exv4w3



 





EXHIBIT 4.3




 

 






POOLING AND SERVICING AGREEMENT




BETWEEN




CAPITAL AUTO RECEIVABLES LLC




AND




GMAC LLC




DATED AS OF SEPTEMBER 27, 2007




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	SECTION 1.01
	 	Definitions	 	 	1	 
	SECTION 1.02
	 	Owner of a Receivable	 	 	2	 
	 
	 	 	 	 	 	 
	ARTICLE II PURCHASE AND SALE OF RECEIVABLES	 	 	2	 
	 
	 	 	 	 	 	 
	SECTION 2.01
	 	Purchase and Sale of Receivables	 	 	2	 
	SECTION 2.02
	 	Receivables Purchase Price	 	 	3	 
	SECTION 2.03
	 	The Closing	 	 	3	 
	SECTION 2.04
	 	Custody of Receivable Files	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES	 	 	4	 
	 
	 	 	 	 	 	 
	SECTION 3.01
	 	Duties of the Servicer	 	 	4	 
	SECTION 3.02
	 	Collection of Receivable Payments	 	 	5	 
	SECTION 3.03
	 	[Reserved]	 	 	5	 
	SECTION 3.04
	 	Realization Upon Liquidating Receivables	 	 	5	 
	SECTION 3.05
	 	Maintenance of Insurance Policies	 	 	6	 
	SECTION 3.06
	 	Maintenance of Security Interests in Vehicles	 	 	6	 
	SECTION 3.07
	 	Covenants, Representations and Warranties of the Servicer	 	 	6	 
	SECTION 3.08
	 	Purchase of Receivables Upon Breach of Covenant	 	 	8	 
	SECTION 3.09
	 	Basic Servicing Fee; Payment of Certain Expenses by Servicer	 	 	8	 
	SECTION 3.10
	 	Servicer’s Accounting	 	 	8	 
	SECTION 3.11
	 	Application of Collections	 	 	9	 
	 
	 	 	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES	 	 	9	 
	 
	 	 	 	 	 	 
	SECTION 4.01
	 	Representations and Warranties as to the Receivables	 	 	9	 
	SECTION 4.02
	 	Additional Representations and Warranties of GMAC	 	 	12	 
	SECTION 4.03
	 	Representations and Warranties of CARI	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE V ADDITIONAL AGREEMENTS	 	 	14	 
	 
	 	 	 	 	 	 
	SECTION 5.01
	 	Conflicts With Further Transfer and Servicing Agreements	 	 	14	 
	SECTION 5.02
	 	Protection of Title	 	 	14	 
	SECTION 5.03
	 	Other Liens or Interests	 	 	15	 
	SECTION 5.04
	 	Repurchase Events	 	 	15	 
	SECTION 5.05
	 	Indemnification	 	 	15	 
	SECTION 5.06
	 	Further Assignments	 	 	15	 
	SECTION 5.07
	 	Pre-Closing Collections	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE VI CONDITIONS	 	 	16	 
	 
	 	 	 	 	 	 
	SECTION 6.01
	 	Conditions to Obligation of CARI	 	 	16	 
	SECTION 6.02
	 	Conditions to Obligation of the Seller	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE VII MISCELLANEOUS PROVISIONS	 	 	17	 
	 
	 	 	 	 	 	 
	SECTION 7.01
	 	Amendment	 	 	17	 
	SECTION 7.02
	 	Survival	 	 	17	 
	SECTION 7.03
	 	Notices	 	 	17	 
	SECTION 7.04
	 	Governing Law	 	 	17	 
	SECTION 7.05
	 	Waivers	 	 	17	 
	SECTION 7.06
	 	Costs and Expenses	 	 	17	 
	SECTION 7.07
	 	Confidential Information	 	 	17	 






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	 	 	 	 	Page	 
	 
	SECTION 7.08
	 	Headings	 	 	18	 
	SECTION 7.09
	 	Counterparts	 	 	18	 
	SECTION 7.10
	 	No Petition Covenant	 	 	18	 
	SECTION 7.11
	 	Limitations on Rights of Others	 	 	18	 
	 
