,
the CARAT Owner Trustee, or the Rating Agencies under this Agreement shall be
delivered in writing as specified in Appendix B hereto.

     Section 9.04. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER
JURISDICTION (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 9.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the CARAT 200_-_
Certificates, the CARAT 200_-_ Notes or the rights of the holders thereof.

     Section 9.06. Assignment. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement may not be assigned by the Seller
without the prior written consent of CARAT 200_-_ Noteholders whose CARAT 200_-_
Notes evidence not less than 66% of the Outstanding Amount of the CARAT 200_-_
Notes as of the close of the preceding Distribution Date of CARAT 200_-_
Certificateholders whose CARAT 200_-_ Certificates evidence not less than 66% of
the Voting Interests as of the close of the preceding Distribution Date. The
Seller shall provide notice of any such assignment to the Rating Agencies.

     Section 9.07. Third-Party Beneficiaries. This Agreement and the Second Step
Secured Notes Assignment and any officer's certificates delivered in connection
therewith shall inure to the benefit of and be binding upon the parties hereto
and, to the extent expressly provided herein, the CARAT 200_-_ Noteholders, the
CARAT 200_-_ Certificateholders, the Swap Counterparty,


                                       38

<PAGE>

the CARAT Indenture Trustee, the CARAT Owner Trustee and their respective
successors and permitted assigns. The Swap Counterparty shall be a third party
beneficiary to this Agreement only to the extent that it has any rights
specified herein or rights with respect to this Agreement specified under the
Swap Counterparty Rights Agreement. Except as otherwise provided in Section
4.08, Section 6.01, the Swap Counterparty Rights Agreement or this Article IX,
no other Person shall have any right or obligation hereunder.

     Section 9.08. Separate Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     Section 9.09. Headings and Cross-References. The various headings in this
Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement.

     Section 9.10. Assignment to CARAT Indenture Trustee. The Seller hereby
acknowledges and consents to any mortgage, pledge, assignment and grant of a
security interest by the Issuer pursuant to the CARAT Indenture for the benefit
of the CARAT 200_-_ Noteholders and (only to the extent expressly provided in
the CARAT Indenture) the CARAT 200_-_ Certificateholders of all right, title and
interest of the Issuer in, to and under the COLT 200_-_ Secured Notes and/or the
assignment of any or all of the Issuer's rights and obligations hereunder to the
CARAT Indenture Trustee.

     Section 9.11. No Petition Covenants. Notwithstanding any prior termination
of this Agreement, the Trust Administrator and the Seller shall not, prior to
the date which is one year and one day after the final distribution with respect
to the CARAT 200_-_ Notes and the CARAT 200_-_ Certificates to the Note
Distribution Account or the Certificate Distribution Account, as applicable,
acquiesce, petition or otherwise invoke or cause the Issuer or COLT to invoke
the process of any court or government authority for the purpose of commencing
or sustaining a case against the Issuer or COLT under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuer or COLT or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Issuer.

     Section 9.12. Limitation of Liability of CARAT Indenture Trustee and CARAT
Owner Trustee.

          (a) Notwithstanding anything contained herein to the contrary, this
     Agreement has been acknowledged and accepted by ___________, not in its
     individual capacity but solely as CARAT Indenture Trustee and in no event
     shall ___________ have any liability for the representations, warranties,
     covenants, agreements or other obligations of the Issuer hereunder or in
     any of the certificates, notices or agreements delivered pursuant hereto,
     as to all of which recourse shall be had solely to the assets of the
     Issuer. For all purposes of this Agreement, in the performance of its
     duties or obligations hereunder or in the performance of any duties or
     obligations of the Issuer hereunder, the CARAT Indenture Trustee shall be
     subject to, and entitled to the benefits of, the terms and provisions of
     Article VI of the CARAT Indenture.


                                       39

<PAGE>

          (b) Notwithstanding anything contained herein to the contrary, this
     Agreement has been executed by Deutsche Bank Trust Company Delaware not in
     its individual capacity but solely in its capacity as CARAT Owner Trustee
     of the Issuer and in no event shall Deutsche Bank Trust Company Delaware in
     its individual capacity or, except as expressly provided in the Trust
     Agreement, as CARAT Owner Trustee of the Issuer have any liability for the
     representations, warranties, covenants, agreements or other obligations of
     the Issuer hereunder or in any of the certificates, notices or agreements
     delivered pursuant hereto, as to all of which recourse shall be had solely
     to the assets of the Issuer. For all purposes of this Agreement, in the
     performance of its duties or obligations hereunder or in the performance of
     any duties or obligations of the Issuer hereunder, the CARAT Owner Trustee
     shall be subject to, and entitled to the benefits of, the terms and
     provisions of Article VI of the Trust Agreement.

     Section 9.13. Tax Treatment. The Trust Administrator covenants that for all
tax purposes the Trust Administrator shall regard and treat the CARAT 200_-_
Notes and the CARAT 200_-_ Certificates in a manner consistent with the
agreements (i) among the Seller, the CARAT Owner Trustee and the CARAT 200_-_
Certificateholders in Section 2.11 of the Trust Agreement and (ii) among the
Seller, the CARAT Indenture Trustee and the CARAT 200_-_ Noteholders in Section
2.14 of the CARAT Indenture.

     Section 9.14. Furnishing Documents. The CARAT Indenture Trustee shall
furnish to CARAT 200_-_ Noteholders, promptly upon receipt of a written request
therefor, copies of the Pooling and Administration Agreement, the Trust
Agreement, the CARAT Indenture and this Agreement.

     Section 9.15. Information to Be Provided by the CARAT Indenture Trustee.

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

          (b) Except to the extent disclosed by the CARAT Indenture Trustee
     pursuant to Section 9.15(c) or (d) below, the CARAT Indenture Trustee shall
     be deemed to have represented to COLT and the Seller on the first day of
     each Monthly Period with respect to the prior Monthly Period that, to the
     best of its knowledge, there were no legal or governmental proceedings
     pending (or known to be contemplated) against _____________ or any property
     of ____________ that would be material to any CARAT 200_-_ Noteholder or,
     to the extent that the CARAT 200_-_ Certificates are registered under the
     Securities Act for public sale, any holder of such CARAT 200_-_
     Certificates.

          (c) The CARAT Indenture Trustee shall, as promptly as practicable
     following notice to or discovery by the CARAT Indenture Trustee of any
     changes to any information regarding the CARAT Indenture Trustee as is
     required for the purpose of


                                       40

<PAGE>

     compliance with Item 1117 of Regulation AB, provide to COLT and the Seller,
     in writing, such updated information.

          (d) The CARAT Indenture Trustee shall deliver to COLT and the Seller
     on or before March 15 of each year, beginning with March 15, 200_, a report
     of a representative of the CARAT Indenture Trustee with respect to the
     immediately preceding calendar year certifying, on behalf of the CARAT
     Indenture Trustee, that except to the extent otherwise disclosed in writing
     to COLT and the Seller, to the best of his or her knowledge, there were no
     legal or governmental proceedings pending (or known to be contemplated)
     against ___________________ or any property of ________________ that would
     be material to any CARAT 200_-_ Noteholder or, to the extent that the CARAT
     200_-_ Certificates are registered under the Securities Act for public
     sale, any holder of such CARAT 200_-_ Certificates.

          (e) The CARAT Indenture Trustee shall deliver to COLT and the Seller
     on or before March 15 of each year, beginning with March 15, 200_, a report
     of a representative of the CARAT Indenture Trustee with respect to the
     immediately preceding calendar year providing to COLT and the Seller such
     information regarding the CARAT Indenture Trustee as is required for the
     purpose of compliance with Item 1119 of Regulation AB. Such information
     shall include, at a minimum a description of any affiliation between the
     CARAT Indenture Trustee and any of the following parties to the CARAT
     200_-SN_ securitization transaction, as such parties are identified to the
     CARAT Indenture Trustee by COLT and the Seller in writing in advance of the
     CARAT 200_-SN_ securitization transaction:

               (i)  the Seller;

               (ii) GMAC;

               (iii) the Issuer;

               (iv) COLT;

               (v)  COLT LLC;

               (vi) the Servicer;

               (vii) the Trust Administrator;

               (viii) the CARAT Owner Trustee;

               (ix) the COLT Indenture Trustee;

               (x)  the COLT Owner Trustee;

               (xi) the Swap Counterparty; and

               (xii) any other material transaction party


                                       41

<PAGE>

In connection with its report regarding the parties listed in clauses (i) and
(xii) above, the CARAT Indenture Trustee shall include a description of whether
there is, and if so, the general character of, any business relationship,
agreement, arrangement, transaction or understanding that is entered into
outside the ordinary course of business or is on terms other than would be
obtained in an arm's length transaction with an unrelated third party, apart
from this securitization transaction, between the CARAT Indenture Trustee and
any of the parties listed above that currently exists or that existed during the
two calendar years immediately preceding the date of such report and that is
material to an investor's understanding of the asset backed securities issued in
the CARAT 200_-SN_ securitization transaction.

     Section 9.16. Independence of the Trust Administrator. For all purposes of
this Agreement, the Trust Administrator shall be an independent contractor and
shall not be subject to the supervision of the Issuer or the CARAT Owner Trustee
with respect to the manner in which it accomplishes the performance of its
obligations hereunder. Unless expressly authorized by the Issuer, the Trust
Administrator shall have no authority to act for or represent the Issuer or the
CARAT Owner Trustee in any way and shall not otherwise be deemed an agent of the
Issuer or the CARAT Owner Trustee.

     Section 9.17. No Joint Venture. Nothing contained in this Agreement (i)
shall constitute the Trust Administrator and either of the Issuer or the CARAT
Owner Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity, (ii) shall be
construed to impose any liability as such on any of them or (iii) shall be
deemed to confer on any of them any express, implied or apparent authority to
incur any obligation or liability on behalf of the others.