	 	 	 	 	 	 
	EXHIBIT A
	 	Form of First Step Receivables Assignment	 	 	 	 
	 
	 	 	 	 	 	 
	SCHEDULE A
	 	Schedule of Receivables	 	 	 	 
	 
	 	 	 	 	 	 
	APPENDIX A
	 	Definitions, Rules of Construction and Notices	 	 	 	 
	 
	 	 	 	 	 	 
	APPENDIX B
	 	Additional Representations and Warranties	 	 	 	 







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     THIS POOLING AND SERVICING AGREEMENT, dated as of September 27, 2007, between CAPITAL AUTO
RECEIVABLES LLC, a Delaware limited liability company (“CARI”), and GMAC LLC, a Delaware
limited liability company (herein referred to as the “Seller” in its capacity as seller of
the Receivables and as the “Servicer” in its capacity as servicer of the Receivables).



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



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



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



     WHEREAS, the Issuing Entity may issue debentures, notes, participations, certificates of
beneficial interest, partnership interests or other interests or securities (collectively, any such
issued interests or securities being “Securities”) to fund its acquisition of such
contracts and related rights;



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



     WHEREAS, the Servicer is willing to service such contracts in accordance with the terms hereof
for the benefit of CARI and, by its execution of the Further Transfer and Servicing Agreements,
will be willing to service such contracts in accordance with the terms of such Further Transfer and
Servicing Agreements for the benefit of the Issuing Entity and each other party identified or
described herein or in the Further Transfer and Servicing Agreements as having an interest as
owner, trustee, secured party, or holder of Securities (the Issuing Entity and all such parties
under the Further Transfer and Servicing Agreements being “Interested Parties”) with
respect to such contracts, and the proceeds thereof, as the interests of such parties may appear
from time to time.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I

DEFINITIONS




     SECTION 1.01 Definitions. Certain capitalized terms used in this Agreement are
defined in and shall have the respective meanings assigned to them in Part I of Appendix A
to this Agreement. All references herein to “the Agreement” or “this Agreement” are to this Pooling and
Servicing Agreement as it may be amended, supplemented or modified from time to



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time, and all references herein to Articles and Sections are to Articles or Sections of this Agreement unless
otherwise specified. The rules of construction set forth in Part II of such Appendix A
shall be applicable to this Agreement.



     SECTION 1.02 Owner of a Receivable. For purposes of this Agreement, the
“Owner” of a Receivable shall mean CARI until the sale, transfer, assignment or other
conveyance of such Receivable by CARI pursuant to the terms of the Further Transfer and Servicing
Agreements, and thereafter shall mean the Issuing Entity; provided, that the Seller, the
Servicer or CARI, as applicable, shall be the “Owner” of any Receivable from and after the
time that such Person shall acquire such Receivable, whether pursuant to Section 3.08 or
5.04 of this Agreement, any provision of the Further Transfer and Servicing Agreements or
otherwise.



ARTICLE II

PURCHASE AND SALE OF RECEIVABLES




     SECTION 2.01 Purchase and Sale of Receivables.



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




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



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



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



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



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



               (vi) all present and future claims, demands, causes and choses in action in respect of any or
all the foregoing described in clauses (i) through (v) above and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing,
including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds,



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investment property, payment intangibles, general intangibles, condemnation awards, rights to payment of any
and every kind and other forms of obligations and receivables, instruments and other property which
at any time constitute all or part of or are included in the proceeds of any of the foregoing.



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



          (b) It is the intention of the Seller and CARI that the transfer and assignment of Receivables
contemplated by this Agreement and the First Step Receivables Assignment shall constitute a sale of
the Receivables from the Seller to CARI and the beneficial interest in and title to the Receivables
shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law.




          (c) The transfer and assignment of Receivables contemplated by this Agreement and the First
Step Receivables Assignment does not constitute and is not intended to result in any assumption by
CARI of any obligation of the Seller to the Obligors, Dealers, insurers or any other Person in
connection with the Receivables, any Dealer Agreements, any insurance policies or any agreement or
instrument relating to any of them.




     SECTION 2.02 Receivables Purchase Price. In consideration for the Purchased Property,
CARI shall, on the Closing Date, pay to the Seller an amount equal to the Initial Aggregate
Receivables Principal Balance in respect of the Receivables and the Seller shall execute and
deliver to CARI an assignment in the form attached hereto as Exhibit A (the “First Step Receivables
Assignment”). A portion of the Initial Aggregate Receivables Principal Balance, which is equal to
$1,096,088,482.63, shall be paid to the Seller in immediately available funds, with the balance of
such purchase price being either in the form of an advance from the Seller to CARI pursuant to the
Intercompany Advance Agreement or in the form of a capital contribution from the Seller to CARI.
The amount advanced under the Intercompany Advance Agreement and the amount paid as a capital
contribution shall be duly recorded by the Seller and CARI.



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



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



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




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




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




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




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




ARTICLE III

ADMINISTRATION AND SERVICING OF RECEIVABLES




     SECTION 3.01 Duties of the Servicer.



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




          (b) The Servicer’s duties shall include collection and posting of all payments, responding to
inquiries of Obligors, investigating delinquencies, sending payment coupons to Obligors, reporting
tax information to Obligors, policing the collateral, accounting for collections and furnishing
monthly and annual statements to the Owner of any Receivables with respect to distributions,
generating federal income tax information and performing the other duties specified herein.
Subject to the provisions of Section 3.02, the Servicer shall follow its customary
standards, policies and procedures and shall have full power and authority, acting
alone, to do any and all things in connection with such managing, servicing, administration
and collection that it may deem necessary or desirable.




          (c) Without limiting the generality of the foregoing, the Servicer is hereby authorized and
empowered by the Owner of the Receivables, pursuant to this Section 3.01, to execute and
deliver, on behalf of all Interested Parties, or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and all other comparable
instruments, with respect to the Receivables and the Financed Vehicles. The Servicer is hereby
authorized to commence, in its own name or in the name of the Owner of such Receivable a legal
proceeding, whether through judicial process or (with respect to repossession of a Financed
Vehicle) non-judicial process, to enforce a Liquidating Receivable as contemplated by Section




4









 







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




          (d) The Servicer is hereby authorized and empowered by the Owner of a Receivable to execute
and deliver in the Servicer’s name any notices, demands, claims, complaints, responses, affidavits
or other documents or instruments in connection with any such proceeding. Any Owner of Receivables
shall furnish the Servicer with any powers of attorney and other documents and take any other steps
which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties under this Agreement and the Further Transfer and Servicing
Agreements. Except to the extent required by the preceding two sentences, the authority and rights
granted to the Servicer in this Section 3.01 shall be nonexclusive and shall not be
construed to be in derogation of the retention by the Owner of a Receivable of equivalent authority
and rights.




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



     SECTION 3.03 [Reserved].



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



5









 







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



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



     SECTION 3.06 Maintenance of Security Interests in Vehicles. The Servicer shall, in
accordance with its customary practices, policies and procedures and at its own expense, take such
steps as are necessary to maintain perfection of the security interest created by each Receivable
in the related Financed Vehicle. The Owner of each Receivable hereby authorizes the Servicer to
re-perfect such security interest on behalf of such Owner, as necessary because of the relocation
of a Financed Vehicle, or for any other reason.