     Section 9.18. Other Activities of Trust Administrator. Nothing herein shall
prevent the Trust Administrator or its Affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as an
administrator for any other person or entity even though such person or entity
may engage in business activities similar to those of the Issuer, the CARAT
Owner Trustee or the CARAT Indenture Trustee.


                                       42

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the day and year first above
written.

                                        CAPITAL AUTO RECEIVABLES ASSET TRUST
                                        200_-_

                                        By: DEUTSCHE BANK TRUST COMPANY
                                            DELAWARE, not in its individual
                                            capacity but solely as CARAT Owner
                                            Trustee on behalf of the Trust,


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


                                        CAPITAL AUTO RECEIVABLES, INC.,
                                        Seller


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


                                        GENERAL MOTORS ACCEPTANCE CORPORATION


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

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


_____________,
not in its individual capacity but solely as CARAT Indenture Trustee,


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


                                       S-1                          CARAT 200_-_
                                         Trust Sale and Administration Agreement
<PAGE>

                                                                       EXHIBIT A

                            SCHEDULE OF SECURED NOTES

                        The Schedule of Secured Notes is
                           on file at the offices of:

1.   The CARAT Indenture Trustee

2.   The CARAT Owner Trustee

3.   The COLT Indenture Trustee

4.   General Motors Acceptance Corporation

5.   Capital Auto Receivables, Inc.

<PAGE>

                                                                       EXHIBIT B

                  FORM OF SECOND STEP SECURED NOTES ASSIGNMENT
               PURSUANT TO TRUST SALE AND ADMINISTRATION AGREEMENT

     For value received in accordance with and subject to the Trust Sale and
Administration Agreement, dated as of ____, 200_ (the "Trust Sale and
Administration Agreement"), by and among General Motors Acceptance Corporation,
a Delaware corporation and in its capacity as Trust Administrator under the
Pooling and Administration Agreement described below (the "Trust
Administrator"), Capital Auto Receivables, Inc., a Delaware corporation (the
"Seller"), and Capital Auto Receivables Asset Trust 200_-_, a Delaware statutory
trust (the "Issuer"), the Seller hereby irrevocably sells, transfers, assigns
and otherwise conveys to the Trust, without recourse (subject to the obligations
herein), all right, title and interest of the Seller, whether now owned or
hereafter acquired, in, to and under the following:

          (a) all right, title and interest of the Seller in, to and under the
     COLT 200_-_ Secured Notes and all monies due thereunder on and after the
     Series 200_-_ Closing Date;

          (b) all right, title and interest of the Seller in, to and under the
     COLT 200_-_ Trust Estate securing the COLT 200_-_ Secured Notes, including:
     (i) the Series 200_-_ Lease Assets and all monies due thereunder on and
     after the Cutoff Date and with respect to the Vehicles and, to the extent
     permitted by law, any accessions thereto, (ii) the interest of the Seller
     in any proceeds from claims on any physical damage, credit life, credit
     disability or other insurance policies covering Vehicles or Lessees, and
     (iii) the interest of the Seller in any proceeds from recourse against
     Dealers on the Series 200_-_ Lease Assets;

          (c) all right, title and interest of the Seller in, to and under (i)
     the VAULT Trust Agreement (solely with respect to the Vehicles related to
     Series 200_-_ Lease Assets), (ii) the Pooling and Administration Agreement
     and the First Step Secured Notes Assignment (including the right of the
     Seller to cause GMAC to repurchase COLT 200_-_ Secured Notes under certain
     circumstances), (iii) the COLT Indenture, (iv) the COLT Sale and
     Contribution Agreement, (v) the COLT Custodian Agreement and (vi) the COLT
     Servicing Agreement; and

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


                                       B-1

<PAGE>

     It is the intention of the Seller and the Issuer that the transfer and
assignment contemplated by this Second Step Secured Notes Assignment shall
constitute a sale of the COLT 200_-_ Secured Notes and the other Purchased
Property from the Seller to the Issuer and the beneficial interest in and title
to the COLT 200_-_ Secured Notes and the other Purchased Property shall not be
part of the Seller's estate in the event of the filing of a bankruptcy petition
by or against the Seller under any bankruptcy law.

     The foregoing sale does not constitute and is not intended to result in any
assumption by the Issuer of any obligation of GMAC or the Seller to the Lessees,
Dealers, insurers or any other Person in connection with the COLT 200_-_ Secured
Notes, Series 200_-_ Lease Assets, any Dealer Agreements, any insurance policies
or any agreement or instrument relating to any of them.

          The Seller hereby represents that as of the Series 200_-_ Closing
Date, the Initial Aggregate Secured Note Principal Balance was $ and
acknowledges that in consideration of such COLT 200_-_ Secured Notes, the Trust
has delivered to or upon the order of the Seller the CARAT 200_-_ Notes and the
CARAT 200_-_ Certificate.

     THIS SECOND STEP SECURED NOTES ASSIGNMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER
JURISDICTION (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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


                                       B-2

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers as of the date first above written.

                                        CAPITAL AUTO RECEIVABLES, INC.,
                                        as Seller


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


                                       B-3

<PAGE>

                                                                      APPENDIX C

                           PERFECTION REPRESENTATIONS

     1. While it is the intention of GMAC and the Seller that the transfer and
assignment contemplated by the Pooling and Administration Agreement and the
First Step Secured Notes Assignment shall constitute the sale of the COLT 200_-_
Secured Notes and the other First Step Purchased Property from GMAC to the
Seller and that the transfer and assignment contemplated by the Trust Sale and
Administration Agreement shall constitute the sale of the COLT 200_-_ Secured
Notes and the other Purchased Property from the Seller to the Issuer, the
Pooling and Administration Agreement, the Trust Sale and Administration
Agreement and the CARAT Indenture create a valid and continuing security
interest (as defined in the applicable UCC) in the COLT 200_-_ Secured Notes and
the other Purchased Property in favor of the Seller, the Trust and the CARAT
Indenture Trustee, as applicable, which security interest is prior to all other
Liens, and is enforceable as such as against creditors of and purchasers from
GMAC, the Seller and the Issuer, respectively.

     2. All steps necessary to perfect the Seller's security interest against
the account debtors in the property securing the COLT 200_-_ Secured Notes that
constitute chattel paper will have been taken within ten days of the Series
200_-_ Closing Date.

     3. Prior to the sale of the COLT 200_-_ Secured Notes to the Issuer under
this Agreement, the COLT 200_-_ Secured Notes constitute "chattel paper,"
"payment intangibles," "instruments," "certificated securities" or
"uncertificated securities" within the meaning of the applicable UCC.

     4. The Seller owns and has good and marketable title to the COLT 200_-_
Secured Notes and the other Purchased Property free and clear of any Lien, claim
or encumbrance of any Person.

     5. The Seller has caused or will have caused, within ten days, the filing
of all appropriate financing statements in the proper filing offices in the
appropriate jurisdictions under applicable law in order to perfect the security
interest in the COLT 200_-_ Secured Notes and the other First Step Purchased
Property granted to the Seller under the Pooling and Administration Agreement,
in the COLT 200_-_ Secured Notes and the other Purchased Property granted to the
Issuer under the Trust Sale and Administration Agreement and in the Collateral
granted to the CARAT Indenture Trustee under the CARAT Indenture.

     6. Other than the security interest granted to the Seller pursuant to the
CARAT Basic Documents, the Issuer under the Trust Sale and Administration
Agreement and the CARAT Indenture Trustee under the CARAT Indenture, none of
GMAC, the Seller or the Issuer has pledged, assigned, sold, granted a security
interest in, or otherwise conveyed any of the COLT 200_-_ Secured Notes and the
other Purchased Property. None of GMAC, the Seller or the Issuer has authorized
the filing of, or is aware of, any financing statements against GMAC, the Seller
or the Issuer that include a description of collateral covering any of the COLT
200_-_ Secured Notes and the other Purchased Property other than the financing
statements relating to the security interests granted to the Seller, the Issuer
and the CARAT Indenture Trustee under

<PAGE>

the CARAT Basic Documents or any financing statement that has been terminated.
None of GMAC, the Seller or the Issuer is aware of any judgment or tax lien
filings or lien filings by the Pension Benefit Guaranty Corporation against
GMAC, the Seller or the Issuer.

<PAGE>

                                   APPENDIX A

                              PART I - DEFINITIONS

     All terms defined in this Appendix shall have the defined meanings when
used in the CARAT Basic Documents, unless otherwise defined therein.

     Account Holder: A bank or trust company whose short-term unsecured debt
obligations have the Required Deposit Rating that holds one or more of the
Designated Accounts.

     Act: An Act as specified in Section 11.3(a) of the CARAT Indenture.

     Administration Fee: With respect to a Distribution Date, the basic fee
payable to the Trust Administrator for administration services rendered during
the related Monthly Period, which shall be equal to one-twelfth (1/12th) of the
Administration Fee Rate multiplied by the Aggregate Secured Note Principal
Balance of all COLT 200_-_ Secured Notes held by the Trust as of the opening of
business on the first day of such Monthly Period (or, for the first Distribution
Date, the Administration Fee Rate multiplied by a fraction, the numerator of
which is 60 and the denominator of which is 360, multiplied by the Aggregate
Secured Note Principal Balance as of the Series 200_-_ Closing Date).

     Administration Fee Rate: __% per annum.

     Administrative Purchase Payment: with respect to an Administrative Secured
Note, an amount equal to the Secured Note Principal Balance, plus accrued
interest calculated at the COLT 200_-_ Secured Note Rate, determined as of the
close of business on the last day of the Monthly Period prior to the Monthly
Period as of which the Trust Administrator is required to (or, if earlier,
elects to) purchase such Administrative Secured Note.

     Administrative Secured Note: A COLT 200_-_ Secured Note which the Trust
Administrator is required to purchase pursuant to Section 3.04 of the Pooling
and Administration Agreement or which the Trust Administrator has elected to
repurchase pursuant to Section 8.01(a) of the Trust Sale and Administration
Agreement.