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



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




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



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



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



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


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




               (i) Organization and Good Standing. The Servicer has been duly formed and is validly
existing and in good standing under the laws of its state of formation, with power and authority to
own its properties and to conduct its business as such properties are presently owned and such
business is presently conducted, and had at all relevant times, and now has, power, authority and
legal right to service the Receivables as provided herein and in the Further Transfer and Servicing
Agreements;



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



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



               (iv) Binding Obligation. The Further Transfer and Servicing Agreements and this
Agreement, when duly executed and delivered, shall constitute the legal, valid and binding
obligations of the Servicer enforceable in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar laws
affecting the enforcement of creditors’ rights in general and by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in equity or at law;



               (v) No Violation. The consummation by the Servicer of the transactions contemplated
by this Agreement and the Further Transfer and Servicing Agreements, and the fulfillment by the
Servicer of the terms hereof and thereof, shall not conflict with, result in any breach of any of
the terms and provisions of, or constitute (with or without notice or lapse of time) a default
under, the certificate of formation or limited liability company agreement of the Servicer, or any
indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party
or by which it is bound, or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other
instrument, other than this Agreement and the Further Transfer and Servicing Agreements, or violate
any law or, to the best of the Servicer’s knowledge, any order, rule or regulation applicable to
the Servicer of any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Servicer or any of its properties;
and



               (vi) No Proceedings. To the Servicer’s knowledge, there are no proceedings or
investigations pending, or threatened, before any court, regulatory body, administrative agency or
other tribunal or governmental instrumentality having jurisdiction over the Servicer or its
properties (A) asserting the invalidity of this Agreement and the Further



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Transfer and Servicing Agreements or any Securities issued thereunder, (B) seeking to prevent the issuance of such
Securities or the consummation of any of the transactions contemplated by the Further Transfer and
Servicing Agreements, or (C) seeking any determination or ruling that might materially and
adversely affect this Agreement, the performance by the Servicer of its obligations under, or the
validity or enforceability of, the Further Transfer and Servicing Agreements.



     SECTION 3.08 Purchase of Receivables Upon Breach of Covenant. Upon discovery by any
of the Servicer, CARI or any party under the Further Transfer and Servicing Agreements of a breach
of any of the covenants set forth in Sections 3.06 and 3.07(a), the party discovering
such breach shall give prompt written notice thereof to the others. As of the last day of the
second Monthly Period following its discovering or receiving notice of such breach (or, at the
Servicer’s election, the last day of the first Monthly Period so following), the Servicer shall,
unless it shall have cured such breach in all material respects, purchase from the Owner thereof
any Receivable materially and adversely affected by such breach as determined by such Owner and, on
the related Distribution Date, the Servicer shall pay the Administrative Purchase Payment. It is
understood and agreed that the obligation of the Servicer to purchase any Receivable with respect
to which such a breach has occurred and is continuing shall, if such obligation is fulfilled,
constitute the sole remedy against the Servicer for such breach available to CARI or any Interested
Party.



     SECTION 3.09 Basic Servicing Fee; Payment of Certain Expenses by Servicer. The
Servicer is entitled to receive the Basic Servicing Fee out of collections in respect of the
Receivables and other available funds, as and to the extent set forth in the Further Transfer and
Servicing Agreements. The Servicer shall also be entitled to Investment Earnings as, and to the
extent, set forth in the Further Transfer and Servicing Agreements. Subject to any limitations on
the Servicer’s liability under the Further Transfer and Servicing Agreements, the Servicer
shall be required to pay all expenses incurred by it in connection with its activities under
this Agreement and under the Further Transfer and Servicing Agreements (including fees and
disbursements of the Issuing Entity, any trustees and independent accountants, taxes imposed on the
Servicer, expenses incurred in connection with distributions and reports to holders of Securities
and all other fees and expenses not expressly stated under this Agreement or the Further Transfer
and Servicing Agreements to be for the account of the holders of Securities).



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



8









 







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



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



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




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




ARTICLE IV

REPRESENTATIONS AND WARRANTIES




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



          (a) Characteristics of Receivables.




               (i) General. Each Receivable:



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



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



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



                    (4) is a Simple Interest Receivable,



9









 





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



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



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



               (ii) Receivables. In addition to the characteristics set forth in Section
4.01(a)(i) above, each Receivable (1) has a first scheduled payment due date on or after
November 9, 2001, (2) was originated on or after September 25, 2001, (3) as of the Cutoff Date, was
not considered past due (that is, no payments due on that Receivable in excess of $25 were more
than thirty (30) days delinquent), and was not a Liquidating Receivable, and (4) has an Annual
Percentage Rate not greater than 30.00%.