     Affiliate: With respect to any specified Person, any other Person
controlling, controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     Agency Office: The office of the Issuer maintained pursuant Section 3.2 of
the CARAT Indenture.

     Aggregate ABS Value: As defined in Exhibit A of the COLT Servicing
Agreement.


                                  Appendix A-1

<PAGE>

     Aggregate Class Interest Distributable Amounts: The Aggregate Class A
Interest Distributable Amount, the Aggregate Class B Interest Distributable
Amount and the Aggregate Class C Interest Distributable Amount, as the context
requires.

     Aggregate Class A Interest Distributable Amount: With respect to any
Distribution Date, the sum of (i) the aggregate of the Note Class Interest
Distributable Amount for each class of the Class A Notes as of such Distribution
Date and (ii) the Class A Interest Carryover Shortfall as of the close of
business on the preceding Distribution Date.

     Aggregate Class B Interest Distributable Amount: With respect to any
Distribution Date, the sum of (i) the Note Class Interest Distributable Amount
for the Class B Notes as of such Distribution Date and (ii) the Class B Interest
Carryover Shortfall as of the close of business on the preceding Distribution
Date.

     Aggregate Class C Interest Distributable Amount: With respect to any
Distribution Date, the sum of (i) the Note Class Interest Distributable Amount
for the Class C Notes as of such Distribution Date and (ii) the Class C Interest
Carryover Shortfall as of the close of business on the preceding Distribution
Date.

     Aggregate Initial ABS Value: As defined in Exhibit A to the COLT Servicing
Agreement.

     Aggregate Noteholders' Interest Distributable Amount: With respect to any
Distribution Date, the sum of (i) the Aggregate Class A Interest Distributable
Amount as of such Distribution Date, (ii) the Aggregate Class B Interest
Distributable Amount as of such Distribution Date, and (iii) the Aggregate Class
C Interest Distributable Amount as of such Distribution Date.

     Aggregate Noteholders' Principal Distributable Amount: With respect to any
Distribution Date, the sum of (i) the Noteholders' Regular Principal
Distributable Amount as of such Distribution Date and (ii) the Aggregate
Noteholders' Priority Principal Distributable Amount as of such Distribution
Date.

     Aggregate Noteholders' Priority Principal Distributable Amount: With
respect to any Distribution Date, the sum of (i) the First Priority Principal
Distributable Amount and (ii) the Second Priority Principal Distributable
Amount, each as of such Distribution Date.

     Aggregate Note Principal Balance: With respect to the close of business on
a Distribution Date, the sum of the Note Principal Balances for all classes of
CARAT 200_-_ Notes.

     Aggregate Overcollateralization Amount: $__________, which is the excess of
the Aggregate Initial ABS Value over the initial Aggregate Note Principal
Balance.

     Aggregate Secured Note Principal Balance: As defined in Exhibit A to the
COLT Servicing Agreement.

     Annual Statement of Compliance: The Officer's Certificate required to be
delivered by the Issuer, pursuant to Section 3.9 of the CARAT Indenture or the
Officer's Certificate required


                                  Appendix A-2

<PAGE>

to be delivered by the Trust Administrator pursuant to Section 4.01(a) of the
Trust Sale and Administration Agreement, as applicable.

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

     Authorized Officer: With respect to the Issuer, any officer or agent acting
under power of attorney of the CARAT Owner Trustee who is authorized to act for
the CARAT Owner Trustee in matters relating to the Issuer and who is identified
on the list of Authorized Officers delivered by the CARAT Owner Trustee to the
CARAT Indenture Trustee on the Series 200_-_ Closing Date (as such list may be
modified or supplemented from time to time thereafter) or the power of attorney
and, so long as the Trust Sale and Administration Agreement is in effect, any
officer of the Trust Administrator who is authorized to act for the Trust
Administrator in matters relating to the Issuer and to be acted upon by the
Trust Administrator pursuant to the Trust Sale and Administration Agreement and
who is identified on the list of Authorized Officers delivered by the Trust
Administrator to the CARAT Indenture Trustee on the Series 200_-_ Closing Date
(as such list may be modified or supplemented from time to time thereafter).

     Bankruptcy Code: Title 11 of the United States Code, as the same may be
amended from time to time.

     Benefit Plan: Any of (i) an "employee benefit plan" (as defined in Section
3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a
"plan" described in Section 4975(e)(1) of the Code or (iii) any entity whose
underlying assets include plan assets by reason of investment by an employee
benefit plan or plan in such entity.

     Book-Entry Notes: A beneficial interest in the CARAT 200_-_ Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10 of the CARAT Indenture.

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

     CARAT 200_-_ Certificate: Any one of the CARAT 200_-_ Asset Backed
Certificates executed by the CARAT Owner Trustee and authenticated by the CARAT
Owner Trustee in substantially the form set forth in Exhibit A to the Trust
Agreement.

     CARAT 200_-_ Certificate of Trust: The certificate of trust of the Issuer
substantially in the form of Exhibit B to the Trust Agreement filed for the
Trust pursuant to Section 3810(a) of the Statutory Trust Act.

     CARAT 200_-_ Certificateholder: A Person in whose name a CARAT 200_-_
Certificate is registered pursuant to the terms of the Trust Agreement.

     CARAT 200_-_ Certificate Owner: If the CARAT 200_-_ Certificate is
delivered as a book-entry certificate pursuant to Section 3.4(c) of the Trust
Agreement, the Person who is the


                                  Appendix A-3

<PAGE>

beneficial owner of such book-entry certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

     CARAT 200_-_ Noteholders: Holders of record of the CARAT 200_-_ Notes
pursuant to the CARAT Indenture and with respect to any class of CARAT 200_-_
Notes, holders of record of such class of CARAT 200_-_ Notes pursuant to the
CARAT Indenture.

     CARAT 200_-_ Notes: The Class A-_ Notes, the Class A-_ Notes, the Class
A-2b Notes, the Class A-2c Notes, the Class A-3a Notes, the Class A-3b Notes,
the Class A-3c Notes, the Class A-4 Notes, the Class B-1 Notes, the Class B-2
Notes and the Class A-_ Notes issued by the Trust pursuant to the CARAT
Indenture.

     CARAT Basic Documents: The CARAT 200_-_ Certificate of Trust, the Trust
Agreement, the Pooling and Administration Agreement (including the First Step
Secured Notes Assignment), the Trust Sale and Administration Agreement
(including the Second Step Secured Notes Assignment), the Triparty Agreement,
the CARAT Indenture, any Interest Rate Swap, the Swap Counterparty Rights
Agreement, the Note Depository Agreement, the CARAT 200_-_ Notes and the CARAT
200_-_ Certificates.

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

     CARAT Indenture: The CARAT Indenture, dated as of the Series 200_-_ Closing
Date, between the Issuer and the CARAT Indenture Trustee, as the same may be
amended, supplemented or otherwise modified from time to time.

     CARAT Indenture Trustee: _________, not in its individual capacity but
solely as trustee under the CARAT Indenture, or any successor trustee under the
CARAT Indenture.

     CARAT Owner Trust Estate: All right, title and interest of the Trust in and
to the property and rights assigned to the Trust pursuant to Article II of the
Trust Sale and Administration Agreement, all funds on deposit from time to time
in the CARAT Collection Account and the Certificate Distribution Account and all
other property of the Trust from time to time, including any rights of the CARAT
Owner Trustee and the Trust pursuant to the Trust Sale and Administration
Agreement.

     CARAT Owner Trustee: ___________, not in its individual capacity but solely
as trustee, or any successor trustee under the Trust Agreement.

     CARAT Trust Estate: All money, instruments, rights and other property that
are subject or intended to be subject to the lien and security interest of the
CARAT Indenture for the benefit of the Secured Parties (including all property
and interests Granted to the CARAT Indenture Trustee), including all proceeds
thereof, pledged to the CARAT Indenture Trustee pursuant to the Trust Sale and
Administration Agreement.

     CARI: Capital Auto Receivables, Inc., a Delaware corporation.


                                  Appendix A-4

<PAGE>

     Certificate Distribution Account: The account, if applicable, designated as
such, established and maintained pursuant to Section 5.1(a) of the Trust
Agreement.

     Certificate Register: The register of CARAT 200_-_ Certificates specified
in Section 3.4 of the Trust Agreement.

     Certificate Registrar: The registrar at any time of the Certificate
Register, appointed pursuant to Section 3.4(a) of the Trust Agreement.

     Certificateholder: A Person in whose name a CARAT 200_-_ Certificate is
registered pursuant to the terms of the Trust Agreement.

     Class A Interest Carryover Shortfall: With respect to any Distribution
Date, as of the close of business on such Distribution Date, the excess of (i)
the Aggregate Class A Interest Distributable Amount for such Distribution Date
over (ii) the amount that was actually deposited in the Note Distribution
Account on such Distribution Date in respect of interest for the Class A Notes.

     Class A Notes: Collectively, the Class A-2b Notes, the Class A-2c Notes,
the Class A-3a Notes, the Class A-3b Notes, the Class A-3c Notes and the Class
A-4 Notes.

     Class A-1 Notes: The [_____]% Asset Backed Notes, Class A-1 in the initial
aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

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

     Class A-2a Notes: The [_____]% Asset Backed Notes, Class A-2a in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class A-2b Notes: The [Floating Rate] Asset Backed Notes, Class A-2b in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class A-2c Notes: The [Floating Rate] Asset Backed Notes, Class A-2c in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class A-3 Notes: Collectively, the Class A-3a Notes, the Class A-3b Notes
and the Class A-3c Notes.

     Class A-3a Notes: The [_____]% Asset Backed Notes, Class A-3a in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class A-3b Notes: The [Floating Rate] Asset Backed Notes, Class A-3b in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class A-3c Notes: The [Floating Rate] Asset Backed Notes, Class A-3c in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.


                                  Appendix A-5

<PAGE>

     Class A-4 Notes: The [Floating Rate] Asset Backed Notes, Class A-4 in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class B Interest Carryover Shortfall: With respect to any Distribution
Date, as of the close of business on such Distribution Date, the excess of (i)
the Aggregate Class B Interest Distributable Amount for such Distribution Date
over (ii) the amount that was actually deposited in the Note Distribution
Account on such current Distribution Date in respect of interest for the Class B
Notes.

     Class B Notes: Collectively, the Class B-1 Notes and the Class B-2 Notes.

     Class B-1 Notes: The [_____]% Asset Backed Notes, Class B-1 in the initial
aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class B-2 Notes: The [Floating Rate] Asset Backed Notes, Class B-2 in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Class C Interest Carryover Shortfall: With respect to any Distribution
Date, as of the close of business on such Distribution Date, the excess of (i)
the Aggregate Class C Interest Distributable Amount for such Distribution Date
over (ii) the amount that was actually deposited in the Note Distribution
Account on such current Distribution Date in respect of interest for the Class C
Notes.

     Class C Notes: The [Floating Rate] Asset Backed Notes, Class C in the
initial aggregate principal balance of $__________ issued pursuant to the CARAT
Indenture.

     Clearing Agency: An organization registered as a "clearing agency" pursuant
to Section 17A of the Exchange Act. The initial Clearing Agency shall be The
Depository Trust Company.

     Clearing Agency Participant: A securities broker, dealer, bank, trust
company, clearing corporation or other financial institution or other Person for
whom from time to time a Clearing Agency effects book entry transfers and
pledges of securities deposited with the Clearing Agency.

     Clearstream: Clearstream, Luxembourg, societe anonyme (formerly known as
Cedelbank), a corporation organized under the laws of the Duchy of Luxembourg.

     Code: The Internal Revenue Code of 1986, as amended from time to time, and
the Treasury Regulations promulgated thereunder.

     Collateral: The collateral specified in the Granting Clause of the CARAT
Indenture.

     COLT: The trust created by the Declaration of Trust known as the "Central
Originating Lease Trust," "COLT" or "C.O.L. Trust," a Delaware statutory trust.

     COLT 200_-_ Secured Note Rate: With respect to each COLT 200_-_ Secured
Note, the interest rate set forth on that COLT 200_-_ Secured Note.


                                  Appendix A-6

<PAGE>

     COLT 200_-_ Secured Notes: The non-recourse secured notes issued by COLT
and listed on the Schedule of Secured Notes.

     COLT 200_-_ Trust Estate: As defined in Exhibit A of the COLT Servicing
Agreement.

     COLT Indenture: The COLT 200_-_ Indenture, dated as of the Series 200_-_
Closing Date, between COLT and the COLT Indenture Trustee, as the same may be
amended, supplemented or otherwise modified from time to time.

     COLT Indenture Trustee: _______, or any successor thereto under the COLT
Indenture.

     COLT Owner Trustee: [Deutsche Bank Trust Company Delaware, a Delaware
banking corporation], not in its individual capacity but solely as trustee, or
any successor thereto.

     COLT Pull Ahead Funding Agreement: As defined in Exhibit A of the COLT
Servicing Agreement.

     COLT Sale and Contribution Agreement: The COLT 200_-_ Sale and Contribution
Agreement, dated as of the Series 200_-_ Closing Date, between COLT and GMAC, as
the Seller, as the same may be amended, supplemented or otherwise modified from
time to time.

     COLT Servicing Agreement: The COLT 200_-_ Servicing Agreement, dated as of
the Series 200_-_ Closing Date, between COLT and GMAC, as Servicer, as the same
may be amended, supplemented or otherwise modified from time to time.

     Commission: The Securities and Exchange Commission.

     Contingent Interest Rate Swap: Each interest rate swap agreement, including
the schedule and confirmation related thereto, between GMAC and the Trust, as
executed and delivered on the Series 200_-_ Closing Date, as the same may become
effective as provided in the Triparty Agreement or be amended, supplemented,
renewed, extended or replaced from time to time.

     Controlling Class: Shall be (a) so long as the Class A Notes are
outstanding, the Class A Notes, (b) if the Class A Notes are no longer
outstanding but the Class B Notes are outstanding, the Class B Notes and (c) if
the Class A Notes and the Class B Notes are no longer outstanding but the Class
C Notes are outstanding, the Class C Notes.

     Corporate Trust Office: With respect to the CARAT Indenture Trustee or the
CARAT Owner Trustee, the principal office at which at any particular time the
corporate trust business of the CARAT Indenture Trustee or CARAT Owner Trustee,
respectively, shall be administered, which offices at the Series 200_-_ Closing
Date are located, in the case of the CARAT Indenture Trustee, at ___________,
_______, ______, __________, ___, Attn: ____________--Capital Auto Receivables
Asset Trust 200_-_, and in the case of the CARAT Owner Trustee, at _________,
_________, _______, _______, _______, Attn: ___________.

     Cutoff Date: As defined in Exhibit A of the COLT Servicing Agreement.


                                  Appendix A-7
<PAGE>

     Dealer: As defined in Exhibit I to the Declaration.

     Dealer Agreement: An existing agreement between GMAC and a Dealer with
respect to a Series 200_-_ Lease Asset.

     Declaration of Trust or Declaration: the Third Amended and Restated
Declaration of Trust by Deutsche Bank Trust Company Delaware, as COLT Owner
Trustee, dated as of March 25, 2004, acknowledged, accepted and agreed to by
Central Originating Lease, LLC and GMAC, as the same may be amended,
supplemented or otherwise modified from time to time.

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

     Definitive Notes: The CARAT 200_-_ Notes issued in the form of definitive
notes pursuant to Section 2.12 or Section 2.15 of the CARAT Indenture.

     Designated Account Property: The Designated Accounts, all cash,
investments, Financial Assets, securities and investment property held from time
to time in any Designated Account (whether in the form of deposit accounts,
Physical Property, book-entry securities, Uncertificated Securities or
otherwise) and all proceeds of the foregoing but excluding all Investment
Earnings thereon.

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

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

     Distribution Date: With respect to a Monthly Period, the 15th day of the
next succeeding calendar month or, if such 15th day is not a Business Day, the
next succeeding Business Day, commencing ________, 200_.

     Early Termination Date: As defined in each Interest Rate Swap.

     Eligible Deposit Account: Either (i) a segregated account with an Eligible
Institution or (ii) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution have a credit rating from each Rating
Agency in one of its generic rating categories which signifies investment grade.

     Eligible Institution: Either (i) the corporate trust department of the
CARAT Indenture Trustee or the CARAT Owner Trustee or (ii) a depository
institution organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any domestic branch of a
foreign bank), (A) which has either (1) a long-term unsecured debt rating
acceptable to the Rating Agencies or (2) a short-term unsecured debt rating or
certificate


                                  Appendix A-8

<PAGE>

of deposit rating acceptable to the Rating Agencies and (B) whose deposits are
insured by the FDIC.

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

          (i) direct obligations of, and obligations fully guaranteed as to
     timely payment of principal and interest by, the United States of America;

          (ii) demand deposits, time deposits or certificates of deposit of any
     depository institution or trust company incorporated under the laws of the
     United States of America or any state thereof (or any domestic branch of a
     foreign bank) and subject to supervision and examination by Federal or
     State banking or depository institution authorities; provided, however,
     that at the time of the investment or contractual commitment to invest
     therein, the commercial paper or other short-term unsecured debt
     obligations (other than such obligations the rating of which is based on
     the credit of a Person other than such depository institution or trust
     company) thereof shall have a credit rating from each of the Rating
     Agencies in the highest investment category for short-term unsecured debt
     obligations or certificates of deposit granted thereby;

          (iii) commercial paper having, at the time of the investment or
     contractual commitment to invest therein, a rating from each of the Rating
     Agencies in the highest investment category for short-term unsecured debt
     obligations or certificates of deposit granted thereby;

          (iv) investments in money market or common trust funds having a rating
     from each of the Rating Agencies in the highest investment category for
     short-term unsecured debt obligations or certificates of deposit granted
     thereby (including funds for which the CARAT Indenture Trustee or the CARAT
     Owner Trustee or any of their respective affiliates is investment manager
     or advisor, so long as such fund shall have such rating);

          (v) bankers' acceptances issued by any depository institution or trust
     company referred to in clause (ii) above;

          (vi) repurchase obligations with respect to any security that is a
     direct obligation of, or fully guaranteed by, the United States of America
     or any agency or instrumentality thereof the obligations of which are
     backed by the full faith and credit of the United States of America, in
     either case entered into with (A) a depository institution or trust company
     (acting as principal) described in clause (ii) or (B) a depository
     institution or trust company (x) the deposits of which are insured by FDIC
     or (y) the counterparty for which has a rating from each of the Rating
     Agencies in the highest investment category for short-term unsecured debt
     obligations, the collateral for which is held by a custodial bank for the
     benefit of the Trust or the CARAT Indenture Trustee, is marked to market
     daily and is maintained in an amount that exceeds the amount of such
     repurchase obligation, and which is required to be liquidated immediately
     upon the amount of such collateral being less than the amount of such
     repurchase obligation


                                  Appendix A-9

<PAGE>

     (unless the counterparty immediately satisfies the repurchase obligation
     upon being notified of such shortfall); and

          (vii) any other investment permitted by each of the Rating Agencies;

     in each case, unless otherwise permitted by the Rating Agencies, maturing
     (A) not later than the Business Day immediately preceding the next
     Distribution Date or (B) on such next Distribution Date if either (x) such
     investment is issued by the institution with which the Note Distribution
     Account is then maintained or (y) the CARAT Indenture Trustee (so long as
     the short-term unsecured debt obligations of the CARAT Indenture Trustee
     are rated at least P-1 by Moody's and A-1 by S&P on the date such
     investment is made) shall advance funds on such Distribution Date to the
     Note Distribution Account in the amount payable on such investment on such
     Distribution Date pending receipt thereof to the extent necessary to make
     distributions on the CARAT 200_-_ Notes on such Distribution Date. The
     provisions in clauses (ii), (iii), (iv), (vi) and (vii) above requiring
     that certain investments be rated in the highest investment category
     granted by each Rating Agency require such rating from S&P and Moody's, and
     from Fitch, Inc. only if Fitch, Inc. is then rating such investment. For
     purposes of the foregoing, unless the CARAT Indenture Trustee objects at
     the time an investment is made, the CARAT Indenture Trustee shall be deemed
     to have agreed to make such advance with respect to such investment.