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




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




          (d) Compliance With Law. All requirements of applicable federal, state and local
laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the
Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act of 2003, the
Texas Consumer Credit Code, and state adaptations of the National Consumer Act and the Uniform
Consumer Credit Code and other consumer credit laws and equal credit opportunity and disclosure
laws, in respect of any of the Receivables and other Purchased Property, have been complied with in
all material respects, and each Receivable and the sale of the Financed Vehicle evidenced thereby
complied at the time it was originated or made and now complies in all material respects with all
legal requirements of the jurisdiction in which it was originated or made.




          (e) Binding Obligation. Each Receivable represents the genuine, legal, valid and
binding payment obligation in writing of the Obligor thereon, enforceable by the holder thereof in
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting the enforcement of creditors’ rights in general and by
equity, regardless of whether such enforceability is considered in a proceeding in equity or at
law.




10









 








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




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




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




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




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




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




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




          (m) Lawful Assignment. No Receivable was originated in, or is subject to the laws of,
any jurisdiction the laws of which would make unlawful the sale, transfer and assignment of such
Receivable under this Agreement, the Trust Sale and Servicing Agreement or the Indenture, as
applicable.




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




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




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




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




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




          (a) Organization and Good Standing. GMAC has been duly formed and is validly existing
as an entity in good standing under the laws of the State of Delaware, with power and authority to
own its properties and to conduct its business as such properties are presently owned and such
business is presently conducted;




          (b) Due Qualification. GMAC is duly qualified to do business as a foreign entity in
good standing, and has obtained all necessary licenses and approvals, in all jurisdictions
in which the ownership or lease of property or the conduct of its business (including the
servicing of the Receivables) requires or shall require such qualification;




          (c) Power and Authority. GMAC has the power and authority to execute and deliver this
Agreement and the First Step Receivables Assignment and to carry out its terms; GMAC has full power
and authority to sell and assign the property to be sold and assigned to CARI and to service the
Receivables as provided herein and in the Further Transfer and Servicing Agreements, and has duly
authorized such sale and assignment to CARI by all necessary limited liability company action; and
the execution, delivery and performance of this Agreement and the First Step Receivables Assignment
have been duly authorized by GMAC by all necessary limited liability company action;




          (d) Valid Sale; Binding Obligation. This Agreement and the First Step Receivables
Assignment, when duly executed and delivered, shall constitute a valid sale, transfer and
assignment of the Receivables, in each case, enforceable against creditors of and purchasers from
GMAC; and this Agreement together with the First Step Receivables Assignment, when duly executed
and delivered, shall constitute a legal, valid and binding obligation of GMAC enforceable in
accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights in general and
by general principles of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law;




          (e) No Violation. The consummation of the transactions contemplated by this Agreement
and the First Step Receivables Assignment and the fulfillment of the terms of this Agreement and
the First Step Receivables Assignment shall not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time) a default under,
the certificate of formation or limited liability company agreement of GMAC, or any indenture,
agreement, mortgage, deed of trust or other instrument to which




12









 







GMAC is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than
this Agreement and the First Step Receivables Assignment or violate any law or, to the best of
GMAC’s knowledge, any order, rule or regulation applicable to GMAC of any court or of any federal
or state regulatory body, administrative agency or other governmental instrumentality having
jurisdiction over GMAC or any of its properties; and




          (f) No Proceedings. To GMAC’s knowledge, there are no proceedings or investigations
pending, or threatened, before any court, regulatory body, administrative agency or other tribunal
or governmental instrumentality having jurisdiction over GMAC or its properties (A) asserting the
invalidity of this Agreement and the First Step Receivables Assignment, (B) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement and the First Step
Receivables Assignment, or (C) seeking any determination or ruling that might materially and
adversely affect the performance by GMAC of its obligations under, or the validity or
enforceability of, this Agreement and the First Step Receivables Assignment.