     Entitlement Holder: Has the meaning given such term in Section 8-102(a)(7)
of the New York UCC.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended.

     ERISA Affiliate: As defined in Exhibit A of the COLT Servicing Agreement.

     Euroclear: Euroclear Bank SA/NV, Brussels office, as operator of the
Euroclear system.

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

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

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

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

     Exchange Date: As defined in Section 2.1(b) of the CARAT Indenture.

     Executive Officer: With respect to any corporation, the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, Executive
Vice President, any Vice President, the Secretary or the Treasurer of such
corporation; and with respect to any partnership, any general partner thereof.


                                 Appendix A-10

<PAGE>

     Expenses: The expenses described in Section 6.9 of the Trust Agreement.

     FDIC: Federal Deposit Insurance Corporation or any successor agency.

     Final Scheduled Distribution Date: With respect to any CARAT 200_-_ Notes,
the Distribution Date in the month and year set forth below opposite such CARAT
200_-_ Notes:

Class A-1 Notes: _______;
Class A-2 Notes: _______;
Class A-3 Notes: _______;
Class A-4 Notes: _______;
Class B Notes:   _______; and
Class C Notes:   _______.

     Financial Asset: Has the meaning given such term in Article 8 of the New
York UCC. As used herein, the Financial Asset "related to" a Security
Entitlement is the Financial Asset in which the entitlement holder (as defined
in Article 8 of the New York UCC) holding such Security Entitlement has the
rights and property interest specified in Article 8 of the New York UCC.

     Financial Parties: The CARAT 200_-_ Noteholders, the CARAT 200_-_
Certificateholders and, so long as any Interest Rate Swaps are in effect, the
Swap Counterparty.

     First Priority Principal Distributable Amount: With respect to any
Distribution Date, an amount equal to the excess, if any, of (i) the aggregate
Note Principal Balance of the Class A Notes as of the preceding Distribution
Date (after giving effect to any principal payments made on the Class A Notes on
such preceding Distribution Date) (or with respect to the first Distribution
Date, on the Series 200_-_ Closing Date) over (ii) the Aggregate ABS Value at
the close of business on the last day of the related Monthly Period.

     First Step Purchased Property: As defined in Section 2.01 of the Pooling
and Administration Agreement.

     First Step Secured Notes Assignment: As defined in Section 2.02 of the
Pooling and Administration Agreement.

     Fitch: Fitch, Inc., or any successor thereto.

     Fixed Rate Notes: Together, the Class A-_ Notes and the Class A-_ Notes.

     Floating Rate Notes: Collectively, the Class A-_ Notes and the Class A-_
Notes.

     Further Transfer and Administration Agreements: As defined in the recitals
to the Pooling and Administration Agreement.

     General Motors: General Motors Corporation, a Delaware corporation.

     GMAC: General Motors Acceptance Corporation, a Delaware corporation.


                                 Appendix A-11


<PAGE>

     GMAC Interest Rate Swap: Each interest rate swap agreement, including the
schedule and confirmation related thereto, between GMAC and the Swap
Counterparty in effect on the Series 200_-_ Closing Date, as the same may be
amended, supplemented, renewed, extended or replaced from time to time.

     Grant: To mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon, a security
interest in and right of set-off against, deposit, set over and confirm pursuant
to the CARAT Indenture. A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of, the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

     Holder: The Person in whose name a CARAT 200_-_ Note or CARAT 200_-_
Certificate is registered on the Note Register or the Certificate Register, as
applicable.

     Indemnified Parties: The Persons specified in Section 6.9 of the Trust
Agreement.

     Independent: When used with respect to any specified Person, that the
Person (i) is in fact independent of the Issuer, any other obligor upon the
CARAT 200_-_ Notes, the Seller and any Affiliate of any of the foregoing
Persons, (ii) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller or
any Affiliate of any of the foregoing Persons and (iii) is not connected with
the Issuer, any such other obligor, the Seller or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

     Independent Certificate: A certificate or opinion to be delivered to the
CARAT Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1 of the CARAT
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the CARAT Indenture Trustee in the exercise of
reasonable care, and stating that the signer has read the definition of
"Independent" in the CARAT Indenture and that the signer is Independent within
the meaning thereof.

     Indirect Participant: A securities broker, dealer, bank, trust company or
other Person that clears through or maintains a custodial relationship with a
Clearing Agency Participant, either directly or indirectly.

     Initial Aggregate Secured Note Principal Balance: $__________.

     Intercompany Advance Agreement: The CARI Intercompany Advance Agreement
dated as of March 25, 2004, between CARI and GMAC, as amended and supplemented
from time to time.


                                 Appendix A-12

<PAGE>

     Intercompany Note: The Intercompany Note issued by CARI to GMAC under the
Intercompany Advance Agreement.

     Interest Rate: With respect to each class of CARAT 200_-_ Notes, the per
annum rate set forth below:

Class A-1 Notes:         ___%
Class A-2a Notes:
Class A-2b Notes:
Class A-2c Notes:
Class A-3a Notes:
Class A-3b Notes:
Class A-3c Notes:
Class A-4 Notes:
Class A-_ Notes:         ___%
Class A-_ Notes:  LIBOR + __%
Class A-_ Notes:  LIBOR + __%

     Interest Rate Swap: Each interest rate swap agreement, including all
schedules and confirmations related thereto, between the Issuer and the Swap
Counterparty, in effect on the Series 200_-_ Closing Date, as the same may be
amended, supplemented, renewed, extended or replaced from time to time. From and
after the date, if any, on which any Contingent Interest Rate Swaps become
effective as provided in the Triparty Agreement, each shall constitute an
"Interest Rate Swap" for all purposes under the CARAT Basic Documents.

     Interested Parties: As defined in the recitals to the Pooling and
Administration Agreement.

     Investment Company Act: The Investment Company Act of 1940, as the same may
be amended from time to time.

     Investment Earnings: Investment earnings on funds deposited in the
Designated Accounts and the Certificate Distribution Account, net of losses and
investment expenses.

     Issuer: The party named as such in the Trust Sale and Administration
Agreement and in the CARAT Indenture until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the CARAT 200_-_ Notes.

     Issuer Order: A written order signed in the name of the Issuer by any one
of its Authorized Officers and delivered to the CARAT Indenture Trustee.

     Issuer Request: A written request signed in the name of the Issuer by any
one of its Authorized Officers and delivered to the CARAT Indenture Trustee.

     Lease: Any automobile and light truck lease sold, assigned, transferred or
conveyed to COLT, including all other agreements related thereto and all rights
and obligations thereunder.


                                 Appendix A-13

<PAGE>

     Lease Asset: A Lease and the Vehicle related thereto.

     Lessee: With respect to any Series 200_-_ Lease Asset, the lessee or the
co-lessees of the Vehicle and any guarantor of the Lease comprising such Lease
Asset.

     LIBOR: With respect to the initial Distribution Date, ___%; with respect to
each Distribution Date other than the initial Distribution Date, the rate for
deposits in U.S. Dollars for a period of one month which appears on Telerate
Service Page 3750 as of 11:00 a.m., London time, on the day that is two LIBOR
Business Days prior to the preceding Distribution Date. If such rate does not
appear on that date on Telerate Service Page 3750 (or any other page as may
replace that page on that service, or if that service is no longer offered, any
other service for displaying LIBOR or comparable rates as may be selected by the
CARAT Indenture Trustee after consultation with the Seller), then LIBOR will be
the Reference Bank Rate.

     LIBOR Business Day: Any day other than a Saturday, Sunday or any other day
on which banks in London are required or authorized to be closed.

     Lien: Any security interest, lien, charge, pledge, equity, encumbrance or
adverse claim of any kind other than tax liens, mechanics' liens and any liens
that attach by operation of law.

     Materiality Opinion: A written opinion of ________, ____________ or another
nationally recognized law firm experienced in securitization matters reasonably
acceptable to the Swap Counterparty, addressed to the Swap Counterparty and in
form and substance reasonably satisfactory to the Swap Counterparty.

     Monthly Period: Each calendar month (or, in the case of the first Monthly
Period, the period from and including the Series 200_-_ Closing Date to and
including ______, 200_). With respect to any Distribution Date, the "related
Monthly Period" is the Monthly Period preceding the calendar month in which such
Distribution Date occurs.

     Moody's: Moody's Investors Service, Inc., or any successor thereto.

     New York UCC: The UCC as in effect on the Series 200_-_ Closing Date in the
State of New York, and as it may be amended from time to time.

     Note Class Interest Distributable Amount: With respect to any class of
CARAT 200_-_ Notes and any Distribution Date, the product of (i) the outstanding
principal balance of such class of CARAT 200_-_ Notes as of the close of
business on the preceding Distribution Date (or, in the case of the first
Distribution Date, the outstanding principal balance of such class of CARAT
200_-_ Notes on the Series 200_-_ Closing Date) and (ii) in the case of (a) the
Fixed Rate Notes (other than the Class A-_ Notes), one-twelfth of the Interest
Rate for such class (or, in the case of the first Distribution Date, the
Interest Rate for such class, multiplied by a fraction, the numerator of which
is __ and the denominator of which is 360) and (b) the Floating Rate Notes and
the Class A-_ Notes, the product of the Interest Rate for such class of CARAT
200_-_ Notes for such Distribution Date and a fraction, the numerator of which
is the number of days elapsed from and including the prior Distribution Date
(or, in the case of the first Distribution Date, from and including the Series
200_-_ Closing Date), to but excluding that Distribution Date and the
denominator of which is 360.