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



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




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




          (c) Power and Authority. CARI has the power and authority to execute and deliver this
Agreement and the First Step Receivables Assignment and to carry out its terms and the execution,
delivery and performance of this Agreement and the First Step Receivables Assignment have been duly
authorized by CARI by all necessary limited liability company action;




          (d) No Violation. The consummation of the transactions contemplated by this Agreement
and the First Step Receivables Assignment and the fulfillment of the terms of this Agreement and
the First Step Receivables Assignment shall not conflict with, result in any breach of any of the
terms and provisions of or constitute (with or without notice or lapse of time) a default under,
the certificate of formation or limited liability company agreement of CARI, or any indenture,
agreement, mortgage, deed of trust or other instrument to which CARI is a party or by which it is
bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement or other instrument, other than any Further Transfer and
Servicing Agreement or violate any law or, to the best of CARI’s knowledge, any order, rule or
regulation applicable to CARI of any court or of any federal or





13









 






state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over CARI or any of
its properties; and




          (e) No Proceedings. To CARI’s knowledge, there are no proceedings or investigations
pending, or threatened, before any court, regulatory body, administrative agency or other tribunal
or governmental instrumentality having jurisdiction over CARI or its properties (i) asserting the
invalidity of this Agreement and the First Step Receivables Assignment, or (ii) seeking any
determination or ruling that might materially and adversely affect the performance by CARI of its
obligations under, or the validity or enforceability of, this Agreement and the First Step
Receivables Assignment.






ARTICLE V

ADDITIONAL AGREEMENTS




     SECTION 5.01 Conflicts With Further Transfer and Servicing Agreements. To the extent
that any provision of Sections 5.02 through 5.04 of this Agreement conflicts with
any provision of the Further Transfer and Servicing Agreements, the Further Transfer and Servicing
Agreements shall govern.



     SECTION 5.02 Protection of Title.



          (a) Filings. The Seller shall authorize and execute, as applicable, and file such
financing statements and cause to be authorized and executed, as applicable, and filed such
continuation and other statements, all in such manner and in such places as may be required by law
fully to preserve, maintain and protect the interest of CARI under this Agreement and the First
Step Receivables Assignment in the Receivables and the other Purchased Property and in the proceeds
thereof. The Seller shall deliver (or cause to be delivered) to CARI file-stamped copies of, or
filing receipts for, any document filed as provided above, as soon as available following such
filing the Seller hereby authorizes CARI and its assigns to file all such financing statements
without its signature.




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




          (c) Executive Office; Maintenance of Offices. The Seller shall give CARI at least
sixty (60) days prior written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require the filing of any
amendment of any previously filed financing or continuation statement or of any new financing
statement. The Seller shall at all times maintain each office from which it services Receivables
and its principal executive office within the United States of America.




          (d) New Debtor. In the event that the Seller shall change the jurisdiction in which
it is formed or otherwise enter into any transaction which would result in a “new debtor”
(as defined in the UCC) succeeding to the obligations of the Seller hereunder, the Seller shall
comply fully with the obligations of Section 5.02(a).





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     SECTION 5.03 Other Liens or Interests. Except for the conveyances hereunder and under
the First Step Receivables Assignment and as contemplated by the Further Transfer and Servicing
Agreements, the Seller shall not sell, pledge, assign or transfer the Receivables or other
Purchased Property to any other Person, or grant, create, incur, assume or suffer to exist any Lien
on any interest therein, and the Seller shall
defend the right, title and interest of CARI in, to and under such Receivables or other
Purchased Property against all claims of third parties claiming through or under the Seller.



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



     SECTION 5.05 Indemnification. The Seller shall indemnify CARI for any liability as a
result of the failure of a Receivable to be originated in compliance with all requirements of law.
This indemnity obligation shall be in addition to any obligation that the Seller may otherwise
have.



     SECTION 5.06 Further Assignments. The Seller acknowledges that CARI may, pursuant to
the Further Transfer and Servicing Agreements, sell the Receivables to the Issuing Entity and
assign its rights hereunder and under the First Step Receivables Assignment to the Issuing Entity,
subject to the terms and conditions of the Further Transfer and Servicing Agreements, and that the
Issuing Entity may in turn further pledge, assign or transfer its rights in the Receivables and
this Agreement and the First Step Receivables Assignment. The Seller further acknowledges that
CARI may assign its rights under the Custodian Agreement to the Issuing Entity.



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



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




ARTICLE VI

CONDITIONS




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



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




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




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




          (d) Documents to be Delivered By the Seller.




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



               (ii) Evidence of UCC Filing. On or prior to the Closing Date, the Seller shall record
and file, at its own expense, a UCC-1 financing statement in each jurisdiction in which required by
applicable law, authorized by and naming the Seller as seller or debtor, naming CARI as purchaser
or secured party, naming the Receivables and the other Purchased Property as collateral, meeting
the requirements of the laws of each such jurisdiction and in such manner as is necessary to
perfect the sale, transfer, assignment and conveyance of such Receivables to CARI. The Seller
shall deliver a file-stamped copy, or other evidence satisfactory to CARI of such filing, to CARI
on or prior to the Closing Date.



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



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




     SECTION 6.02 Conditions to Obligation of the Seller. The obligation of the Seller to sell the Receivables to CARI hereunder or pursuant to the
First Step Receivables Assignment is subject to the satisfaction of the following conditions:



16









 





          (a) Representations and Warranties True. The representations and warranties of CARI
hereunder shall be true and correct as of the Closing Date with respect to the Receivables, and
CARI shall have performed all obligations to be performed by it hereunder or pursuant to the First
Step Receivables Assignment on or prior to the closing hereunder.




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




ARTICLE VII

MISCELLANEOUS PROVISIONS




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



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



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



     SECTION 7.04 Governing Law. THIS AGREEMENT AND THE FIRST STEP RECEIVABLES ASSIGNMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION OTHER
THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.



     SECTION 7.05 Waivers. No failure or delay on the part of CARI in exercising any
power, right or remedy under this Agreement or the First Step Receivables Assignment shall operate
as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or remedy.



     SECTION 7.06 Costs and Expenses. The Seller agrees to pay all reasonable
out-of-pocket costs and expenses of CARI, including fees and expenses of counsel, in connection
with the perfection as against third parties of CARI’s right, title and interest in, to and under
the Receivables and the enforcement of any obligation of the Seller hereunder.



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



17









 







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



     SECTION 7.08 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     SECTION 7.09 Counterparts. This Agreement may be executed in two or more counterparts
and by different parties on separate counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.



     SECTION 7.10 No Petition Covenant. Notwithstanding any prior termination of this
Agreement, the Seller shall not, prior to the date which is one year and one day after the final
distribution with respect to the Notes to the Note Distribution Account, acquiesce, petition or
otherwise invoke or cause CARI or the Issuing Entity to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against CARI or the Issuing
Entity under any federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official of CARI or the
Issuing Entity or any substantial part of the property of either of them, or ordering the winding
up or liquidation of the affairs of CARI or the Issuing Entity.



     SECTION 7.11 Limitations on Rights of Others. The provisions of this Agreement and
the First Step Receivables Assignment are solely for the benefit of the Seller, the Servicer and
CARI and, to the extent expressly provided herein, the Interested Parties, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other Person any legal or
equitable right, remedy or claim in, under, or in respect of this Agreement or any covenants,
conditions or provisions contained herein.