                                 Appendix A-14

<PAGE>

     Note Depository: The depository from time to time selected by the CARAT
Indenture Trustee on behalf of the Trust in whose name the CARAT 200_-_ Notes
are registered prior to the issue of Definitive Notes. The first Note Depository
shall be Cede & Co., the nominee of the initial Clearing Agency.

     Note Depository Agreement: The agreement, dated as of the Series 200_-_
Closing Date, between the Issuer and The Depository Trust Company, as the
initial Clearing Agency relating to the CARAT 200_-_ Notes, substantially in the
form of Exhibit B to the CARAT Indenture, as the same may be amended and
supplemented from time to time.

     Note Distribution Account: The account designated as such, established and
maintained pursuant to Section 5.01(a)(ii) of the Trust Sale and Administration
Agreement.

     Note Owner: With respect to a Book-Entry Note, the Person who is the
beneficial owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an Indirect
Participant, in each case in accordance with the rules of such Clearing Agency).

     Note Pool Factor: With respect to any class of CARAT 200_-_ Notes and any
Distribution Date, an amount expressed to the seventh decimal place and computed
by the Trust Administrator which is equal to the Note Principal Balance for such
class as of the close of business on such Distribution Date divided by the
initial Note Principal Balance for such class.

     Note Principal Balance: With respect to any class of the CARAT 200_-_ Notes
and any Distribution Date, the initial aggregate principal balance of such class
of the CARAT 200_-_ Notes, reduced by all previous payments to the CARAT 200_-_
Noteholders of such class in respect of principal of such CARAT 200_-_ Notes.

     Note Register: With respect to any class of the CARAT 200_-_ Notes, the
register of such CARAT 200_-_ Notes specified in Section 2.4 of the CARAT
Indenture.

     Note Registrar: The registrar at any time of the Note Register, appointed
pursuant to Section 2.4 of the CARAT Indenture.

     Noteholders' Interest Distributable Amount: For any Distribution Date, the
Aggregate Class Interest Distributable Amount for the Controlling Class.

     Noteholders' Regular Principal Distributable Amount: For any Distribution
Date, the lesser of:

          (A) the Aggregate Note Principal Balance as of the close of the
     immediately preceding Distribution Date or in the case of the first
     Distribution Date, the Aggregate Note Principal Balance on the Series
     200_-_ Closing Date; and

          (B) the excess, if any, of (i) the Aggregate Note Principal Balance on
     such Distribution Date (after giving effect to any Aggregate Noteholders
     Priority Principal Distributable Amount with respect to such Distribution
     Date), over (ii) the result of the


                                 Appendix A-15


<PAGE>

     Aggregate ABS Value at the close of business on the last day of the related
     Monthly Period, minus the Aggregate Overcollateralization Amount.

     Notwithstanding the foregoing, on the Final Scheduled Distribution Date for
any class of the CARAT 200_-_ Notes, the Noteholders' Regular Principal
Distributable Amount shall equal the greater of (i) the amount specified above
and (ii) the excess of (x) the Note Principal Balance of such class of CARAT
200_-_ Notes as of the close of business on the preceding Distribution Date,
over (y) the Aggregate Noteholders' Priority Principal Distributable Amount
allocable to such class on such Distribution Date in accordance with the
priorities specified in Section 8.2(c) of the CARAT Indenture.

     Offered Notes: Collectively, the Class A-2a Notes, the Class A-2b Notes,
the Class A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B-1
Notes, the Class B-2 Notes and the Class C Notes.

     Officer's Certificate: A certificate signed by any Authorized Officer of
the Issuer, under the circumstances described in, and otherwise complying with,
the applicable requirements of Section 11.1 of the CARAT Indenture, and
delivered to the CARAT Indenture Trustee. Unless otherwise specified in the
CARAT Indenture, any reference in the CARAT Indenture to an officer's
certificate shall be to an Officer's Certificate of any Authorized Officer of
the Issuer.

     Opinion of Counsel: A written opinion of counsel, who may, except as
otherwise expressly provided, be an employee of the Seller or the Trust
Administrator. In addition, for purposes of the CARAT Indenture: (i) such
counsel shall be satisfactory to the CARAT Indenture Trustee; (ii) the opinion
shall be addressed to the CARAT Indenture Trustee as Trustee and (iii) the
opinion shall comply with any applicable requirements of Section 11.1 of the
CARAT Indenture and shall be in form and substance satisfactory to the CARAT
Indenture Trustee.

     Optional Purchase Date: As defined in Section 8.01(a) of the Trust Sale and
Administration Agreement.

     Optional Purchase Percentage: _%.

     Outstanding: With respect to the CARAT 200_-_ Notes, as of any date of
determination, all CARAT 200_-_ Notes theretofore authenticated and delivered
under the CARAT Indenture except:

          (i) CARAT 200_-_ Notes theretofore cancelled by the CARAT Indenture
     Trustee or delivered to the CARAT Indenture Trustee for cancellation;

          (ii) CARAT 200_-_ Notes or portions thereof the payment for which
     money in the necessary amount has been theretofore deposited with the CARAT
     Indenture Trustee or any Paying Agent in trust for the Holders of such
     CARAT 200_-_ Notes; provided, however, that if such CARAT 200_-_ Notes are
     to be redeemed, notice of such redemption has been duly given pursuant to
     the CARAT Indenture or provision therefor, satisfactory to the CARAT
     Indenture Trustee, has been made; and


                                 Appendix A-16

<PAGE>

          (iii) CARAT 200_-_ Notes in exchange for or in lieu of other CARAT
     200_-_ Notes which have been authenticated and delivered pursuant to the
     CARAT Indenture unless proof satisfactory to the CARAT Indenture Trustee is
     presented that any such CARAT 200_-_ Notes are held by a bona fide
     purchaser;

provided, however, that in determining whether the Holders of the requisite
Outstanding Amount of the CARAT 200_-_ Notes or of the Controlling Class have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or under any CARAT Basic Document, CARAT 200_-_ Notes both legally and
beneficially owned by the Issuer, any other obligor upon the CARAT 200_-_ Notes,
the Seller or any Affiliate of any of the foregoing Persons shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the CARAT
Indenture Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only CARAT 200_-_ Notes
that the CARAT Indenture Trustee knows to be so owned shall be so disregarded.
CARAT 200_-_ Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the CARAT
Indenture Trustee the pledgor's right so to act with respect to such CARAT
200_-_ Notes and that the pledgee is not the Issuer, any other obligor upon the
CARAT 200_-_ Notes, the Seller or any Affiliate of any of the foregoing Persons.

     Outstanding Amount: As of any date, the aggregate principal amount of all
CARAT 200_-_ Notes or a class of CARAT 200_-_ Notes, as applicable, Outstanding
at such date.

     Owner: As defined in Section 1.02 of the Pooling and Administration
Agreement.

     Paying Agent: With respect to the CARAT Indenture, the CARAT Indenture
Trustee or any other Person that meets the eligibility standards for the CARAT
Indenture Trustee specified in Section 6.11 of the CARAT Indenture and is
authorized by the Issuer to make the payments to and distributions from the
CARAT Collection Account and the Note Distribution Account, including payment of
principal of or interest on the CARAT 200_-_ Notes on behalf of the Issuer. With
respect to the Trust Agreement, any paying agent or co-paying agent appointed
pursuant to Section 3.9 of the Trust Agreement that meets the eligibility
standards for the CARAT Owner Trustee specified in Section 6.13 of the Trust
Agreement. The initial Paying Agent under the CARAT Indenture shall be the CARAT
Indenture Trustee.

     Perfection Representations: The representations, warranties and covenants
set forth in Appendix C to the Trust Sale and Administration Agreement.

     Permanent Regulation S Global Class A-_ Note: As defined in Section 2.1(b)
of the CARAT Indenture.

     Pension Plan: A "pension plan" as such term is defined in Section 3(2) of
ERISA, which is subject to Title IV of ERISA (other than any "multiemployer
plan" as such term is defined in Section 4201(a)(3) of ERISA) and to which GMAC
or any ERISA Affiliate may have any liability.


                                 Appendix A-17

<PAGE>

     Person: Any legal person, including any individual, corporation,
partnership, joint venture, association, limited liability company, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

     Physical Property: (i) Bankers' acceptances, commercial paper, negotiable
certificates of deposit and other obligations that constitute "instruments"
within the meaning of Section 9-102(47) of the New York UCC and are susceptible
of physical delivery and (ii) Security Certificates.

     Pooling and Administration Agreement: The Pooling and Administration
Agreement, dated as of the Series 200_-_ Closing Date, between GMAC and the
Seller, as the same may be amended, supplemented or otherwise modified from time
to time.

     Predecessor Note: With respect to any particular CARAT 200_-_ Note, every
previous CARAT 200_-_ Note evidencing all or a portion of the same debt as that
evidenced by such particular CARAT 200_-_ Note; and, for the purpose of this
definition, any CARAT 200_-_ Note authenticated and delivered under Section 2.5
of the CARAT Indenture in lieu of a mutilated, lost, destroyed or stolen CARAT
200_-_ Note shall be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen CARAT 200_-_ Note.

     Private Notes: Collectively, the Class A-_ Notes and the Class A-_ Notes.

     Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.

     Pull Ahead Lease Asset: As defined in Exhibit A of the COLT Servicing
Agreement.

     Pull Ahead Payment: As defined in Exhibit A of the COLT Servicing
Agreement.