* * * * *




18









 








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



	 	 	 	 	 
	 	GMAC LLC

 	 
	 	By:  	/s/ Carl J. Vannatter
 	 
	 	 	Name:  	Carl J. Vannatter 	 
	 	 	Title:  	Director — Global Securitization 	 
	 
	 	CAPITAL AUTO RECEIVABLES LLC

 	 
	 	By:  	/s/ Pamela M. Surhigh
 	 
	 	 	Name:  	Pamela M. Surhigh 	 
	 	 	Title:  	Vice President 	 
	 



[Signature page to Pooling and Servicing Agreement]




 









 








EXHIBIT A




FORM OF

FIRST STEP RECEIVABLES ASSIGNMENT

PURSUANT TO POOLING AND SERVICING AGREEMENT





     For value received, in accordance with the Pooling and Servicing Agreement, dated as of
September 27, 2007 (the “Pooling and Servicing Agreement”), between GMAC LLC, a Delaware
limited liability company (the “Seller”), and Capital Auto Receivables LLC, a Delaware
limited liability company (“CARI”), the Seller does hereby sell, assign, transfer and
otherwise convey unto CARI, without recourse, (i) all right, title and interest of the Seller in,
to and under the Receivables listed on the Schedule of Receivables attached hereto and all monies
received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium
for physical damage insurance force-placed by the Seller covering any related Financed Vehicle;
(ii) the interest of the Seller in the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;
(iii) the interest of the Seller in any proceeds from claims on any physical damage, credit life,
credit disability or other insurance policies covering Financed Vehicles or Obligors; (iv) the
interest of the Seller in any proceeds from recourse against Dealers on the Receivables; and (v)
all right, title and interest of the Seller in, to and under the First Step Receivables Assignment;
and (vi) all present and future claims, demands, causes and choses in action in respect of any or
all the foregoing described in clauses (i), (ii), (iii), (iv), and (v) above and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any or all the foregoing,
including all proceeds of the conversion of any or all of the foregoing, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment
property, payment intangibles, general intangibles, condemnation awards, rights to payment of any
and every kind and other forms of obligations and receivables, instruments and other property which
at any time constitute all or part of or are included in the proceeds of any of the foregoing.



     It is the intention of the Seller and CARI that the transfer and assignment of Receivables
contemplated by this First Step Receivables Assignment shall constitute a sale of the Receivables
from the Seller to CARI and the beneficial interest in and title to the Receivables shall not be
part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the
Seller under any bankruptcy law.



     The foregoing transfer and assignment of Receivables contemplated by the Pooling and Servicing
Agreement and this First Step Receivables Assignment does not constitute and is not intended to
result in any assumption by CARI of any obligation of the undersigned to the Obligors, Dealers,
insurers or any other Person in connection with the Receivables, any Dealer Agreements, any
insurance policies or any agreement or instrument relating to any of them.



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



1









 





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



* * * * *




2









 








     IN WITNESS WHEREOF, the undersigned has caused this First Step Receivables Assignment to be
duly executed as of September 27, 2007.



	 	 	 	 	 
	 	GMAC LLC

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



 









 






	 	 	 	 	 



SCHEDULE A




SCHEDULE OF RECEIVABLES




The Schedule of Receivables is

on file at the offices of:





	1.	 	The Indenture Trustee
	 
	2.	 	The Owner Trustee
	 
	3.	 	GMAC LLC
	 
	4.	 	Capital Auto Receivables LLC




 









 











APPENDIX A




Part I




          For ease of reference, capitalized terms defined herein have been consolidated with and are
contained in Part I of Appendix A to the Trust Sale and Servicing Agreement of even date herewith
among GMAC, CARI and Capital Auto Receivables Asset Trust 2007-3, as amended and supplemented from
time to time.




Part II




          For ease of reference, the rules of construction have been consolidated with and are contained
in Part II of Appendix A to the Trust Sale and Servicing Agreement of even date herewith among
GMAC, CARI and Capital Auto Receivables Asset Trust 2007-3, as amended and supplemented from time
to time.




Part III




          For ease of reference, the notice addresses and procedures have been consolidated with and are
contained in Appendix B to the Trust Sale and Servicing Agreement of even date herewith among GMAC,
CARI and Capital Auto Receivables Asset Trust 2007-3, as amended and supplemented from time to
time.





 









 








APPENDIX B




Additional Representations and Warranties





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