     Purchased Property: As defined in Section 2.01 of the Trust Sale and
Administration Agreement.

     Rating Agencies: As of any date, the nationally recognized statistical
rating organizations requested by the Seller to provide ratings on the CARAT
200_-_ Notes or the CARAT 200_-_ Certificates which are rating the CARAT 200_-_
Notes or the CARAT 200_-_ Certificates on such date.

     Rating Agency Condition: With respect to any action, the condition that
each Rating Agency shall have been given at least 10 days prior notice thereof
and that each of the Rating Agencies shall have notified the Seller, the Trust
Administrator, the Issuer and the CARAT Indenture Trustee in writing that such
action shall not result in a downgrade or withdrawal of the then current rating
of the CARAT 200_-_ Notes.

     Record Date: With respect to (i) the CARAT 200_-_ Notes and with respect to
any Distribution Date, the close of business on the day immediately preceding
such Distribution Date, or if Definitive Notes are issued for any class of CARAT
200_-_ Notes, with respect to such class of CARAT 200_-_ Notes the last day of
the preceding Monthly Period; and (ii) the CARAT 200_-_ Certificates and with
respect to any Distribution Date, the close of business on


                                 Appendix A-18


<PAGE>

the date immediately preceding such Distribution Date, or if Definitive
Certificates are issued, the last day of the preceding Monthly Period.

     Redemption Date: As defined in Section 10.1 of the CARAT Indenture.

     Redemption Price: With respect to the CARAT 200_-_ Notes, the unpaid
principal amount of such CARAT 200_-_ Notes, plus accrued and unpaid interest
thereon.

     Reference Bank Rate: For any Distribution Date other than the initial
Distribution Date, a rate determined on the basis of the rates at which deposits
in United States dollars are offered by reference banks as of 11:00 a.m., London
time, on the day that is two LIBOR Business Days prior to the immediately
preceding Distribution Date to prime banks in the London interbank market for a
period of one month, in amounts approximately equal to the then Note Principal
Balance of the applicable class of the then outstanding Floating Rate Notes. The
reference banks shall be four major banks that are engaged in transactions in
the London interbank market, selected by the Indenture Trustee after
consultation with the Seller. The CARAT Indenture Trustee will request the
principal London office of each of the reference banks to provide a quotation of
its rate. If at least two quotations are provided, the rate will be the
arithmetic mean of the quotations, rounded upwards to the nearest one-sixteenth
of one percent. If on that date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean, rounded upwards to the nearest
one-sixteenth of one percent, of the rates quoted by one or more major banks in
New York City, selected by the CARAT Indenture Trustee after consultation with
the Seller, as of 11:00 a.m., New York City time, on that date to leading
European banks for United States dollar deposits for a period of one month in
amounts approximately equal to the then Note Principal Balance of the applicable
class of the then outstanding Floating Rate Notes. If no quotation can be
obtained, then the Reference Bank Rate will be the rate from the prior
Distribution Date.

     Registered Holder: The Person in whose name a CARAT 200_-_ Note is
registered on the Note Register on the applicable Record Date.

     Regulation AB; Subpart 229.1100: Asset Backed Securities (Regulation AB),
17 C.F.R. Sections 229.1100-229.1123, as such may be amended from time to time
and subject to such clarification and interpretation regulations as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005))
and as may be provided by the commission or its staff from time to time.

     Report of Assessment of Compliance with Servicing Criteria: As defined in
Section 4.02(a) of the Trust Sale and Administration Agreement.

     Required Deposit Rating: A rating on short-term unsecured debt obligations
of P-1 by Moody's; A-1+ by S&P; and if rated by Fitch, F-1 by Fitch. Any
requirement that short-term unsecured debt obligations have the "Required
Deposit Rating" shall mean that such short-term unsecured debt obligations have
the foregoing required ratings from each of such rating agencies.

     Reserve Account: As defined in Exhibit A of the COLT Servicing Agreement.


                                 Appendix A-19

<PAGE>

     Reserve Account Required Amount: As defined in Exhibit A of the COLT
Servicing Agreement.

     Responsible Officer: With respect to the CARAT Indenture Trustee or the
CARAT Owner Trustee, any officer within the Corporate Trust Office of such
trustee having direct responsibility for the administration of the CARAT
Indenture or the Trust Agreement, respectively, or with respect to the CARAT
Owner Trustee, any agent of the CARAT Owner Trustee acting under a power of
attorney, and, with respect to the Trust Administrator, the President, any Vice
President, Assistant Vice President, Secretary, Assistant Secretary or any other
officer or assistant officer of such Person customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

     Retained Certificates: The CARAT 200_-_ Certificates retained by the Seller
pursuant to the Trust Agreement.

     Rule 144A Global Class A-_ Note: As defined in Section 2.1(b) of the CARAT
Indenture.

     S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc., or
any successor thereto.

     Schedule of Secured Notes: The schedule of all COLT 200_-_ Secured Notes
originally held as part of the Trust and on file at the locations listed on
Exhibit A of the Trust Sale and Administration Agreement, as such schedule may
be amended from time to time.

     Second Priority Principal Distributable Amount: With respect to any
Distribution Date, an amount, not less than zero, equal to the difference
between (i) the excess, if any, of (a) the Aggregate Note Principal Balance of
the Class A Notes and the Class B Notes as of the preceding Distribution Date
(after giving effect to any principal payments made on the Class A Notes and the
Class B Notes on such preceding Distribution Date) (or with respect to the first
Distribution Date, on the Series 200_-_ Closing Date) over (b) the Aggregate ABS
Value at the close of business on the last day of the related Monthly Period,
and (ii) the First Priority Principal Distributable Amount, if any, with respect
to such Distribution Date.

     Second Step Secured Notes Assignment: As defined in Section 2.01 of the
Trust Sale and Administration Agreement.

     Secretary of State: The Secretary of State of the State of Delaware.

     Secured Note Interest Distributable Amount: As defined in Exhibit A of the
COLT Servicing Agreement.

     Secured Note Principal Balance: As defined in Exhibit A of the COLT
Servicing Agreement.


                                 Appendix A-20

<PAGE>

     Secured Note Principal Distributable Amount: As defined in Exhibit A of the
COLT Servicing Agreement.

     Secured Note Register: As defined in Exhibit A of the COLT Servicing
Agreement.

     Secured Note Registrar: As defined in Exhibit A of the COLT Servicing
Agreement.

     Secured Notes Purchase Price: The amount described in Section 2.02 of the
Pooling and Administration Agreement.

     Secured Obligations: Obligations consisting of the principal of and
interest on, and any other amounts owing in respect of, the CARAT 200_-_ Notes
and amounts allocable pursuant to the CARAT Indenture with respect to the CARAT
200_-_ Certificates.

     Secured Parties: Each CARAT 200_-_ Noteholder.

     Securities: The CARAT 200_-_ Notes and the CARAT 200_-_ Certificates.

     Securities Act: As defined in Section 2.15(a) of the CARAT Indenture.

     Securities Intermediary: As defined in Section 5.01(b)(i) of the Trust Sale
and Administration Agreement.

     Security Certificate: Has the meaning given such term in Section
8-102(a)(16) of the New York UCC.

     Security Entitlement: Has the meaning given such term in Section
8-102(a)(17) of the New York UCC.

     Securityholder: A Holder of a CARAT 200_-_ Note or a CARAT 200_-_
Certificate.

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

     Series 200_-_ Closing Date: ______, 200_.

     Series 200_-_ Lease Asset Schedule: As set forth in Section 2.19 of the
COLT Servicing Agreement.

     Series 200_-_ Lease Assets: As defined in Exhibit A of the COLT Servicing
Agreement.

     Series 200_-_ Leases: As defined in Exhibit A of the COLT Servicing
Agreement.

     Servicer: GMAC, as servicer under the COLT Servicing Agreement, or any
successor servicer under the COLT Servicing Agreement.

     Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of
Regulation AB.


                                 Appendix A-21

<PAGE>

     State: Any one of the 50 states of the United States of America or the
District of Columbia.

     Stated Maturity: The date specified in each COLT 200_-_ Secured Note as the
fixed date on which the principal of, and interest on, such COLT 200_-_ Secured
Note is due and payable.

     Statutory Trust Act: Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code Section 3801 et seq., as the same may be amended from time to time.

     Swap Counterparty: _________________, as swap counterparty under each
Interest Rate Swap, or any successor or replacement Swap Counterparty from time
to time under each Interest Rate Swap.

     Swap Counterparty Rights Agreement: The Swap Counterparty Rights Agreement,
dated as of the Series 200_-_ Closing Date, among the Swap Counterparty, the
Issuer, GMAC, as Trust Administrator, the Seller, the CARAT Indenture Trustee,
and the Owner Trustee, as amended and supplemented from time to time.

     Temporary Notes: The Notes specified in Section 2.3 of the CARAT Indenture.

     Temporary Regulation S Global Class A-_ Note: As defined in Section 2.1(b)
of the CARAT Indenture.

     Third Party Instrument: Each Interest Rate Swap, each Contingent Interest
Rate Swap and the Triparty Agreement.

     Total Available Amount: With respect to any Distribution Date, the sum of:

          (i) amounts deposited into the CARAT Collection Account on or before
     such Distribution Date pursuant to Section 3.03(c)(iv) of the COLT
     Servicing Agreement;

          (ii) all collections on the COLT 200_-_ Secured Notes held by the
     Trust during the period from the last Distribution Date to but excluding
     the current Distribution Date;

          (iv) the amount, if any, paid by the Swap Counterparty to the Trust
     pursuant to any Interest Rate Swap;

          (v) the Warranty Payment or the Administrative Purchase Payment for
     each COLT 200_-_ Secured Note that the Seller repurchased or the Trust
     Administrator purchased as of the last day of the related Monthly Period;
     and

          (vi) if such Distribution Date is the Optional Purchase Date, all
     amounts deposited into the CARAT Collection Account by the Trust
     Administrator pursuant to Section 8.01(a) of the Trust Sale and
     Administration Agreement.

     Treasury Regulations: The regulations, including proposed or temporary
regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary


                                 Appendix A-22

<PAGE>

regulations shall include analogous provisions of final Treasury Regulations or
other successor Treasury Regulations.

     Triparty Agreement: The Triparty Contingent Assignment Agreement, dated as
of the Series 200_-_ Closing Date, including all schedules, and confirmations
thereto, among the Trust, the Swap Counterparty and GMAC, as the same may be
amended, supplemented, renewed, extended or replaced from time to time.

     Trust: Capital Auto Receivables Asset Trust 200_-_, a Delaware statutory
trust described in the Trust Agreement.

     Trust Administrator: The Person executing the Trust Sale and Administration
Agreement as the Trust Administrator, or its successor in interest pursuant to
Section 6.02 of the Trust Sale and Administration Agreement.

     Trust Administrator Default: An event described in Section 7.01 of the
Trust Sale and Administration Agreement.

     Trust Administrator's Accounting: A certificate, completed by and executed
on behalf of the Trust Administrator, in accordance with Section 3.06 of the
Pooling and Administration Agreement.

     Trust Agreement: The Trust Agreement, dated as of the Series 200_-_ Closing
Date, between the Seller and the CARAT Owner Trustee, as the same may be
amended, supplemented or otherwise modified from time to time.

     Trust Indenture Act or TIA: The Trust Indenture Act of 1939 as in force on
the date hereof, unless otherwise specifically provided.

     Trust Sale and Administration Agreement: The Trust Sale and Administration
Agreement, dated as of the Series 200_-_ Closing Date, between the Seller, the
Trust Administrator and the Trust, as the same may be amended, supplemented or
otherwise modified from time to time.

     UCC: The Uniform Commercial Code as in effect in the relevant jurisdiction
from time to time.

     Unaffiliated Certificateholder: Shall mean any CARAT 200_-_
Certificateholder other than the Seller or an Affiliate of the Seller.

     Uncertificated Security: Has the meaning given to such term in Section
8-102(a)(18) of the New York UCC.

     VAULT: Vehicle Asset Universal Leasing Trust, a Delaware statutory trust
created under the Statutory Trust Act pursuant to the VAULT Trust Agreement.

     VAULT Trust Agreement: The Second Amended and Restated Trust and Servicing
Agreement, dated as of March 25, 2004, between GMAC, as Servicer and Initial
Beneficiary,


                                 Appendix A-23

<PAGE>

and the VAULT Trustee, as the same may be amended, supplemented or otherwise
modified from time to time.

     VAULT Trustee: Chase Bank USA, National Association (f/k/a Chase Manhattan
Bank USA, National Association), as trustee of VAULT under the VAULT Trust
Agreement.

     Vehicle: As defined in Exhibit I to the Declaration.

     Voting Interests: The voting interests in the CARAT 200_-_ Certificates.
Until such time, if any, as the Seller shall transfer any interest in the CARAT
200_-_ Certificates, the Seller shall hold 100% of the Voting Interests. Upon
and after any such transfer, the Voting Interests shall be determined as
provided in Section 3.4(b) of the Trust Agreement.

     Warranty Payment: With respect to each Warranty Secured Note, an amount
equal to the Secured Note Principal Balance, plus accrued interest calculated at
the COLT 200_-_ Secured Note Rate, determined as of the close of business on the
last day of the Monthly Period prior to the Monthly Period as of which the
Seller is required to (or, if earlier, elects to) repurchase such Warranty
Secured Note.

     Warranty Purchaser: The Person described in Section 2.04 of the Trust Sale
and Administration Agreement.

     Warranty Secured Note: A COLT 200_-_ Secured Note that the Warranty
Purchaser has become obligated to repurchase pursuant to Section 2.04 of the
Trust Sale and Administration Agreement.


                                 Appendix A-24
<PAGE>

                         PART II - RULES OF CONSTRUCTION

     (a)  Accounting Terms. As used in this Appendix or the CARAT Basic
          Documents, accounting terms which are not defined, and accounting
          terms partly defined, herein or therein shall have the respective
          meanings given to them under generally accepted accounting principles.
          To the extent that the definitions of accounting terms in this
          Appendix or the CARAT Basic Documents are inconsistent with the
          meanings of such terms under generally accepted accounting principles,
          the definitions contained in this Appendix or the CARAT Basic
          Documents will control.

     (b)  "Hereof," etc. The words "hereof," "herein" and "hereunder" and words
          of similar import when used in this Appendix or any CARAT Basic
          Document will refer to this Appendix or such CARAT Basic Document as a
          whole and not to any particular provision of this Appendix or such
          CARAT Basic Document; and Section, Schedule and Exhibit references
          contained in this Appendix or any CARAT Basic Document are references
          to Sections, Schedules and Exhibits in or to this Appendix or such
          CARAT Basic Document unless otherwise specified. The word "or" is not
          exclusive.

     (c)  Reference to Distribution Dates. With respect to any Distribution
          Date, the "related Monthly Period," and the "related Record Date,"
          will mean the Monthly Period and Record Date, respectively,
          immediately preceding such Distribution Date, and the relationships
          among Monthly Periods and Record Dates will be correlative to the
          foregoing relationships.

     (d)  Number and Gender. Each defined term used in this Appendix or the
          CARAT Basic Documents has a comparable meaning when used in its plural
          or singular form. Each gender-specific term used in this Appendix or
          the CARAT Basic Documents has a comparable meaning whether used in a
          masculine, feminine or gender-neutral form.

     (e)  Including. Whenever the term "including" (whether or not that term is
          followed by the phrase "but not limited to" or "without limitation" or
          words of similar effect) is used in this Appendix or the CARAT Basic
          Documents in connection with a listing of items within a particular
          classification, that listing will be interpreted to be illustrative
          only and will not be interpreted as a limitation on, or exclusive
          listing of, the items within that classification.


                                     Part II

<PAGE>

                                   APPENDIX B

                         Notice Addresses and Procedures

          All requests, demands, directions, consents, waivers, notices,
authorizations and communications provided or permitted under any CARAT Basic
Document to be made upon, given or furnished to or filed with the Seller, the
Trust Administrator, the CARAT Indenture Trustee, the Issuer, the CARAT Owner
Trustee or the Rating Agencies shall be in writing, personally delivered, sent
by facsimile with a copy to follow via first class mail or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt:

          (a) in the case of the Seller, at the following address:

               Capital Auto Receivables, Inc.
               Corporation Trust Center
               1209 Orange Street
               Wilmington, Delaware 19801,

          with a copy to:

               Manager - Securitization,
               General Motors Acceptance Corporation
               200 Renaissance Center
               12th Floor, MC: 482-B12-C24
               Detroit, MI 48265,

          (b) in the case of the Servicer and the Trust Administrator, at the
     following address:

               Director - Global Securitization
               General Motors Acceptance Corporation
               200 Renaissance Center
               12th Floor, MC: 482-B12-C24
               Detroit, MI 48265,

          (c) in the case of the CARAT Indenture Trustee, at its Corporate Trust
     Office,

               and

          (d) in the case of the Issuer or the CARAT Owner Trustee, to the CARAT
     Owner Trustee at its Corporate Trust Office,


                                  Appendix B-1

<PAGE>

          with a copy to:

               ______________
               Attention: __________ - ___________
               ______________
               ______________

          and with a copy to:

               Capital Auto Receivables, Inc.,
               Attention: Manager-Securitization
               200 Renaissance Center
               12th Floor, MC: 482-B12-C24
               Detroit, MI 48265

The Issuer shall promptly transmit any notice received by it from the CARAT
200_-_ Noteholders to the CARAT Indenture Trustee and the CARAT Indenture
Trustee shall likewise promptly transmit any notice received by it from the
CARAT 200_-_ Noteholders to the Issuer:

          (e)  in the case of Moody's Investors Service, Inc., to

               Moody's Investors Service, Inc.
               ABS Monitoring Department,
               99 Church Street,
               New York, New York 10007,

          (f)  in the case of Standard & Poor's Ratings Services, to

               Standard & Poor's Ratings Services,
               55 Water Street
               40th Floor
               New York, New York 10041
               Attention: Asset Backed Surveillance Department,

          (g)  in the case of Fitch, Inc., to

               Fitch, Inc.,
               One State Street Plaza,
               New York, New York 10004,
               Attention: Asset-Backed Surveillance, and


                                  Appendix B-2

<PAGE>

          (h)  in the case of Swap Counterparty, to

               ________________
               ________________
               ________________
               Attention: ________

          with a copy to:

               ________________
               ________________
               ________________
               Attention: ________
               Facsimile: ________

or at such other address as shall be designated by such Person in a written
notice to the other parties to this Agreement.

          Where any CARAT Basic Document provides for notice to CARAT 200_-_
Noteholders or CARAT 200_-_ Certificateholders of any condition or event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if it is in writing and mailed, first-class, postage prepaid to each CARAT
200_-_ Noteholder or CARAT 200_-_ Certificateholders affected by such condition
or event, at such Person's address as it appears on the Note Register or CARAT
200_-_ Certificate Register, as applicable, not later than the latest date, and
not earlier than the earliest date, prescribed in such CARAT Basic Document for
the giving of such notice. If notice to CARAT 200_-_ Noteholders or CARAT 200_-_
Certificateholders is given by mail, neither the failure to mail such notice nor
any defect in any notice so mailed to any particular CARAT 200_-_ Noteholders or
CARAT 200_-_ Certificateholders shall affect the sufficiency of such notice with
respect to other CARAT 200_-_ Noteholders or CARAT 200_-_ Certificateholders,
and any notice that is mailed in the manner herein provided shall conclusively
be presumed to have been duly given regardless of whether such notice is in fact
actually received.


                                  Appendix B-3